reglab/housing_qa huggingface dataset:
TN Code § 48-21-121 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 21 - Merger, Share Exchange and Conversion|§ 48-21-121. Abandonment of a Nonprofit Conversion

  Unless otherwise provided in a plan of nonprofit conversion of a domestic business corporation, after the plan has been adopted and approved as required by this section, and at any time before the nonprofit conversion has become effective, it may be abandoned by the board of directors without action by the shareholders.   If a nonprofit conversion is abandoned under subsection (a) after articles of nonprofit conversion or articles of charter surrender have been filed with the secretary of state but before the nonprofit conversion has become effective, a statement that the nonprofit 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, together with the required filing fee, for filing prior to the effective date of the nonprofit conversion. The statement shall take effect upon filing, and the nonprofit conversion shall be deemed abandoned and shall not become effective.
TN Code § 48-22-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 22 - Sale of Assets|§ 48-22-101. Sale of Assets in Regular Course of Business 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 all, or substantially all, of its property in the usual and regular course of business;   Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property 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 shares or interests of which are owned by the corporation.     Unless the charter requires it, approval by the shareholders of a transaction described in subsection (a) is not required.
TN Code § 48-22-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 22 - Sale of Assets|§ 48-22-102. Sale of Assets Other Than in Regular Course of Business

  A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the good will) otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corporation's board of directors, if the board of directors proposes and its shareholders approve the proposed transaction. The sale, lease, exchange or other disposition of all, or substantially all, of the properties (with or without the good will) of one (1) or more subsidiaries of a corporation in which such corporation owns shares possessing at least eighty percent (80%) of the total combined voting power of all classes of stock of the subsidiary then entitled to vote for the election of directors, otherwise than in the usual and regular course of business, shall be treated as a disposition within the meaning of this subsection (a) if the subsidiary or subsidiaries constitute all, or substantially all, of the properties of such corporation.   For a transaction to be authorized:  The board of directors must recommend the proposed transaction to the shareholders, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the submission of the proposed transaction; and   The shareholders entitled to vote must approve the transaction.     The board of directors may condition its submission of the proposed transaction on any basis.   The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 48-17-105. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, the property of the corporation and contain or be accompanied by a description of the transaction.   Unless the charter or the board of directors (acting pursuant to subsection (c)) requires a greater vote or a vote by voting groups, the transaction to be authorized must be approved by a majority of all the votes entitled to be cast on the transaction.   After a sale, lease, exchange or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights) without further shareholder action.   A transaction that constitutes a distribution is governed by § 48-16-401 and not by this section.
TN Code § 48-27-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 27 - Transition Provisions|§ 48-27-101. Application to Existing Domestic Corporations

  Chapters 11 27 of this title apply to all domestic corporations for profit in existence on January 1, 1988, that were incorporated under any general statute of this state providing for incorporation of corporations for profit. Chapters 11 27 shall, however, not apply to corporations, the charters of which were granted by special legislative act prior to the adoption of the Constitution of 1870. Such corporations may amend their charters for any purposes consistent with Chapters 11 27 of this title and in the manner set out in Chapters 11 27 of this title. Such amendments and the particular rights, obligations, duties, and privileges conferred or imposed by the amendments shall be subject to § 48-11-102.   Section 48-12-102(a) does not apply to the charter of any corporation existing on January 1, 1988, unless and until a charter amendment is filed. The first charter amendment filed by a corporation following January 1, 1988, shall include any information required by § 48-12-102(a) not otherwise on file in the office of the secretary of state, except that the name and address of each incorporator may be excluded, and the information required by § 48-12-102(a)(3) shall be provided for the current registered agent and registered office. Until such a charter amendment is filed, a corporation's registered agent shall be that agent specified in the office of the secretary of state on January 1, 1988, and such corporation's registered office shall be deemed to be that office specified as the address of its registered agent unless such agent or office is changed thereafter pursuant to chapter 15 or 25 of this title.   Acts 1968, ch. 523, § 1 (11.01 — 11.11), as amended, in effect on January 1, 1988, shall govern the rights and obligations of any shareholder who exercises the shareholder's right to dissent thereunder if the corporate action creating the right to dissent shall have been approved, by the shareholders (or by the board of directors, if no shareholder approval is required) before January 1, 1988.   Acts 1968, ch. 523, § 1 (3.06 — 3.11), as amended, in effect on January 1, 1988, shall apply to any claims, applications, or proceedings for indemnification, or any corporate action authorizing indemnification, made or begun before January 1, 1988.   Acts 1968, ch. 523, § 1 (12.01 — 12.12, 12.14) and Acts 1969, ch. 66, §§ 1 and 2, in effect on January 1, 1988, shall apply to any dissolution as to which a statement of intent to dissolve has been filed or a court proceeding filed before January 1, 1988.   Any domestic corporation for-profit in existence on January 1, 1988, that was incorporated under any general statute of this state providing for the incorporation of corporations for-profit may convert to a nonprofit public benefit corporation if such corporation filed a restated charter with the secretary of state on or before January 1, 1996, reciting that the corporation is a nonprofit public benefit corporation.
TN Code § 48-27-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 27 - Transition Provisions|§ 48-27-102. Application to Qualified Foreign Corporations

