(a)A cooperative may not sell, mortgage, lease, or otherwise dispose of or encumber all or any major portion of its property unless such sale, mortgage, lease, or other disposition or encumbrance is authorized at a duly held meeting of the members thereof by the affirmative vote of not less than two-thirds (2/3) of all of the members of the cooperative, and unless the notice of such proposed sale, mortgage, lease, or other disposition or encumbrance shall have been contained in the notice of the meeting; provided, that notwithstanding anything herein contained, or any other law, the board of directors of a cooperative, without authorization by the members thereof, shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or deed or deeds of tru
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(a) A cooperative may not sell, mortgage, lease, or otherwise dispose of or encumber all or any major portion of its property unless such sale, mortgage, lease, or other disposition or encumbrance is authorized at a duly held meeting of the members thereof by the affirmative vote of not less than two-thirds (2/3) of all of the members of the cooperative, and unless the notice of such proposed sale, mortgage, lease, or other disposition or encumbrance shall have been contained in the notice of the meeting; provided, that notwithstanding anything herein contained, or any other law, the board of directors of a cooperative, without authorization by the members thereof, shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or deed or deeds of trust upon, or the pledging or encumbrancing of, any or all of the property, or assets of the cooperative, tangible or intangible, whether acquired or to be acquired, and wherever situated, as well as the revenues and income therefrom, all upon such terms and conditions as the board of directors shall determine, to secure any indebtedness of the cooperative to the United States or any instrumentality or agency thereof, which shall include but shall not be limited to the rural electrification administration and/or the rural telephone bank. (b) A cooperative may secure any of its indebtedness through: (1) The Rural Telephone Finance Corporation; (2) Any savings and loan association or savings bank, collectively referred to as savings institutions, or any bank chartered by this state; (3) Any national bank or federal savings institution that has its main office located in this state; or (4) Any national or state bank, or any federal or state savings institution that has its main office located outside this state and that maintains one (1) or more branches in this state which are authorized to accept federally insured deposits. For the purposes of this section, an automated teller machine or such other similar type receptacle or device shall not be considered a branch. (c) Notwithstanding subsections (a) and (b), only a cooperative having territorial boundaries solely within the northwestern counties of this state having a population of not less than thirty-two thousand four hundred (32,400) nor more than thirty-two thousand five hundred (32,500), not less than thirty-seven thousand two hundred (37,200) nor more than thirty-seven thousand three hundred (37,300), and not less than forty-eight thousand one hundred twenty-five (48,125) nor more than forty-eight thousand two hundred (48,200), all according to the 2000 federal census or any subsequent federal census, and having seven thousand (7,000) or fewer members subscribing to telephone services, may sell, merge, mortgage, lease, or otherwise dispose of or encumber all or any major portion of its property, so long as such sale, mortgage, lease, or other disposition or encumbrance is authorized at a duly held meeting of the members of the cooperative by the affirmative vote of not less than two-thirds (2/3) of the members voting on the disposition or encumbrance at such meeting, and so long as the notice of such proposed sale, merger, mortgage, lease, or other disposition or encumbrance is contained in the notice of the meeting. The provisions established by this subsection (c) may only be utilized by a Tennessee cooperative described within this subsection (c) and are not applicable to any other Tennessee cooperative.