reglab/housing_qa huggingface dataset:
TN Code § 48-61-111 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 61 - Mergers, Membership Exchanges, Entity Conversions, and For-Profit Conversions|§ 48-61-111. Approval of Entity Conversion of a Domestic Nonprofit Corporation to a Domestic or Foreign Unincorporated Entity

 In the case of an entity conversion of a domestic nonprofit corporation to a domestic or foreign unincorporated entity:   The plan of entity conversion must be adopted by the board of directors;   After adopting the plan of entity conversion, the board of directors must submit the plan to the members for their approval if there are members entitled to vote on the plan. The board of directors must also transmit to the members a recommendation that the members approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the members the basis for that determination;   The board of directors may condition its submission of the plan of entity conversion to the members on any basis;   If the approval of the members is to be given at a meeting, the corporation must notify each member, whether or not entitled to vote, of the meeting of members at which the plan of entity conversion is to be submitted for approval. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a full text copy of the organic documents as they will be in effect immediately after the entity conversion;   Unless Chapters 51 67 of this title, the charter, or the board of directors acting pursuant to subdivision (3) requires a greater vote or a vote by voting groups, the plan of conversion to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group;   If any provision of the charter, bylaws or an agreement to which any of the directors or members are parties, adopted or entered into before January 1, 2015, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, the provision shall be deemed to apply to an entity conversion of the corporation until such time as the provision is subsequently amended; and   If as a result of the conversion one (1) or more members of the corporation would become subject to owner liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of conversion shall require the execution, by each such member, of a separate written consent to become subject to such owner liability.
TN Code § 48-61-113 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 61 - Mergers, Membership Exchanges, Entity Conversions, and For-Profit Conversions|§ 48-61-113. Entity Conversion of Domestic Nonprofit Corporation to Foreign Unincorporated Entity — Articles of Charter Surrender

  Whenever a domestic nonprofit corporation has adopted and approved, in the manner required by this chapter, a plan of entity conversion providing for the corporation to be converted to a foreign unincorporated entity, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth:  The name of the corporation;   A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign unincorporated entity;   A statement that the conversion was duly approved by the members or the board of directors or otherwise in the manner required by this chapter and the charter;   The jurisdiction under the laws of which the survivor will be organized; and   If the survivor will be a nonfiling entity, the address of its executive office immediately after the conversion.     The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing together with the required filing fee. The articles of charter surrender shall take effect on the effective time provided in § 48-51-304.
TN Code § 48-61-115 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 61 - Mergers, Membership Exchanges, Entity Conversions, and For-Profit Conversions|§ 48-61-115. Abandonment of Plan of Entity Conversion — Filing of Statement of Abandonment

  Unless otherwise provided in a plan of entity conversion of a domestic nonprofit corporation, after the plan has been adopted and approved as required by § 48-61-111, and at any time before the entity conversion has become effective, it may be abandoned by the board of directors without action by the members.   If an entity conversion is abandoned after articles of entity conversion or articles of charter surrender have been filed with the secretary of state but before the entity conversion has become effective, a statement that the entity conversion has been abandoned in accordance with this section, executed by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing, together with the required filing fee, prior to the effective date of the entity conversion. Upon filing, the statement shall take effect and the entity conversion shall be deemed abandoned and shall not become effective.
TN Code § 48-61-116 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 61 - Mergers, Membership Exchanges, Entity Conversions, and For-Profit Conversions|§ 48-61-116. Plan of For-Profit Conversion — Contents of Plan

