Tennessee § 43-38-1001 - Dissolution by organizers or initial directors.

§ 43-38-1001. Dissolution by organizers or initial directors.

A majority of the organizers or initial directors of a cooperative that has not issued membership interest or has not commenced business may dissolve the cooperative by delivering to the secretary of state for filing articles of dissolution and termination that set forth: The name of the cooperative; The date of its incorporation; Either that: None of the cooperative membership interest have been issued; or The cooperative has not commenced business; That no debt of the cooperative remains unpaid; That the net assets of the cooperative remaining after winding up have been distributed to the members, if membership interests were issued; and That a majority of the organizers or initial directors authorized the dissolution and the date dissolution was thus authorized. If the secretary of state finds that the articles of dissolution and termination of its cooperative existence comply with the requirements of subsection (a), the secretary of state shall file the articles of dissolution, except that the termination of its existence shall not take away or impair any remedy to or against the cooperative, its directors, officers or members, for any right of claim existing or any liability incurred, prior to the termination. Any such action or proceeding by or against the cooperative may be prosecuted or defended by the cooperative in its name. The members, directors, and officers have the power to take such action as may be appropriate to protect the remedy, right or claim. Acts 2004, ch. 534, § 32.