reglab/housing_qa huggingface dataset:
TN Code § 48-103-505 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 5 - Greenmail Act|§ 48-103-505. Severability — Construction With Other Laws

  If any clause, sentence, subparagraph, paragraph, subsection, section, article or other portion of this part or the application thereof to any person or circumstances shall be held invalid, such holding shall not affect, impair or invalidate the remainder of this part or parts 2-4 of this chapter or the application of such portion held invalid to any other person or circumstances, but shall be confined in its operation to the clause, sentence, subparagraph, paragraph, subsection, section, article or other portion thereof directly involved in such holding or to the person or circumstances therein involved.   If any provision of this part is inconsistent with, in conflict with, or contrary to any other provision of Tennessee law, such provision of this part shall prevail over such other provision and such other provision shall be deemed to be amended, superseded or repealed to the extent of such inconsistency or conflict.
TN Code § 48-228-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 228 - Records and Reports|Part 1 - Required Records and Information|§ 48-228-101. Required Records and Information

  Board-Managed LLC.  If an LLC has elected to be board-managed, it shall keep at its principal executive office, or at another place or places within the United States determined by the board of governors:  A current list of the full name and last-known business, residence, or mailing address of the chief manager, secretary and each member and governor;   A current list of the full name and last-known business, residence, or mailing address of each assignee of financial rights and a description of the rights assigned;   A copy of the articles and all amendments to the articles;   Copies of the currently effective operating agreement and/or any agreements concerning classes or series of membership interests;   Copies of the LLC's federal, state, and local income tax returns and reports, if any, for the three (3) most recent years;   Financial statements required by § 48-228-201 and accounting records of the LLC;   Records of all proceedings of members, if any;   Any written consents obtained from members under Chapters 201 248 of this title;   Records of all proceedings of the board of governors for the last three (3) years;   A statement of all contributions accepted under § 48-232-101, the identity of the contribution and the agreed value of the contribution;   A copy of all contribution agreements and contribution allowance agreements; and   A copy of the LLC's most recent annual report delivered to the secretary of state under § 48-228-203.     Member-Managed LLC.  If an LLC has elected to be governed by the members directly, it shall keep at its principal executive office, or at another place or places within the United States determined by its members:  All records required by subsection (a), except for subdivision (a)(6) and other records relating solely to a board of governors, the identity of governors, or actions of a board of governors; and   Financial information sufficient to provide true and full information regarding the status of the business and financial condition of the LLC.
TN Code § 48-228-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 228 - Records and Reports|Part 1 - Required Records and Information|§ 48-228-102. Inspection of Records by Members

  Right of Inspection.  A member of an LLC is entitled to inspect and copy, during regular business hours at the LLC's principal executive office, any of the records of the LLC described in § 48-228-101, if the member gives the LLC written notice of such demand at least five (5) business days before the date on which the member wishes to inspect and copy.   No Limitation.  The right of inspection granted by this section may not be abolished or limited by an LLC's articles or operating agreement.   Other Rights and Powers Unaffected.  This section does not affect:  The right of a member to inspect records, if the member is in litigation with the LLC, to the same extent as any other litigant; or   The power of a court to compel the production of records for examination.
TN Code § 48-228-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 228 - Records and Reports|Part 1 - Required Records and Information|§ 48-228-103. Scope of Inspection Right

  Agent or Attorney.  A member's agent or attorney has the same inspection and copying rights as the member such agent or attorney represents.   Right to Copy.  The right to copy records under § 48-228-102 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.   Reasonable Charge Allowed.  The LLC may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.
TN Code § 48-228-104 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 228 - Records and Reports|Part 1 - Required Records and Information|§ 48-228-104. Court-Ordered Inspection