 A foreign corporation authorized to transact business in this state on January 1, 1988, is subject to Chapters 11 27 of this title, but is not required to obtain a new certificate of authority to transact business under Chapters 11 27 of this title.
TN Code § 48-27-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 27 - Transition Provisions|§ 48-27-103. Saving Provisions

  Except as provided in subsection (b), the repeal of a statute by Chapters 11 27 of this title does not affect:  The operation of the statute or any action taken under it before its repeal and if any certificate or document is required to be filed in any public office of this state relating to such action, it may be filed after January 1, 1988, in accordance with the prior statute; provided, that such certificate or document is received by the secretary of state or other recording official on or before April 30, 1988. Any certificate or document recorded or filed pursuant to this subdivision (a)(1) shall pay the fee required by § 48-11-303 for such recording or filing;   Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;   Any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; or   Any proceeding commenced, or reorganization or dissolution authorized by the board of directors, under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.     If a penalty or punishment imposed for violation of a statute repealed by Chapters 11 27 of this title is reduced by Chapters 11 27 of this title, the penalty or punishment if not already imposed shall be imposed in accordance with Chapters 11 27 of this title.
TN Code § 48-28-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 28 - For-Profit Benefit Corporation Act|§ 48-28-101. Short Title

 This chapter shall be known and may be cited as the “For-Profit Benefit Corporation Act.”
TN Code § 48-28-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 28 - For-Profit Benefit Corporation Act|§ 48-28-102. Applicability — Governing Law

 This chapter applies to all for-profit benefit corporations. If a corporation, organized under the Tennessee Business Corporation Act, compiled in Chapters 11 27 of this title, elects to become a for-profit benefit corporation under this chapter in the manner prescribed in this chapter, the corporation shall continue to be subject in all respects to the Tennessee Business Corporation Act, except to the extent that this chapter imposes additional or different requirements, in which case the requirements of this chapter shall apply.
TN Code § 48-28-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 28 - For-Profit Benefit Corporation Act|§ 48-28-103. Chapter Definitions

 As used in this chapter:   “For-profit benefit corporation” means a domestic business corporation organized under and subject to the Tennessee Business Corporation Act, compiled in Chapters 11 27 of this title that intends to pursue a public benefit or public benefits;   “Foreign for-profit benefit corporation” means a for-profit corporation incorporated under a law other than the laws of this state that intends, as stated in its charter or similar governing instrument, to pursue a public benefit or public benefits and has, under that law, the status of a for-profit benefit corporation or its substantial equivalent;   “Public benefit” means a positive effect or reduction of negative effects on one (1) or more categories of persons, entities, communities, or interests, other than shareholders in their capacities as shareholders, including, but not limited to, an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific, or technological effect; and   “Public benefit provisions” means the provisions of a charter as described in § 48-28-104(d).
TN Code § 48-28-105 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 28 - For-Profit Benefit Corporation Act|§ 48-28-105. Conspicuous Notice of Status of Corporation as For-Profit Benefit Corporation

