65-25-207 - Board of directors. - Tennessee Statutes

65-25-207. Board of directors.

(a)  The business and affairs of a cooperative shall be managed under the direction of a board of not less than five (5) directors, each of whom shall be a member of the cooperative or, if the cooperative's membership consists wholly of one (1) or more other cooperatives, a member, a director or an executive or administrative officer or employee of such one (1) or more member cooperatives. The bylaws shall prescribe the number of directors, their qualifications, other than those provided for in this part, the manner of holding meetings of the board and of the election of successors to directors who shall resign, die, or otherwise be incapable of or disqualified from acting, and any other rule, manner, procedure or matter relating to the board and its exercise of the powers conferred upon it by this part or by other law, the articles of incorporation or the bylaws.

(b)  Directors may, but only if so provided in a cooperative's bylaws, be removed and their successors thereupon elected by the members; provided, that no director shall be so removable except upon the basis of a written charge, and the presentation of some evidence in support thereof, that such director has been guilty of an act or omission adversely affecting the business and affairs of the cooperative and amounting to actionable negligence, malfeasance, misfeasance or nonfeasance, or fraud or criminal conduct; further, that no director shall be removable from office, either by the members or by judicial decree, or be otherwise civilly liable, for the reason that such director, in good faith and believing such to be in the best interests of the cooperative and of its present and future members, failed or declined to support, or that such director opposed:

     (1)  A proposal to sell or lease-sell all or a substantial portion of the cooperative's assets and properties or to dissolve the cooperative;

     (2)  A motion to notify the cooperative's members of a proposal received by the cooperative for such a sale, lease-sale or dissolution; or

     (3)  A motion or any other effort to call a meeting of the cooperative's members to consider and act upon a proposal for such a sale, lease-sale or dissolution.

(c)  Directors named in articles of incorporation, consolidation or merger, as the case may be, shall hold office until the next following annual meeting of the members or until their successors shall have been elected and qualified. At each annual meeting of the members or, in case such a meeting shall not be held or shall not for any reason elect directors otherwise scheduled to be elected, at an adjournment of such meeting or at the next annual meeting of the members or at any earlier special member meeting called for that purpose, the members shall elect directors to hold office until the next following annual member meeting, except as otherwise provided in subsection (d), and each director so elected shall hold office for the term for which such director is elected or until a successor shall have been elected and qualified. If the bylaws so provide, directors may be elected solely by mail ballot, delivered to the cooperative either by mail or any other reasonable means of delivery at least three (3) business days prior to the date on which the annual meeting of the members is scheduled to be held. The secretary shall announce the winner(s) at such meeting, or by timely written communication mailed to all members if for any reason the meeting is not duly held, and the persons so elected shall take office at the board meeting first held on or after the date on which the member meeting was scheduled to be held.

(d)  If the bylaws so provide, directors shall be divided:

     (1)  Into two (2) classes so that one half (½) of them or as near thereto as may be are elected each year for two-year terms;

     (2)  Into three (3) classes so that one third (1/3) of them or as near thereto as may be are elected each year for three-year terms; or

     (3)  Into four (4) classes so that one fourth (¼) of them or as near thereto as may be are elected each year for four-year terms.

(e)  A majority of the directors in office shall constitute a quorum; provided, that if a matter to be considered for action by the board is one with respect to which a director has a conflict of interest, that director shall not be counted as a director in office for the purpose of determining whether a quorum is present.

(f)  If, pursuant to the bylaws, a husband and wife hold a joint membership in a cooperative, either, but not both at the same time, may serve as a director.

(g)  All of a cooperative's powers shall be vested in and exercised by the board, except such as are conferred upon or reserved to the members by this part and any other applicable law or the cooperative's articles of incorporation or bylaws.

(h)  The board of directors of the cooperative shall, within ninety (90) days following July 1, 2008, adopt a written policy and make it available to the members of the cooperative concerning the manner in which a member of the cooperative may appear before the board.

[Acts 1988, ch. 689, § 2; 2008, ch. 858, § 1.]