2019 Tennessee Code
Title 59 - Mines and Mining
Chapter 13 - Coal Cooperative Marketing Associations
§ 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 bylaws, may provide for any or all of the following matters:
(1) The number of stockholders or members constituting a quorum;
(2) The right of members or stockholders to vote by proxy or by mail or both; and the conditions, manner, form, and effects of such votes;
(3) The number of directors constituting a quorum;
(4) The qualifications, compensation and duties and term of office of directors and officers; time of their election and the mode and manner of giving notice thereof;
(5) Penalties for violations of the bylaws;
(6) The amount of entrance, organization, and membership fees, if any; the manner and method of collection of the same; and the purposes for which they may be used;
(7) The amount which each member or stockholder shall be required to pay annually or from time to time, if at all, to carry on the business of the association; the charge, if any, to be paid by each member or stockholder for services rendered by the association to the member or stockholder and the time of payment and the manner of collection; and the marketing contract between the association and its members or stockholders which every member or stockholder may be required to sign; and
(8) The number and qualification of members or stockholders of the association and the conditions precedent to membership or ownership of common stock; the method, time, and manner of permitting members to withdraw or the holders of common stock to transfer their stock; the manner of assignment and transfer of the interest of members and of the shares of common stock; the conditions upon which and the time when membership of any member shall cease; the automatic suspension of the rights of a member when the member ceases to be eligible to membership in the association; and the mode, manner, and effect of the expulsion of a member; the manner of determining the value of a member's interest and provision for its purchase by the association upon the death or withdrawal of a member or stockholder, or upon the expulsion of a member or forfeiture of membership, or, at the option of the association, the purchase at a price fixed by conclusive appraisal by the board of directors. In case of the withdrawal or expulsion of a member, the board of directors shall equitably and conclusively appraise the member's property interests in the association and shall fix the amount thereof in money, which shall be paid to the member within one (1) year after such expulsion or withdrawal.