  Any stock certificate issued by a for-profit benefit corporation shall conspicuously note that the corporation is a for-profit benefit corporation subject to this chapter.   Any notice sent by a for-profit benefit corporation pursuant to § 48-11-202, shall conspicuously state that the corporation is a for-profit benefit corporation subject to this chapter.
TN Code § 48-28-106 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 28 - For-Profit Benefit Corporation Act|§ 48-28-106. Duties of Director

  In discharging the duties of the position of director of a for-profit benefit corporation, a director shall consider the effects of any contemplated, proposed, or actual transaction or other conduct on the interests of those materially affected by the corporation's conduct, including the pecuniary interests of shareholders, and the public benefit or public benefits identified in its charter and shall not give regular, presumptive, or permanent priority to the interests of any individual constituency or limited group of constituencies materially affected by the corporation's conduct, including the pecuniary interests of shareholders.   A director of a for-profit benefit corporation shall not, by virtue of the public benefit provisions authorized by § 48-28-104(d), have any duty to any person on account of any interest of such person in the public benefit or public benefits identified in the charter. A director who performs the duties of a director stated in subsection (a) is not liable by reason of being or having been a director of a for-profit benefit corporation under § 48-18-301.   The charter of a for-profit benefit corporation may include a provision that any disinterested failure to satisfy this section shall not, for the purposes of §§ 48-18-301 and 48-18-302 or §§ 48-18-501 – 48-18-509, constitute an act or omission not in good faith, or a breach of the duty of loyalty.
TN Code § 48-28-107 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 28 - For-Profit Benefit Corporation Act|§ 48-28-107. Notice of Meetings — Annual Benefit Reports — Use of Third-Party Standard or Certification Addressing Promotion of Public Benefit or Benefits

  A for-profit benefit corporation shall include in every notice of a meeting of shareholders a statement to the effect that it is a for-profit benefit corporation subject to this chapter.   No later than four (4) months after the close of a for-profit benefit corporation's fiscal year, the for-profit benefit corporation shall deliver to its shareholders an annual benefit report covering the immediately preceding fiscal year. The annual benefit report shall state the name of the for-profit benefit corporation and contain, with regard to the period covered by the report, a narrative description of:  The ways in which the corporation pursued the public benefit or public benefits stated in its charter;   The extent to which that public benefit purpose or purposes were pursued and achieved; and   Any material circumstances that hindered efforts to pursue or achieve the public benefit or public benefits.     A for-profit benefit corporation is not required to have its annual benefit report audited, certified, or otherwise evaluated by a third party.   A for-profit benefit corporation shall post its annual benefit reports on the public portion of its website, if any; provided, the compensation paid to directors and financial or proprietary information may be omitted from the posted annual benefit reports.   If a for-profit benefit corporation does not have a website, the for-profit benefit corporation shall provide a copy of its most recent annual benefit report, without charge, to any person who requests a copy; provided, the compensation paid to directors and financial or proprietary information may be omitted from the provided annual benefit reports.   The charter or bylaws of a for-profit benefit corporation may require that the corporation use a third-party standard in connection with or attain a periodic third-party certification addressing the corporation's promotion of the public benefit or public benefits identified in the charter or the best interests of those materially affected by the corporation's conduct.
TN Code § 48-28-108 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 28 - For-Profit Benefit Corporation Act|§ 48-28-108. Standing to Maintain Derivative Suit