  If an LLC does not allow a member who complies with § 48-228-102(a) to inspect and copy any records required by that subsection to be available for inspection, a court in the county where the LLC's principal executive office (or, if none in this state, its registered office) is located may summarily order inspection and copying of the records demanded at the LLC's expense upon application of the member.   If the court orders inspection and copying of the records demanded, it shall also order the LLC to pay the member's costs (including reasonable counsel fees) incurred to obtain the order if the member proves that the LLC refused inspection without a reasonable basis for doubt about the right of the member to inspect the records demanded.   If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
TN Code § 48-228-201 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 228 - Records and Reports|Part 2 - Reports|§ 48-228-201. Financial Statements for Members

  A board-managed LLC shall prepare financial statements at least annually, which may be consolidated or combined statements of the LLC and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the reporting period and an income statement for that period. If financial statements are prepared for the LLC on the basis of generally accepted accounting principles, the financial statements must also be prepared on that basis. If requested in writing by any member or holder of financial rights, the LLC shall furnish such statements to such person as set out in subsection (c).   If the annual financial statements are reported upon by a public accountant, the accountant's report must accompany them. If not, the statements must be accompanied by a statement of the chief manager or the person responsible for the LLC's accounting records:  Stating such person's reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and   Describing any respects in which the statements were not prepared on a basis for accounting consistent with the statements prepared for the preceding year.     An LLC shall mail the annual financial statements to each requesting member or holder of financial rights, within one (1) month after notice of the request; provided, that with respect to the financial statements for the most recently completed fiscal year, the statements shall be mailed to the member within four (4) months after the close of the fiscal year.
TN Code § 48-228-202 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 228 - Records and Reports|Part 2 - Reports|§ 48-228-202. Financial Statements for Member-Managed Llcs

 A member or holder of financial rights of a member-managed LLC shall have access to true and full information regarding the status of the business and financial condition of the LLC.
TN Code § 48-228-203 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 228 - Records and Reports|Part 2 - Reports|§ 48-228-203. Annual Report for Secretary of State

  Each domestic LLC, and each foreign LLC authorized to transact business in this state, shall deliver to the secretary of state for filing an annual report that sets forth:  The name of the LLC and the jurisdiction under whose law it is incorporated;   The street address and zip code of its registered office and the name of its registered agent at that office in this state;   The street address, including the zip code, of its principal executive office (and a mailing address such as a post office box if the United States postal service does not deliver to the principal executive office);   If the LLC is board-managed (or its equivalent), the names and business addresses, including the zip code, of its governors (or their equivalent);   The names and business addresses, including the zip code, of its managers (or equivalent);   The federal employer identification number (FEIN) of the LLC, or if such number has not been obtained, a representation that it has been applied for; and   The number of members of the LLC at the date of filing.     Information in the annual report shall be current as of the date the annual report is executed on behalf of the LLC.   Every LLC shall file the annual report with the secretary of state on or before the first day of the fourth month following the end of the close of the LLC's fiscal year or upon a date set by rule by the secretary of state.
TN Code § 48-231-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 231 - Dissenters' Rights|Part 1 - Definitions|§ 48-231-101. Chapter Definitions

 As used in this chapter:   “Dissenter” means a member who is entitled to dissent from LLC action under § 48-231-201(a) and who exercises that right when and in the manner required under this chapter;   “Fair value” means the value of the dissenter's membership interest of an LLC immediately before the effective date of the LLC action referred to in § 48-231-201(a), excluding any appreciation or depreciation in anticipation of the LLC action;   “Interest” means interest from the effective date of the action referred to in § 48-231-201(a) that gave rise to the member's right to dissent until the date of payment, at the average auction rate paid on United States treasury bills with a maturity of six (6) months (or the closest maturity thereto) as of the auction date for such treasury bills closest to such effective date;   “LLC” means an LLC whose members have obtained rights to dissent under § 48-231-201(a), and includes any successor by merger;   “Member” includes a former member when dissenters' rights exist because:  The membership of that former member has terminated causing dissolution; and   The dissolved LLC has then entered into a merger under § 48-244-101 or § 48-244-201.
TN Code § 48-231-201 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 231 - Dissenters' Rights|Part 2 - Right to Dissent|§ 48-231-201. Right to Dissent