  Subject to the limitations on public benefit corporations in § 48-61-122, a domestic nonprofit corporation may become a domestic business corporation pursuant to a plan of for-profit conversion.   Subject to the limitations on public benefit corporations in § 48-61-122, a domestic nonprofit corporation may become a foreign business corporation if the for-profit conversion is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of for-profit conversion, the foreign for-profit conversion shall be approved by the adoption by the domestic nonprofit corporation of a plan of for-profit conversion in the manner provided in this section.   The plan of for-profit conversion must include:  The terms and conditions of the conversion;   The manner and basis of:  Issuing at least one (1) share in the corporation following its conversion, and   Reclassifying the memberships of the corporation following its conversion into shares, if any, or securities, obligations, rights to acquire shares or securities, cash, other property, or any combination of the foregoing;     Any desired amendments to or restatements of the charter or organic documents of the corporation following its conversion; and   If the domestic nonprofit corporation is to be converted to a foreign for-profit corporation, a statement of the jurisdiction in which the corporation will be incorporated after the conversion.     The plan of for-profit conversion may also include a provision that the plan may be amended prior to filing articles of for-profit conversion, except that subsequent to approval of the plan by the members the plan may not be amended to change:  The amount or kind of shares or securities, obligations, rights to acquire shares or securities, cash, or other property to be received by the members under the plan;   The charter as it will be in effect immediately following the conversion, except for changes permitted by § 48-60-102; or   Any of the other terms or conditions of the plan if the change would adversely affect any of the members in any material respect.     Terms of a plan of for-profit conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with § 48-51-301.   If any debt security, note or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred or executed by a domestic nonprofit corporation before January 1, 2015, contains a provision applying to a merger of the corporation and the document does not refer to a for-profit conversion of the corporation, the provision shall be deemed to apply to a for-profit conversion of the corporation until such time as the provision is amended on or subsequent to January 1, 2015.
TN Code § 48-61-117 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 61 - Mergers, Membership Exchanges, Entity Conversions, and For-Profit Conversions|§ 48-61-117. Approval of Conversion of a Domestic Nonprofit Corporation to a Domestic or Foreign For-Profit Corporation

 In the case of a conversion of a domestic nonprofit corporation to a domestic or foreign for-profit corporation:   The plan of for-profit conversion must be adopted by the board of directors;   After adopting the plan of nonprofit conversion, the board of directors must submit the plan to the members for their approval if there are members entitled to vote on the plan. The board of directors must also transmit to the members a recommendation that the members approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the members the basis for that determination;   The board of directors may condition its submission of the plan of for-profit conversion to the members on any basis;   If the approval of the members is to be given at a meeting, the corporation must notify each member of the meeting of members at which the plan of for-profit conversion is to be submitted for approval. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the charter as it will be in effect immediately after the for-profit conversion and full text copy of the bylaws and other organic documents as they will be in effect immediately after the for-profit conversion;   Unless Chapters 51 68 of this title, the charter, or the board of directors acting pursuant to subdivision (3) requires a greater vote or a vote by voting groups, the plan of for-profit conversion to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group; and   If any provision of the charter, bylaws, or an agreement to which any of the directors or members are parties, adopted or entered into before January 1, 2015, applies to a merger of the corporation and the document does not refer to a for-profit conversion of the corporation, the provision shall be deemed to apply to a for-profit conversion of the corporation until such time as the provision is amended on or subsequent to January 1, 2015.
TN Code § 48-61-118 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 61 - Mergers, Membership Exchanges, Entity Conversions, and For-Profit Conversions|§ 48-61-118. Articles of For-Profit Conversion — Contents

