Section 65-25-111 - Members - Qualifications - Meetings - Voting rights - Terms and conditions(a)(1) No person who is not an incorporator of a cooperative shall become a member or a nonmember patron thereof and eligible to receive any service therefrom unless such person shall agree to pay for such service and is otherwise both willing and able to abide by the cooperative's terms and conditions for rendering service.(2) The terms and conditions of a cooperative, as set forth in its articles of incorporation, bylaws or otherwise, for the admission of members and for the rendering of service to patrons:(A) Shall be just and reasonable;(B) Shall not unreasonably discriminate as to its services, or its rates, charges or service rules and regulations, between or among consumers of the same class, or two (2) or more different consumer classes, or two (2) or more localities;(C) Shall not afford any unreasonable preference or advantage in favor of, or any unreasonable prejudice or disadvantage against, any consumers, consumer classes or localities;(D) Nor shall membership in or services from a cooperative be denied, conditioned, restricted or terminated arbitrarily, capriciously or without good cause.(3) No person shall be eligible to be a member of a cooperative whose purposes include the primary purpose unless such person agrees to receive electric service from the cooperative.(4) Membership in a cooperative shall not be transferable except as may be provided in the bylaws.(5) The bylaws may prescribe additional qualifications, limitations, rights and obligations in respect of membership, and shall prescribe such in respect of membership admission, resignation, withdrawal, suspension, expulsion and termination.(b) Special meetings of the members may be called by the board, by that number of directors that is one (1) less than a majority of the directors in office, or by a petition therefor signed by as many as but no fewer than ten percent (10%) of the members. Such meetings shall be held on such date and at such time and place as are fixed by those calling the same or as may otherwise be provided for in the bylaws.(c)(1) Written or printed notice stating the date, time and place of each meeting of the members and, in the case of a special meeting or of a regular meeting so requiring, the purpose or purposes of the meeting shall be delivered to each member, either personally or by mail:(A) Except as provided in § 65-25-113(a)(2)(D), not less than ninety (90) days prior to the date of a meeting of the members of a cooperative having a primary purpose and at which the cooperative's dissolution or the sale or lease-sale of all or any substantial portion of its assets and properties devoted to and used or useful in pursuance of such purpose is scheduled to be considered and acted upon;(B) Not less than sixty (60) days prior to the date of a meeting of the members of a cooperative: (i) Having a primary purpose and at which the sale or lease-sale of all or any substantial portion of its assets and properties devoted to and used or useful in pursuance of one (1) or more secondary purposes is, solely because its bylaws so require, scheduled to be acted upon by the members; or(ii) Having one (1) or more secondary purposes only and at which the sale or lease-sale of all or any substantial portion of its assets and properties devoted to and used or useful in pursuance of one (1) or more such purposes is scheduled to be considered and acted upon;(C) Except as provided in § 65-25-113(a)(2)(D), not less than forty-five (45) days prior to the date of a meeting of the members of a cooperative at which a merger or consolidation with one (1) or more other cooperatives is scheduled to be considered and acted upon; or(D) If subdivision (c)(1)(A), (B) or (C) is not applicable, not less than five (5) nor more than twenty-five (25) days prior to the date of the meeting, unless the bylaws require longer periods.(2) If mailed, notice shall be deemed to have been delivered if addressed to the member as shown on the cooperative's records and, with postage thereon prepaid, deposited in the United States mail on or prior to the date next following which the minimum period for such notice would begin.(d) A quorum for the transaction of business at meetings of the members shall, except as otherwise provided in this subsection (d), be the lesser of two percent (2%) of all members or one hundred (100) members; and, once such a quorum is established, the meeting may proceed to transact all business that may lawfully come before it so long as at least the lesser of one percent (1%) of all members or fifty-one (51) members remain present. In the case of a meeting of the members of a cooperative having a primary purpose and at which the dissolution thereof or the sale or lease-sale of all or any substantial portion of the cooperative's assets and property devoted to and used or useful in achieving the primary purpose is scheduled to be considered and acted upon pursuant, respectively, to § 65-25-113 or § 65-25-120, such quorum requirement shall be and shall remain throughout the meeting ten percent (10%) of all members. If, at any member meeting, less than the required quorum is present to enable the meeting to begin transacting business, or if the quorum requirement for it to continue ceases to exist, a majority of those present may adjourn the meeting from time to time without further notice.(e) Each member shall be entitled to one (1) vote on each matter submitted to a vote at member meetings and, if such be the case, at directorate district meetings. A member may not cumulate votes. Voting may be in person, by mail, by proxy, or by any combination thereof, as provided in the bylaws; however, if the bylaws are silent on the manner of voting, voting shall be only in person. If the bylaws provide for voting by proxy or by mail balloting, they may restrict the matters with respect to which they may be voted and in any case they shall prescribe the conditions applying to such voting, including limitations on the number of proxies that may be voted by one (1) member or other person; provided that:(1) If the bylaws allow for voting by proxy, by mail balloting, or by both, to sell or lease-sell all or any substantial portion of the cooperative's assets and properties or to dissolve the cooperative as an incident of such sale or lease-sale, they shall also allow for voting by proxy or by mail balloting on a proposal to merge or consolidate with one (1) or more other cooperatives;(2) No one (1) member or other person may vote as proxy for more than three (3) members except in voting on a proposal to:(A) Sell, lease, lease-sell or otherwise dispose of or encumber all or a substantial portion of a cooperative's assets and properties that are devoted to and used or useful in achieving one (1) or more of its purposes; or(B) Dissolve a cooperative; in either of which case the bylaws may provide that one (1) member or other person may vote for up to but no more than ten (10) members;
(3) Provisions for mail voting and return of written ballots shall be such that, although voting by an identifiable member may be reasonably verified, such voting shall be secret and such ballots may, instead of being delivered to the cooperative by mail, be delivered to the cooperative in any other proper manner; and(4) Printed mail ballots shall be only in such form and content as prescribed by the board and, except as provided in § 65-25-113(a)(3), shall be delivered by the cooperative to the members via the United States mail with, or in any event at the same time as, the mailing of the notice of the member meeting at or with respect to which they will be voted.(f) Notwithstanding a bylaw provision to the contrary, and subject to guidelines and procedures as the cooperative may adopt, a cooperative may permit a director, and any or all cooperative members, to participate in a regular or special meeting by, and the cooperative may conduct the meeting through the use of, any means of virtual or remote communication if the cooperative: (1) Implements reasonable measures to verify that each person deemed present and permitted to attend or vote at the meeting by means of virtual or remote communication is a director or cooperative member;(2) Implements reasonable measures to provide directors or cooperative members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the board or cooperative members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings; and(3) Maintains a record of any vote or other action taken by a director or cooperative member that is taken by means of virtual or remote communication.(g) A director or cooperative member who participates in a meeting by the means described in subsection (f), whether the meeting is to be held at a designated place or solely by means of virtual or remote communication, is deemed to be present in person at the meeting.Amended by 2022 Tenn. Acts, ch. 811, s 1, eff. 4/8/2022.Acts 1988, ch. 689, § 2; T.C.A. § 65-25-211.