  A member of an LLC is entitled to dissent from, and obtain payment of the fair value, as determined under § 48-231-206, of the member's membership interests in the event of, any of the following LLC actions:  Consummation of a plan of merger to which the LLC is a party;   Consummation of a sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the LLC not made in the usual or regular course of its business, but not including a disposition in dissolution described in § 48-245-501(d), or a disposition pursuant to an order of a court, or a disposition for cash on terms requiring that all or substantially all of the net proceeds of disposition be distributed to the members in accordance with their respective membership interests within one (1) year after the date of disposition;   Except as provided in the articles or operating agreement in effect when the person becomes a member or placed in such agreement without the opposing vote of the member, an amendment of the articles or operating agreement that materially and adversely affects the rights or preferences of the membership interests of the dissenting member because it:  Alters or abolishes a preferential right of the membership interests;   Alters or abolishes a preemptive right of the owner of the membership interests to make a contribution;   Excludes or limits the right of a member to vote on a matter, or to cumulate votes, except as the right may be excluded or limited through the acceptance of contributions or the making of contribution agreements pertaining to membership interests with similar or different voting rights; or   Establishes or changes the conditions for or consequences of expulsion;     An amendment to the articles or operating agreement that materially and adversely affects the rights or preferences of the membership interests of the dissenting member because it:  Changes a member's right to resign or retire; or   Alters or abolishes a right in respect of the redemption of the membership interests, including a provision respecting a sinking fund for the redemption or repurchase of such membership interests;     Any other LLC action taken pursuant to a member vote to the extent the articles, the operating agreement, or a resolution approved by the members provides that dissenting members are entitled to dissent and obtain payment for their membership interests.     A member entitled to dissent and obtain payment for such member's membership interest under this chapter may not challenge the LLC action creating such member's entitlement unless the action is unlawful or fraudulent with respect to the member or the LLC.
TN Code § 48-231-202 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 231 - Dissenters' Rights|Part 2 - Right to Dissent|§ 48-231-202. Notice of Dissenters' Rights

  If proposed LLC action creating dissenters' rights under § 48-231-201 is submitted to a vote at a members' meeting, the meeting notice must state that members are or may be entitled to assert dissenters' rights under this chapter and be accompanied by a copy of this chapter.   If LLC action creating dissenters' rights under § 48-231-201 is taken without a vote of the members, the LLC shall notify in writing all members entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in § 48-231-204.   An LLC's failure to give notice pursuant to this section will not invalidate the LLC action.
TN Code § 48-231-203 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 231 - Dissenters' Rights|Part 2 - Right to Dissent|§ 48-231-203. Notice of Intent to Demand Payment

  If proposed LLC action creating dissenters' rights under § 48-231-201 is submitted to a vote at a members' meeting, a member who wishes to assert dissenters' rights:  Must deliver to the LLC, before the vote is taken, written notice of such member's intent to demand payment for such member's membership interest if the proposed action is effectuated; and   Must not vote such member's membership interest in favor of the proposed action. No such written notice of intent to demand payment is required of any member to whom the LLC failed to provide the notice required by § 48-231-202.     A member who does not satisfy the requirements of subsection (a) is not entitled to payment for such member's membership interest under this chapter.
TN Code § 48-231-204 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 231 - Dissenters' Rights|Part 2 - Right to Dissent|§ 48-231-204. Dissenters' Notice

  If proposed LLC action creating dissenters' rights under § 48-231-201 is authorized at a members' meeting, the LLC shall deliver a written dissenters' notice to all members who satisfied the requirements of § 48-231-203.   The dissenters' notice must be sent no later than ten (10) days after the LLC action was authorized by the members or effectuated, whichever is the first to occur, and must:  State where the payment demand must be sent;   Supply a form for demanding payment that includes the date of the first announcement to news media or to members of the principal terms of the proposed LLC action and requires that the person asserting dissenters' rights certify whether or not the member acquired membership interest before that date;   Set a date by which the LLC must receive the payment demand, which date may not be fewer than one (1) nor more than two (2) months after the date required in subsection (a) is delivered; and   Be accompanied by a copy of this chapter, if the LLC has not previously sent a copy of this chapter to the member pursuant to § 48-231-202.
TN Code § 48-231-205 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 231 - Dissenters' Rights|Part 2 - Right to Dissent|§ 48-231-205. Duty to Demand Payment