  After a plan of for-profit conversion providing for the conversion of a domestic nonprofit corporation to a domestic business corporation has been adopted and approved as required by this chapter, articles of for-profit conversion shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles shall set forth:  The name of the corporation immediately before the filing of the articles of for-profit conversion and if that name does not satisfy the requirements of § 48-14-101, or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of § 48-14-101;   A statement that the plan of for-profit conversion was duly approved by the members in the manner required by this chapter and the charter if there are members entitled to vote on the plan or, if there are no members entitled to vote on the plan, by the board of directors in the manner required by this chapter and the charter; and   If the corporation is a public benefit corporation, a statement that notice of the plan of for-profit conversion was given to the attorney general and reporter in the manner required by § 48-61-123 and that either:  The plan of for-profit conversion was approved by order of a court of record of this state; or   The corporation received a written statement of no enforcement intent with respect to the plan from the attorney general and reporter.       The articles of for-profit conversion shall have attached a charter that satisfies the requirements of § 48-12-102. Provisions that would not be required to be included in a charter of a domestic business corporation may be omitted.   The articles of for-profit conversion shall be delivered to the secretary of state for filing, together with the required filing fee, and shall take effect at the effective time provided in § 48-51-304. The attached charter shall be delivered to the secretary of state for filing and a fee therefor shall be paid in accordance with § 48-11-303.
TN Code § 48-61-119 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 61 - Mergers, Membership Exchanges, Entity Conversions, and For-Profit Conversions|§ 48-61-119. Conversion of Domestic Nonprofit Corporation to Foreign For-Profit Corporation — Articles of Charter Surrender

  Whenever a domestic nonprofit corporation has adopted and approved, in the manner required by this chapter, a plan of for-profit conversion providing for the corporation to be converted to a foreign for-profit corporation, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth:  The name of the corporation;   A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign for-profit corporation;   A statement that the foreign for-profit conversion was duly approved by the members in the manner required by this section and the charter; and   The corporation's new jurisdiction of incorporation.     The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing together with the required filing fee in accordance with § 48-51-303. The articles of charter surrender shall take effect on the effective time provided in § 48-51-304.
TN Code § 48-61-121 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 61 - Mergers, Membership Exchanges, Entity Conversions, and For-Profit Conversions|§ 48-61-121. Abandonment of For-Profit Conversion — Filing of Statement of Abandonment

  Unless otherwise provided in a plan of for-profit conversion of a domestic nonprofit corporation, after the plan has been adopted and approved as required by this section, and at any time before the for-profit conversion has become effective, it may be abandoned by the board of directors without action by the members.   If a for-profit conversion is abandoned under subsection (a) after articles of for-profit conversion or articles of charter surrender have been filed with the secretary of state but before the for-profit conversion has become effective, a statement that the for-profit conversion has been abandoned in accordance with this section, executed by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing, together with the required filing fee, prior to the effective date of the for-profit conversion. The statement shall take effect upon filing, and the for-profit conversion shall be deemed abandoned and shall not become effective.
TN Code § 48-61-123 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 61 - Mergers, Membership Exchanges, Entity Conversions, and For-Profit Conversions|§ 48-61-123. Public Benefit Corporation to Provide Notice to Attorney General and Reporter of Intent to Consummate Any Merger, Membership Exchange, or Conversions — Time After Notice for Consummation of Transaction

  A public benefit corporation shall give the attorney general and reporter written notice that it intends to consummate any merger, membership exchange or conversions. The notice shall include a copy or summary of the plan of merger, membership exchange or conversion.   No merger, membership exchange or conversion shall be consummated, including any transfer of assets until forty-five (45) days after it has given the written notice required by subsection (a) to the attorney general and reporter or until the attorney general and reporter has consented in writing to, or indicated in writing that the attorney general and reporter will take no action in respect to, the transfer or conveyance, whichever is earlier.
TN Code § 48-61-124 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 61 - Mergers, Membership Exchanges, Entity Conversions, and For-Profit Conversions|§ 48-61-124. Bequests, Devises and Gifts

 Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, which is made to a corporation that is a party to a transaction under this chapter and which takes effect or remains payable after the transaction, inures to the surviving entity with a charitable purpose unless the will or other instrument otherwise specifically provides.
TN Code § 48-62-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 62 - Sale of Assets|§ 48-62-101. Sale of the Assets in Regular Course of Activities and Mortgage of Assets

