§ 59-13-101. Short Title

This chapter shall be known and may be cited as the “Tennessee Coal Cooperative Marketing Association Law of 1984.”

§ 59-13-102. Legislative Intent

In order to promote, foster and encourage the intelligent and orderly marketing of Tennessee coal through cooperation; and to eliminate speculation and waste; and to make the distribution of coal between producer and consumer as direct as can be efficiently done; and to stabilize the marketing of coal and coal products; and to provide for […]

§ 59-13-103. Chapter Definitions

As used in this chapter, the following definitions shall have the meanings set out unless the context clearly indicates otherwise: “Association” means any corporation organized under this chapter. Associations organized hereunder shall be deemed “nonprofit,” inasmuch as they are not organized to make profit for themselves, as such, or for their members, as such, but […]

§ 59-13-104. Creation of Associations

Seven (7) or more persons, a majority of whom are residents of this state, engaged in the production of coal, may form a nonprofit, cooperative association, with or without capital stock, under this chapter.

§ 59-13-105. Purposes

An association may be organized to engage in any activity in connection with the marketing or selling of the coal of its members or with the sampling, storing, processing, permitting, reclamation, or transporting of the coal or its derivatives; or in connection with the manufacturing, selling, or supplying to its members of machinery, equipment, or […]

§ 59-13-106. Communications Regarding Probable Success

Every group of persons contemplating the organization of an association under this chapter is urged to communicate with the department of environment and conservation, office of energy programs, which will inform them, among other things, of the probable success of the association regardless of whatever the survey of the marketing conditions affecting the commodities proposed […]

§ 59-13-107. Powers and Duties

Each association incorporated under this chapter shall have the following powers, to: Engage in activity in connection with the marketing or selling of the coal of its members or the sampling, storing, processing, permitting, reclamation, transporting of the coal or marketing of the derivatives thereof; or in any activity in connection with the purchase, hiring, […]

§ 59-13-108. Membership — Stock

Under the terms and conditions prescribed in the bylaws adopted by it, an association may admit as members (or issue common stock to) only persons engaged in the production of coal or its derivatives to be handled by or through the association. If a member of a nonstock association be other than a natural person, […]

§ 59-13-109. Articles of Incorporation — Directors — Stock

Each association formed under this chapter must prepare and file articles of incorporation, setting forth: The name of the association; The purpose for which it is formed; The place where its principal business will be transacted; The duration of the association, if other than perpetual. If the charter of any association organized under this chapter […]

§ 59-13-110. Stock — Common and Preferred

The capital stock may be divided into preferred and common stock. If so divided, the articles of incorporation must contain a statement of the number of shares of stock to which preference is granted and the number of shares of stock to which no preference is granted; and the nature and definite extent of the […]

§ 59-13-111. Articles of Incorporation — Subscription and Acknowledgment — Copies — Evidence

The articles must be subscribed by the incorporators and acknowledged; and when filed, such articles of incorporation or certified copies of such articles shall be received in all the courts of this state and other places as prima facie evidence of the due incorporation of such association.

§ 59-13-112. Amendment of Articles

An amendment must first be approved by two thirds (2/3) of the directors and then adopted by a vote representing a majority of all the members of the association. However, if at a meeting of the members of the association to which a proposed amendment has been submitted, a majority of the members are not […]

§ 59-13-113. Bylaws

Each association incorporated under this chapter must, within thirty (30) days after its incorporation, adopt for its government and management, a code of bylaws, not inconsistent with the powers granted by this chapter. A majority vote of the members or stockholders, or their written assent, is necessary to adopt such bylaws. Each association, under its […]

§ 59-13-114. Meetings

In its bylaws, each association shall provide for one (1) or more regular meetings annually. The board of directors shall have the right to call a special meeting at any time; and ten percent (10%) of the members or stockholders may file a petition stating the specific business to be brought before the association and […]

§ 59-13-115. Board of Directors

The affairs of the association shall be managed by a board of not fewer than three (3) directors, elected by the members or stockholders not from their own number. The bylaws may provide that one (1) or more directors may be appointed by any public official or commission or by the other directors selected by […]

§ 59-13-116. Compensation of Officers and Directors

An association may provide a fair remuneration for the time actually spent by its officers and directors in its service and for the service of the members of its executive committee.

§ 59-13-117. Contracts and Positions of Directors — Prohibitions

No director, during the term of the director’s office, shall be a party to a contract for profit with the association differing in any way from the business relations accorded regular members or holders of common stock of the association or others, or differing from terms generally current in that district. The bylaws may provide […]

§ 59-13-118. Executive Committee

The bylaws may provide for an executive committee and may allot to such committee all the functions and powers of the board of directors, subject to the general direction and control of the board.

§ 59-13-119. Vacancies on Board

When a vacancy on the board of directors occurs, a majority vote of the executive committee shall fill the vacancy. A director elected to fill a vacancy shall be elected for the predecessor’s unexpired term in office. Any directorship to be filled by reason of an increase in the number of directors may be filled […]

§ 59-13-120. Election of Officers

The directors shall elect from their number a president and may elect one (1) or more vice presidents. They shall also elect a secretary and a treasurer; and they may combine the two (2) latter offices and designate the combined office as secretary-treasurer; or unite both functions and titles in one (1) person. The treasurer […]