 Shareholders of a for-profit benefit corporation owning individually or collectively, as of the date of instituting the derivative suit, at least two percent (2%) of the corporation's outstanding shares or, in the case of a corporation with shares listed on a national securities exchange, the lesser of that percentage or shares having at least two million dollars ($2,000,000) in aggregate market value, may maintain a derivative lawsuit to enforce a director's duties set forth in § 48-28-106(a). For purposes of this section, “aggregate market value” means the average of the high and low trading values multiplied by the number of shares issued and outstanding determined as of the last trading day immediately preceding the date of filing the derivative suit.
TN Code § 48-28-109 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 28 - For-Profit Benefit Corporation Act|§ 48-28-109. Applicability of Chapter as to Business Corporations That Are Not For-Profit Benefit Corporations

 This chapter shall not affect a statute or other rule of law applicable to a domestic business corporation that is not a for-profit benefit corporation, except as provided in § 48-28-104. Specifically, no implication is made by, and no inference may be drawn from, the enactment of this chapter as to whether, in exercising their duties, the officers or directors of a domestic business corporation that is not a for-profit benefit corporation may consider the impact of the corporation's transactions or other conduct on:   The interests of those materially affected by the corporation's conduct, including the pecuniary interests of shareholders; or   Any public benefit or public benefits identified in its charter.
TN Code § 48-52-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 52 - Incorporation|§ 48-52-101. Incorporators

 One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering a charter to the secretary of state for filing. If any incorporator dies or is for any reason unable to act, the other incorporators, if any, may act. If there is no incorporator able to act, any person for whom an incorporator was acting as agent may act in the incorporator's stead or, if such other person also dies or is for any reason unable to act, or the incorporator was not acting as an agent, the incorporator's legal representative may act.
TN Code § 48-52-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 52 - Incorporation|§ 48-52-103. Incorporation

  Unless a delayed effective date is specified, the corporate existence begins when the charter is filed by the secretary of state.   The secretary of state's filing of the charter is conclusive proof that the incorporators satisfied all conditions precedent to incorporation, except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
TN Code § 48-52-104 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 52 - Incorporation|§ 48-52-104. Liability for Preincorporation Transactions

 All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under Chapters 51 68 of this title, are jointly and severally liable for all liabilities created while so acting, except for any liability to any person who knew or reasonably should have known that there was no incorporation.
TN Code § 48-52-105 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 52 - Incorporation|§ 48-52-105. Organization of Corporation

  After incorporation:  If initial directors are named in the charter, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;   If initial directors are not named in the charter, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators and upon two (2) days' notice of the date, time, and place of the meeting to:  Elect directors and complete the organization of the corporation; or   Elect a board of directors who shall complete the organization of the corporation.       Action required or permitted by Chapters 51 68 of this title to be taken by incorporators at an organizational meeting may be taken without a meeting. If all incorporators consent to taking such action without a meeting, the affirmative vote of the number of incorporators that would be necessary to authorize or take such action at a meeting is the act of the incorporators. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each incorporator in one (1) or more counterparts, indicating each signing incorporator's vote or abstention on the action, and shall be included in the minutes or filed with the corporate records reflecting the action taken.   An organizational meeting may be held in or out of this state.
TN Code § 48-52-106 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 52 - Incorporation|§ 48-52-106. Bylaws — Limitations on Liability

  The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.   The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the charter.    The bylaws may contain a provision permitting or requiring indemnification of a director for liability to any person for any action taken, or any failure to take any action, as a director, except liability for:  Receipt of a financial benefit to which the director is not entitled;   An intentional infliction of harm;   A violation of § 48-58-302 (unlawful distribution); or   An intentional violation of criminal law; and     For purposes of this subsection (c):  “Liability” means the obligation to pay a judgment, settlement, penalty, fine, including excise tax assessed with respect to an employee benefit plan, as reasonable expenses incurred with respect to a proceeding; and   “Proceeding” includes a threatened, pending or completed proceeding.       The liability of a director of a nonprofit corporation that is not a public benefit corporation may be eliminated or limited by a provision of the bylaws that a director shall not be liable to the corporation or its members for money damages for any action taken, or any failure to take any action, as a director, except liability for:  The amount of a financial benefit received by the director to which the director is not entitled;   An intentional infliction of harm;   A violation of § 48-58-302; or   An intentional violation of criminal law.