§ 43-38-1005. Reinstatement Following Administrative Dissolution
A cooperative administratively dissolved under § 43-38-1004 may apply to the secretary of state for reinstatement following administrative dissolution. The application must: Recite the name of the cooperative at the date of its administrative dissolution; State that the ground or grounds for dissolution either did not exist or have been eliminated; and State a cooperative […]
§ 43-38-1006. Appeal From Denial of Reinstatement
If the secretary of state denies a cooperative’s application for reinstatement following administrative dissolution, the secretary of state shall serve the cooperative under §§ 43-38-110 and 43-38-111 with a written notice that explains the reason or reasons for denial. The cooperative may appeal the denial of reinstatement to the chancery court of Davidson County within […]
§ 43-38-1007. Articles of Termination Following Administrative Dissolution
When a cooperative that has been administratively dissolved wishes to terminate its existence, it may do so without first being reinstated, by delivering to the secretary of state for filing articles of termination following administrative dissolution setting forth: The name of the cooperative; The date that termination of cooperative existence was authorized; That the resolution […]
§ 43-38-1008. Filing Notice of Dissolution and Effect
If dissolution of the cooperative is approved pursuant to § 43-38-1002(a), the cooperative shall file with the secretary of state a notice of dissolution that contains: The name of the cooperative; and If the dissolution is approved pursuant to § 43-38-1002(f), the date of the meeting at which the resolution was approved, and a statement […]
§ 43-38-1009. Collection and Payment of Debts — Transfer of Assets — Distribution to Members
After the notice of intent to dissolve has been filed with the secretary of state, the board, or the officers acting under the direction of the board, shall proceed as soon as possible to: Collect or make provision for the collection of all debts due or owing to the cooperative, including unpaid subscriptions for shares; […]
§ 43-38-807. Payment of Fair Value of Dissenter’s Membership Interest
Except as provided in § 43-38-809, as soon as the proposed cooperative action is effectuated, or upon receipt of a payment demand, whichever is later, the cooperative shall pay each dissenter who complied with § 43-38-806 the amount the cooperative estimates to be the fair value of the dissenter’s membership interest, plus accrued interest. The […]
§ 43-38-808. Failure to Take Action
If the cooperative does not effectuate the proposed action that gave rise to the dissenter’s rights within two (2) months after the date set for demanding payment, the cooperative must send a new dissenter’s notice under § 43-38-804 and repeat the payment demand procedure if it effectuates the proposed action.
§ 43-38-809. After-Acquired Shares
A cooperative may elect to withhold payment required by § 43-38-807 from a dissenter unless the dissenter was a member before the date set forth in the dissenters’ notice as of the date of the first announcement to news media or to members of the principal terms of the proposed cooperative action. To the extent […]
§ 43-38-810. Procedure if Dissenter Dissatisfied With Payment or Offer
A dissenter may notify the cooperative in writing of the dissenter’s own estimate of the fair value of the dissenter’s membership interest and amount of interest due, and demand payment of the dissenter’s estimate, less any payment under § 43-38-807, or reject the cooperative offer under § 43-38-809 and demand payment of the fair value […]
§ 43-38-811. Judicial Appraisal of Shares
If a demand for payment under § 43-38-810 remains unsettled, the cooperative shall commence a proceeding within two (2) months after receiving the payment demand and petition the court to determine the fair value of the membership interest and accrued interest. If the cooperative does not commence the proceeding within the two-month period, it shall […]