reglab/housing_qa huggingface dataset:
TN Code § 48-18-703 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 7 - Conflicting Interest Transactions|§ 48-18-703. Directors' Action

  Directors' action respecting a director's or officer's conflicting interest transaction is effective for purposes of § 48-18-702(b)(1) if the transaction has been authorized by the affirmative vote of a majority (but no fewer than two (2)) of the qualified directors who voted on the transaction, after required disclosure by the conflicted director or officer of information not already known by such qualified directors, or after modified disclosure in compliance with subsection (b); provided, that:  The qualified directors have deliberated and voted without the participation by any other director; and   Where the action has been taken by a committee, all members of the committee were qualified directors, and either:  The committee was composed of all the qualified directors on the board of directors; or   The members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board.       Notwithstanding subsection (a), when a transaction is a director's or officer's conflicting interest transaction only because a related person described in § 48-18-701(7)(E) or (7)(F) is a part to or has a material financial interest in the transaction, the conflicted director or officer is not obligated to make required disclosure to the extent that the director or officer reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule; provided, that the conflicted director or officer discloses to the qualified directors voting on the transaction:  All the information required to be disclosed that is not so violative;   The existence and nature of the director's or officer's conflicting interest; and   The nature of the conflicted director's or officer's duty not to disclose the confidential information.      A majority (but no fewer than two (2)) of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this section.   Where directors' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the charter, the bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the board of directors or a committee, in which action directors who are not qualified directors may participate.
TN Code § 48-18-704 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 7 - Conflicting Interest Transactions|§ 48-18-704. Shareholders' Action

  Shareholders' action respecting a director's or officer's conflicting interest transaction is effective for purposes of § 48-18-702(b)(2) if a majority of the votes cast by the holders of all qualified shares are in favor of the transaction after:  Notice to shareholders describing the action to be taken respecting the transaction;   Provision to the corporation of the information referred to in subsection (b); and   Communication to the shareholders entitled to vote on the transaction of the information that is the subject of required disclosure, to the extent the information is not known by them.     A director or officer who has conflicting interest respecting the transaction shall, before the shareholders' vote, inform the secretary or other officer or agent of the corporation authorized to tabulate votes, in writing, of the number of shares that the director or officer knows are not qualified shares under subsection (c), and the identity of the holders of those shares.   For purposes of this section:  “Holder” means, and “held by” refers to, shares held by both a record shareholder (as defined in § 48-23-101) and a beneficial shareholder (as defined in § 48-23-101); and   “Qualified shares” means all shares entitled to be voted with respect to the transaction except for shares that the secretary or other officer or agent of the corporation authorized to tabulate votes either knows, or under subsection (b) is notified, are held by:  A director or officer who has a conflicting interest respecting the transaction; or   A related person of the director or officer (excluding a person described in § 48-18-701(7)(F)).       A majority of the votes entitled to be cast by the holders of all qualified shares constitutes a quorum for purposes of compliance with this section. Subject to subsection (e), shareholders' action that otherwise complies with this section is not affected by the presence of holders, or by the voting, of shares that are not qualified shares.   If a shareholders' vote does not comply with subsection (a) solely because of a director's or officer's failure to comply with subsection (b), and if the director or officer establishes that the failure was not intended to influence and did not in fact determine the outcome of the vote, the court may take such action respecting the transaction and the director or officer, and may give such effect, if any, to the shareholders' vote, as the court considers appropriate in the circumstances.   Where shareholders' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the charter, the bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the shareholders, in which action shares that are not qualified shares may participate.
TN Code § 48-20-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 20 - Amendment of Charter and Bylaws|Part 1 - Amendment of Charter|§ 48-20-101. Authority to Amend

  A corporation may amend its charter at any time to add or change a provision that is required or permitted in the charter or to delete a provision not required in the charter. Whether a provision is required or permitted in the charter is determined as of the effective date of the amendment.   A shareholder of the corporation does not have a vested property right resulting from any provision in the charter or bylaws, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
TN Code § 48-20-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 20 - Amendment of Charter and Bylaws|Part 1 - Amendment of Charter|§ 48-20-102. Amendment by Board of Directors

 Unless the charter provides otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's charter without shareholder action to:   Delete the names and addresses of the initial directors;   Delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state;   Designate or change the address of the principal office of the corporation (or a mailing address if the United States postal service does not deliver to the principal office);   Change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding;   Change the corporate name by substituting the word “corporation,” “incorporated,” “company,” or the abbreviation “corp.,” “inc.,” or “co.,” for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution for the name;   Designate the street address and zip code of the corporation's current registered office (or a mailing address if the United States postal service does not deliver to the registered office), the county in which the office is located, and the name of its current registered agent at that office, as required by § 48-27-101(b);   Delete the initial principal office, if an annual report is on file with the secretary of state; or   Make any other change expressly permitted by Chapters 11 27 of this title to be made without shareholder action.
TN Code § 48-20-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 20 - Amendment of Charter and Bylaws|Part 1 - Amendment of Charter|§ 48-20-103. Amendment by Board of Directors and Shareholders

