43-38-203 - Articles of organization Preparing and filing Approval Hearing on rejection of articles.
43-38-203. Articles of organization Preparing and filing Approval Hearing on rejection of articles.
(a) The organizers shall prepare the articles, which shall include:
(1) The name of the cooperative that satisfies the requirements of § 43-38-105;
(2) The purpose of the cooperative;
(3) The name and address of each organizer;
(4) The street address and zip code of the principal place of business for the cooperative and the county in which the office is located;
(5) The period of duration for the cooperative, if the duration is not to be perpetual;
(6) The capital structure of the cooperative, including a statement of the classes and relative rights, preferences, and restrictions granted to or imposed upon each class of member interests, the rights to share in profits or distributions of the cooperative, and the authority to issue member interests, which may be designated to be determined by the board;
(7) A provision designating the voting and governance rights, including which membership interests have voting power and any limitations or restrictions on the voting power, which shall be in accordance with this chapter;
(8) A statement that patron membership interests with voting power shall be restricted to one (1) vote for each member, regardless of the amount of patron membership interests held in the affairs of the cooperative, or a statement describing the allocation of voting power allocated as prescribed in this chapter;
(9) A statement that membership interests held by a member are transferable only with the approval of the board or as provided in the bylaws;
(10) The names, post office addresses, and terms of office of the directors of the first board;
(11) A statement as to how profits and losses will be allocated and cash will be distributed between patron membership interests collectively and nonpatron membership interests collectively, a statement that net income allocated to patron membership interests as determined by the board in excess of dividends and additions to reserves shall be distributed on the basis of patronage, and that the records of the cooperative shall include the interests of patron membership interests and nonpatron membership interests that may be further described in the bylaws, of any classes, and in the reserves; and
(12) The street address and the zip code of the initial registered office of the cooperative, the county in which the office is located, and the name of its initial registered agent in that office.
(b) The articles shall contain the provisions in subsection (a), except that the names, post office addresses of the directors of the first board may be omitted after their successors have been elected by the members or the articles are amended or restated in their entirety.
(c) The articles may contain any other lawful provision.
(d) The articles shall be signed by the organizers.
(e) The original articles shall be filed with the secretary of state. The fee for filing the articles with the secretary of state shall be subject to § 43-38-1103(a).
(f) When the articles of organization have been filed with the secretary of state and the required fee has been paid to the secretary of state, it shall be presumed that all conditions precedent that are required to be performed by the organizers have been met.
(g) Articles of organization for a cooperative shall not be accepted for filing by the secretary of state unless the articles of organization have been approved in writing by the commissioner. Approval by the commissioner shall be based on a determination by the commissioner that the cooperative will provide new or improved markets for agriculture products in Tennessee or that the cooperative will provide opportunities for patron members of the cooperative to participate in the processing of agricultural products in Tennessee.
(h) The commissioner shall either approve or reject the proposed articles of organization within thirty (30) days after all information required by the commissioner has been submitted.
(i) If a submission of the articles of organization is rejected by the commissioner, the person or persons submitting the articles of organization may request a hearing to be conducted as a contested case hearing in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5, part 3. There shall be no right to a hearing pursuant to this subsection (i) unless a written request for a hearing is received by the commissioner within thirty (30) days of the commissioner's rejection of the proposed articles of organization.
[Acts 2004, ch. 534, § 5.]