2018 Tennessee Code
Title 65 - Public Utilities and Carriers
Chapter 29 - Telephone Cooperatives
§ 65-29-109. Members of cooperative -- Meetings -- Notice -- Quorum -- Votes.
(a) No person who is not an incorporator shall become a member of a cooperative unless such person shall agree to use telephone service furnished by the cooperative when such telephone service shall be available through its facilities. The bylaws of a cooperative may provide that any person, including an incorporator, shall cease to be a member thereof if such person shall fail or refuse to use telephone service made available by the cooperative within a specified time after having become a member. Membership in the cooperative shall not be transferable, except as may be provided in the bylaws. The bylaws may prescribe additional qualifications and limitations in respect of membership.
(b) An annual meeting of the members shall be held at such time as shall be provided in the bylaws.
(c) Special meetings of the members may be called by the board of directors, by any three (3) directors, by not less than ten percent (10%) of all the members, or by the president.
(d) Meetings of members shall be held at such place as may be provided in the bylaws. In the absence of any such provision, all meetings shall be held in the city or town in which the principal office of the cooperative is located.
(e) Except as hereinafter otherwise provided, written or printed notice stating the time and place of each meeting of members, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each member, either personally or by mail, not less than five (5) nor more than twenty-five (25) days before the date of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail with postage prepaid to the member at such member's address as it appears on the records of the cooperative.
(f) A quorum shall consist of the presence in person of two percent (2%) of all members of the cooperative or fifty (50) members, whichever is the lesser, for the transaction of business at all meetings of the members, unless the bylaws prescribe the presence of a greater percentage or number of the members for a quorum, or unless the business to be transacted requires by this chapter a larger percentage to transact the particular business before the meeting. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice. The directors are authorized to amend the bylaws of the cooperative to conform with the minimum requirements for a quorum set forth in this subsection (f).
(g) Each member shall be entitled to one (1) vote on each matter submitted to a vote at a meeting. Voting shall be in person, but, if the bylaws so provide, may also be by proxy or by mail, or both. If the bylaws provide for voting by proxy or by mail, they shall also prescribe the conditions under which proxy or mail voting shall be exercised. No person shall vote as proxy for more than one (1) member at any meeting of the members, and/or election.
