reglab/housing_qa huggingface dataset:
TN Code § 48-56-401 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 56 - Members and Memberships|Part 4 - Derivative Suits|§ 48-56-401. Derivative Suits

  A proceeding may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by:  Any member or members having five percent (5%) or more of the voting power or by fifty (50) members, whichever is less; or   Any director.     In any such proceeding, each plaintiff shall be a member or director at the time of bringing the proceeding.   A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the directors and either why the plaintiffs could not obtain the action or why they did not make the demand. If a demand for action was made and the corporation's investigation of the demand is in progress when the proceeding is filed, the court may stay the suit until the investigation is completed.   A proceeding commenced under this section may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation's members or a class of members, the court shall direct that notice be given the members affected. If notice is so directed to be given, the court may determine which party or parties to the suit shall bear the expense of giving such notice, in such proportion as the court finds to be reasonable in the circumstances, and the amount of such expense shall be awarded as special costs of the suit and recoverable in the same manner as other taxable costs.   On termination of the proceeding, the court may require the plaintiffs to pay any defendant's reasonable expenses (including counsel fees) incurred in defending the suit if it finds that the proceeding was commenced frivolously or in bad faith.   If the proceeding on behalf of the corporation results in the corporation taking some action requested by the plaintiffs or otherwise was successful, in whole or in part, or if anything was received by the plaintiffs as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiffs reasonable expenses (including counsel fees).   The plaintiffs shall notify the attorney general and reporter within ten (10) days after commencing any proceedings under this section if the proceeding involves a public benefit corporation or assets held in charitable trust by a mutual benefit corporation.
TN Code § 48-56-501 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 56 - Members and Memberships|Part 5 - Delegates|§ 48-56-501. Delegates

  A corporation may provide in its charter or bylaws for delegates having some or all of the authority of members.   The charter or bylaws may set forth provisions relating to:  The characteristics, qualifications, rights, limitations and obligations of delegates, including their selection and removal;   Calling, noticing, holding and conducting meetings of delegates; and   Carrying on corporate activities during and between meetings of delegates.
TN Code § 48-57-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 57 - Meetings and Voting|Part 1 - Meetings and Action Without Meetings|§ 48-57-101. Annual Meeting

  At a time stated in or fixed in accordance with the bylaws, a corporation with members shall hold annually a meeting of its members.   Annual membership meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office.   At the annual meeting:  The president and chief financial officer shall report on the activities and financial condition of the corporation; and   The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of § 48-57-105.     The failure to hold an annual meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
TN Code § 48-57-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 57 - Meetings and Voting|Part 1 - Meetings and Action Without Meetings|§ 48-57-102. Special Meeting

  A corporation with members shall hold a special meeting of members:  On call of its board of directors or the person or persons authorized to do so by the charter or bylaws; or   Unless the charter otherwise provides, if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held.     If not otherwise fixed under § 48-57-103 or § 48-57-107, the record date for determining the members entitled to demand a special meeting is the date the first member signs the demand.   If a notice for a special meeting demanded under subdivision (a)(2) is not given pursuant to § 48-57-105 within one (1) month after the effective date of the written demand or demands under § 48-51-202, regardless of the requirements of subsection (d), any person or persons signing the demand or demands may set the time and place of the meeting and give notice pursuant to § 48-57-105.   Special meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.   Only business within the purpose or purposes described in the meeting notice required by § 48-57-105 may be conducted at a special meeting of members.
TN Code § 48-57-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 57 - Meetings and Voting|Part 1 - Meetings and Action Without Meetings|§ 48-57-103. Court-Ordered Meeting

  A court of record having equity jurisdiction in the county where a corporation's principal office (or, if none in this state, its registered office) is located may summarily order a meeting to be held on application of:  Any member or other person entitled to participate in the annual meeting, and in the case of a public benefit corporation, the attorney general and reporter, if an annual meeting was not held within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting; or   A member who signed a demand for a special meeting valid under § 48-57-102, or a person or persons entitled to call a special meeting and in the case of a public benefit corporation, the attorney general and reporter, if:  Notice of the special meeting was not given within one (1) month after the date the demand was delivered to the corporation's secretary; or   The special meeting was not held in accordance with the notice.       The court may fix the time and place of the meeting, determine the members entitled to participate and vote at the meeting, specify a record date for determining members entitled to notice of the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting.   If the court orders a meeting, it may also order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order.
TN Code § 48-57-105 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 57 - Meetings and Voting|Part 1 - Meetings and Action Without Meetings|§ 48-57-105. Notice of Meeting

  A corporation shall give notice consistent with its charter or bylaws of meetings of members in a fair and reasonable manner.   Any notice which conforms to the requirements of subsection (c) is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered.   Notice is fair and reasonable if:  The corporation notifies its members of the place, date and time of each annual and special meeting of members no fewer than ten (10) days nor more than two (2) months before the meeting date;   Notice of an annual meeting includes a description of any matter or matters which must be approved by the members under § 48-58-302, § 48-58-507, § 48-60-103, § 48-60-202, § 48-61-103, § 48-62-102 or § 48-64-102; and   Notice of a special meeting includes a description of the matter or matters for which the meeting is called.     Unless the bylaws require otherwise, if an annual or special meeting of members is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under § 48-57-107, however, notice of the adjourned meeting must be given under this section to the members of record of the new record date.   When giving notice of an annual or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if:  Requested in writing to do so by a person entitled to call a special meeting; and   The request is received by the secretary or president of the corporation at least ten (10) days before the corporation gives notice of the meeting.     A certificate of the secretary or other person giving the notice that the notice required by this section has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
TN Code § 48-57-106 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 57 - Meetings and Voting|Part 1 - Meetings and Action Without Meetings|§ 48-57-106. Waiver of Notice