  A member sent a dissenters' notice described in § 48-231-204 must demand payment and certify whether the member acquired the membership interest before the date required to be set forth in the dissenters' notice pursuant to § 48-231-204(b)(2).   The member who demands payment under subsection (a) retains all other rights of a member until these rights are cancelled or modified by the effectuation of the proposed LLC action.   A member who does not demand payment by the date set in the dissenters' notice is not entitled to payment for such member's membership interest under this chapter.   A demand for payment filed by a member may not be withdrawn unless the LLC with which it was filed, or the surviving LLC, consents to such withdrawal.
TN Code § 48-231-206 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 231 - Dissenters' Rights|Part 2 - Right to Dissent|§ 48-231-206. Payment

  Except as provided in § 48-231-208, as soon as the proposed LLC action is effectuated, or upon receipt of a payment demand, whichever is later, the LLC shall pay each dissenter who complied with § 48-231-205 the amount the LLC estimates to be the fair value of such dissenter's partnership interest, plus accrued interest.   The payment must be accompanied by:  The LLC's balance sheet as of the end of a fiscal year ending not more than sixteen (16) months before the date of payment, an income statement for that year, and the latest available interim financial statements, if any;   A statement of the LLC's estimate of the fair value of the membership interests;   An explanation of how the value of the membership interest was calculated;   A statement of the dissenter's right to demand payment under § 48-231-209; and   A copy of this chapter, if the LLC has not previously sent a copy of this chapter to the member pursuant to § 48-231-202 or § 48-231-204.
TN Code § 48-231-207 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 231 - Dissenters' Rights|Part 2 - Right to Dissent|§ 48-231-207. Failure to Take Action

 If the LLC does not effectuate the proposed action that gave rise to the dissenters' rights within two (2) months after the date set for demanding payment, it must send a new dissenters' notice under § 48-231-203 and repeat the payment demand procedure if it effectuates the proposed action.
TN Code § 48-231-208 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 231 - Dissenters' Rights|Part 2 - Right to Dissent|§ 48-231-208. After-Acquired Membership Interests

  An LLC may elect to withhold payment required by § 48-231-206 from a dissenter unless the dissenter was a member before the date set forth in the dissenters' notice as the date of the first announcement to news media or to members of the principal terms of the proposed LLC action.   To the extent the LLC elects not to withhold payment under subsection (a), after effectuating the proposed LLC action, it shall estimate the fair value of the membership interest, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of the dissenter's demand. The LLC shall send with its offer a statement of its estimate of the fair value of the membership interest, an explanation of how the interest was calculated, and a statement of the dissenter's right to demand payment under § 48-231-209.
TN Code § 48-231-209 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 231 - Dissenters' Rights|Part 2 - Right to Dissent|§ 48-231-209. Procedure if Member Dissatisfied With Payment or Offer

  A dissenter may notify the LLC in writing of the dissenter's own estimate of the fair value of such dissenter's membership interest and amount of interest due, and demand payment of the dissenter's estimate (less any payment under § 48-231-206), or reject the LLC's offer under § 48-231-208 and demand payment of the fair value of membership interest and interest due, if:  The dissenter believes that the amount paid under § 48-231-206 or offered under § 48-231-208 is less than the fair value of such dissenter's membership interest or that the interest due is incorrectly calculated; or   The LLC fails to make payment under § 48-231-206 within two (2) months after the date set for demanding payment.     A dissenter waives the right to demand payment under this section unless the dissenter notifies the LLC of such dissenter's demand in writing under subsection (a) within one (1) month after the LLC made or offered payment for such dissenter's membership interest.