  A corporation may on the terms and conditions and for the consideration determined by the board of directors:  Sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of its activities;   Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of the corporation's assets, whether or not in the usual and regular course of business; or   Transfer any or all of the corporation's assets to one (1) or more corporations or other entities all of the memberships or interests of which are owned by the corporation.     Unless the charter or bylaws requires, approval of the members or any other person of a transaction described in subsection (a) is not required.
TN Code § 48-62-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 62 - Sale of Assets|§ 48-62-103. Property Held in Trust or Otherwise Dedicated to Charitable Purpose Not to Be Diverted From Its Purpose — Financial Benefit in Connection With Disposition Prohibited — Notice Required of Transactions Not in Usual and Regular Course of Activities

  Property held in trust or otherwise dedicated to a charitable purpose may not be diverted from its purpose by a transaction described in § 48-62-101 or § 48-62-102 unless the corporation complies with subsection (c) to the extent required by and pursuant to the law of this state on cy pres or otherwise dealing with the nondiversion of charitable assets.   A person who is a member or otherwise affiliated with a public benefit corporation may not receive a direct or indirect financial benefit in connection with a disposition of assets unless the person is a public benefit corporation or an unincorporated entity that has a charitable purpose. This subsection (b) does not apply to the receipt of reasonable compensation for services rendered.   A public benefit corporation must give written notice to the attorney general and reporter at least forty-five (45) days before it sells, leases, exchanges or otherwise disposes of all, or substantially all, of its property in a transaction not in the usual and regular course of its activities unless the corporation obtains an appropriate order from the court of competent jurisdiction.
TN Code § 48-63-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 63 - Distributions|§ 48-63-101. Prohibited Distributions

 Except as authorized by § 48-63-102, a corporation shall not make any distributions.
TN Code § 48-63-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 63 - Distributions|§ 48-63-102. Purchase of Memberships—authorized Distributions

  A mutual benefit corporation may purchase its memberships if after the purchase is completed:  The corporation would be able to pay its debts as they become due in the usual course of its activities; and   The corporation's total assets would at least equal the sum of its total liabilities.     A public benefit corporation may make distributions to its members who are public benefit corporations if the distributions are in conformity with its charitable purposes.   A public benefit corporation and a mutual benefit corporation may make distributions upon dissolution in conformity with chapter 64 of this title.
TN Code § 48-67-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 67 - Religious Corporations|§ 48-67-101. Chapters 51 68 Applicable to Religious Corporations

 Except as provided in § 48-67-102, Chapters 51 68 of this title apply to religious corporations.
TN Code § 48-67-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 67 - Religious Corporations|§ 48-67-102. Provisions Not Applicable to Religious Corporations

  The following provisions of Chapters 51 68 of this title shall not apply to religious corporations unless otherwise provided in their articles or bylaws:  Section 48-56-202;   Section 48-56-302;   Section 48-58-110(d);   Section 48-58-303; and   Section 48-64-303.     If religious doctrine or canon law governing the affairs of a religious corporation is inconsistent with Chapters 51 68 of this title on the same subject, the religious doctrine or canon law shall control to the extent, and only to the extent, required by the constitution of the United States or the constitution of this state, or both.
TN Code § 48-69-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 69 - Electric G&t Cooperative Act|§ 48-69-101. Short Title

 This chapter shall be known and may be cited as the “Electric G&T Cooperative Act.”
TN Code § 48-69-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 69 - Electric G&t Cooperative Act|§ 48-69-102. Legislative Findings

  The general assembly finds that a need has developed for electric utility systems engaged in the distribution of electric power and energy in this state and adjoining states to have additional sources of electrical energy through traditional sources of generation and through renewable, clean and passive sources of electrical energy, as well as through other sources known and those sources yet to be known and discovered.   The general assembly finds that because of economies of scale needed for many forms of electrical energy supply resources, there are opportunities to acquire and operate these additional sources of energy on a cooperatively owned basis from owned or leased facilities to fulfill growing needs in and around this state.   The general assembly finds a need to provide a statutory framework for the creation and operation of nonprofit cooperative entities to allow groups of nonprofit cooperatives and municipally, county or other governmentally owned electric utility systems to make electrical power available at the lowest feasible cost, consistent with sound business principles, for wholesale sales to retail suppliers in communities within and without this state.