  A member may waive any notice required by Chapters 51 68 of this title, the charter, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.   A member's attendance at a meeting:  Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting (or promptly upon the member's arrival) objects to holding the meeting or transacting business at the meeting; and   Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
TN Code § 48-57-107 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 57 - Meetings and Voting|Part 1 - Meetings and Action Without Meetings|§ 48-57-107. Record Date — Determining Members Entitled to Notice and Vote

  The bylaws may fix or provide the manner of fixing the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members at the close of business on the business day preceding the day on which notice is given, or if notice is waived, at the close of business on the business day preceding the day on which the meeting is held, are entitled to notice of the meeting.   The bylaws may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a member's meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.   The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing such a record date, the board may fix in advance such a record date. If no such record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later, are entitled to exercise rights.   A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of members occurs.   A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than four (4) months after the record date for determining members entitled to notice of the original meeting.   If a court orders a meeting adjourned to a date more than four (4) months after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice or voting.
TN Code § 48-57-108 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 57 - Meetings and Voting|Part 1 - Meetings and Action Without Meetings|§ 48-57-108. Action by Written Ballot

  Except as otherwise restricted by the charter or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation having members delivers a ballot to every member entitled to vote on the matter.   A ballot must:  Be in the form of a document;   Set forth each proposed action;   Provide an opportunity to vote for, or withhold a vote for, each candidate for election as a director; and   Provide an opportunity to vote for or against or abstain from each proposed action.     Approval by ballot pursuant to this section of action, unless the charter, bylaws, or Chapters 51 68 of this title require a greater number of affirmative votes, is valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.   All solicitations for votes by ballot must:  Indicate the number of responses needed to meet the quorum requirements;   State the percentage of approvals necessary to approve each matter other than election of directors; and   Specify the time by which a ballot must be received by the corporation having members in order to be counted.     Except as otherwise permitted by the charter, bylaws or ballot, a ballot may not be revoked.
TN Code § 48-57-201 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 57 - Meetings and Voting|Part 2 - Voting|§ 48-57-201. Members' List for Meeting

  After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of a meeting. The list must show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting, but not entitled to notice of the meeting. This list shall be prepared on the same basis and be part of the list of members.   The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two (2) business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member's agent, or attorney is entitled on written demand to inspect and, subject to the limitations of §§ 48-66-102(c) and 48-66-105, to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection.   The corporation shall make the list of members available at the meeting, and any member, a member's agent, or attorney is entitled to inspect the list at any time during the meeting or any adjournment.   If the corporation refuses to allow a member, a member's agent, or attorney to inspect the list of members before or at the meeting (or copy the list as permitted by subsection (b)), a court of record having equity jurisdiction in the county where a corporation's principal office (or if none in this state, its registered office) is located, on application of the member, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.   Refusal or failure to make available the members' list does not affect the validity of action taken at the meeting.
TN Code § 48-57-202 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 57 - Meetings and Voting|Part 2 - Voting|§ 48-57-202. Voting Entitlement Generally

  Unless the charter or bylaws provide otherwise, each member is entitled to one (1) vote on each matter voted on by the members.   Unless the charter or bylaws provide otherwise, if a membership stands of record in the names of two (2) or more persons, their acts with respect to voting shall have the following effect:  If only one (1) vote, such act binds all; and   If more than one (1) vote, the vote shall be divided on a pro rata basis.     Memberships standing in the name of another nonprofit or for-profit corporation, domestic or foreign, may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe or, in the absence of a bylaw provision, as the board of directors of such corporation may determine. The corporation whose membership is being voted may rely on the representations of such officer, agent, or proxy as to the authority unless such authority is questioned.
TN Code § 48-57-203 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 57 - Meetings and Voting|Part 2 - Voting|§ 48-57-203. Quorum Requirements

  Unless Chapters 51 68 of this title or the charter or bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter.   An amendment to the charter or bylaws that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement in subsection (a) and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.   When a quorum is once present to organize a meeting, a meeting may be adjourned despite the absence of a quorum caused by the subsequent withdrawal of any of those present.
TN Code § 48-57-204 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 57 - Meetings and Voting|Part 2 - Voting|§ 48-57-204. Voting Requirements

 If a quorum exists, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the charter, bylaws or Chapters 51 68 of this title require a greater number of affirmative votes.
TN Code § 48-57-206 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 57 - Meetings and Voting|Part 2 - Voting|§ 48-57-206. Voting for Directors — Cumulative Voting

  Unless otherwise provided in the charter or the bylaws, directors are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present.   Members do not have a right to cumulate their votes for directors unless the charter or the bylaws so provide.   If the charter or the bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a single candidate or distribute the product among two (2) or more candidates.   Members otherwise entitled to vote cumulatively may not vote cumulatively at a particular meeting unless:  The meeting notice or statement accompanying the notice states conspicuously that cumulative voting is authorized; or   A member who has the right to cumulate the member's votes gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes, and if one (1) member gives this notice, all other members participating in the election are entitled to cumulate their votes without giving further notice.     Members may not cumulatively vote if the directors and members are identical.
TN Code § 48-57-207 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 57 - Meetings and Voting|Part 2 - Voting|§ 48-57-207. Other Methods of Electing Directors

 A corporation may provide in its charter or bylaws for election of directors by members or delegates:   On the basis of chapter or other organizational unit;   By region or other geographic unit;   By preferential voting; or   By any other reasonable method.