65-25-225 - Nonapplicability or qualified applicability of certain provisions of the Tennessee Nonprofit Corporation Act. - Tennessee Statutes

65-25-225. Nonapplicability or qualified applicability of certain provisions of the Tennessee Nonprofit Corporation Act.

(a)  The following provisions of the Tennessee Nonprofit Corporation Act, all contained in title 48, shall not be applicable to cooperatives incorporated under or otherwise subject to the provisions of this part: §§ 48-56-103, 48-56-204, title 48, chapter 56, part 3 and § 48-56-501; §§ 48-57-102 48-57-105, 48-57-108, 48-57-201, 48-57-203 48-57-208 and 48-57-301; §§ 48-58-103 48-58-106, 48-58-108, 48-58-109 and 48-58-304; §§ 48-60-103, 48-60-202 48-60-204 and 48-60-302; title 48, chapter 61; §§ 48-62-101 and 48-62-102; §§ 48-63-101 and 48-63-102; and § 48-64-102.

(b)  The following provisions of the Tennessee Nonprofit Corporation Act, all contained in title 48, shall, but only as qualified in this subsection (b), be applicable to cooperatives incorporated under or otherwise subject to the provisions of this part:

     (1)  Section 48-51-201 except as provided in subdivisions (12) and (30) and in the second sentence of subdivision (14) thereof; § 48-51-202 except that subsection (c) thereof shall apply also to notice to directors of board meetings; § 48-51-601 except that the words “impractical or” in subsection (a) thereof shall not be in effect;

     (2)  Section 48-52-101 except that incorporators under this part may be one (1) or more cooperatives;

     (3)  Title 48, chapter 55 shall apply to cooperatives, except that, with respect to cooperatives already in existence prior to January 1, 1988:

          (A)  Unless and until thereafter changed, their registered offices and addresses shall be their principal offices and addresses and their registered agents shall be their general or acting managers, by whatever title known, and such agents' addresses shall be that of the registered offices; and

          (B)  Such cooperatives need not file any statement of their registered offices or agents or of the addresses of such offices or agents until they otherwise are required to file an amendment of their respective charters pursuant to § 48-68-101(b); provided, if such registered offices or agents or their addresses are changed after January 1, 1988, such cooperatives shall file a statement thereof with the secretary of state pursuant to § 48-68-102;

     (4)  Section 48-58-303 except that a cooperative may make loans to guarantee the obligations of a director, or of an officer who is also a member of the cooperative, in the ordinary course of business for the same purposes, on the same basis, and the same manner and to the same extent as such loans may be made to, or obligation may be guaranteed on behalf of, other members of the cooperative; and

     (5)  Subsection (a), but not subsection (b), of § 48-60-101 shall be applicable.

(c)  The provisions of nonapplicability and of qualified applicability set forth in subsections (a) and (b) shall not be exclusive. Other provisions of the Tennessee Nonprofit Corporation Act, compiled in title 48, chapters 51-68, shall or shall not be applicable, wholly or on a qualified or partial basis, to cooperatives incorporated under or otherwise subject to this part, depending upon whether such provisions are or are not consistent with or different from the provisions of this part, as provided for in § 48-51-104.

[Acts 1988, ch. 689, § 2.]