  A corporation's board of directors may propose one (1) or more amendments to the charter for submission to the shareholders.   For the amendment to be adopted:  The board of directors shall recommend the amendment 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 communicate the basis for its determination to the shareholders with the amendment; and   The shareholders entitled to vote on the amendment shall approve the amendment as provided in subsection (e).     The board of directors may condition its submission of the proposed amendment 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 of meeting must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.   Unless Chapters 11 27 of this title, the charter, or the board of directors (acting pursuant to subsection (c)) requires a greater vote or a vote by voting groups, the amendment to be adopted must be approved by:  A majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters' rights; and   The votes required by §§ 48-17-206 and 48-17-207 by every other voting group entitled to vote on the amendment.
TN Code § 48-20-104 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 20 - Amendment of Charter and Bylaws|Part 1 - Amendment of Charter|§ 48-20-104. Voting on Amendments by Voting Groups

  The holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise required by Chapters 11 27 of this title) on a proposed amendment if the amendment would:  Increase or decrease the aggregate number of authorized shares of the class;   Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;   Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;   Change the designation, rights, preferences, or limitations of all or part of the shares of the class;   Change the shares of all or part of the class into a different number of shares of the same class;   Create a new class or change a class with subordinate and inferior rights into a class of shares, having rights or preferences with respect to distributions or dissolution that are prior, superior, or substantially equal to the shares of the class, or increase the rights, preferences or number of authorized shares of any class having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;   Limit or deny an existing preemptive right of all or part of the shares of the class;   Authorize the issuance as a share dividend of shares of such class in respect of shares of another class; or   Cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class.     If a proposed amendment would affect a series of a class of shares in one (1) or more of the ways described in subsection (a), the shares of that series are entitled to vote as a separate voting group on the proposed amendment.   If a proposed amendment that entitles two (2) or more series of shares to vote as separate voting groups under this section would affect those two (2) or more series in the same or a substantially similar way, the shares of all the series so affected must vote together as a single voting group on the proposed amendment.   A class or series of shares is entitled to the voting rights granted by this section although the charter provides that the shares are nonvoting shares.
TN Code § 48-20-105 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 20 - Amendment of Charter and Bylaws|Part 1 - Amendment of Charter|§ 48-20-105. Amendment Before Issuance of Shares

 If a corporation has not yet issued shares, its board of directors or its incorporators, in the event that there is no board of directors, may adopt one (1) or more amendments to the corporation's charter.
TN Code § 48-20-106 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 20 - Amendment of Charter and Bylaws|Part 1 - Amendment of Charter|§ 48-20-106. Articles of Amendment

 A corporation amending its charter shall deliver to the secretary of state for filing articles of amendment setting forth:   The name of the corporation;   The text of each amendment adopted;   If an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing such amendment if not contained in the amendment itself;   The date of each amendment's adoption;   If an amendment was duly adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required; and   If an amendment was duly adopted by the shareholders, a statement to that effect.
TN Code § 48-20-107 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 20 - Amendment of Charter and Bylaws|Part 1 - Amendment of Charter|§ 48-20-107. Restated Charter

  A corporation's board of directors may restate its charter at any time with or without shareholder action.   The restatement may include one (1) or more amendments to the charter. If the restatement includes an amendment requiring shareholder approval, it shall be adopted as provided in § 48-20-103.   If the board of directors submits a restatement for shareholder action, 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 shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the charter.   A corporation restating its charter shall deliver to the secretary of state the restated charter, setting forth the name of the corporation and the text of the restated charter, together with a certificate setting forth:  Whether the restatement contains an amendment to the charter requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or   If the restatement contains an amendment to the charter requiring shareholder approval, the information required by § 48-20-106.     If the restatement contains an amendment to the charter, it shall be designated in the heading as an “Amended and Restated Charter.”   The restated charter must contain all the requirements of a charter as set out in § 48-12-102(a) unless the corporation is exempt from any of those requirements pursuant to § 48-27-101(b).   A duly adopted restated charter supersedes the original charter and all prior amendments thereto.   The secretary of state may certify a restated charter as the charter currently in effect, without including the certificate information required by subsection (d).
TN Code § 48-20-108 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 20 - Amendment of Charter and Bylaws|Part 1 - Amendment of Charter|§ 48-20-108. Amendment of Charter Pursuant to Reorganization

  A corporation's charter may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute, if the charter after amendment contains only provisions required or permitted by § 48-12-102.   The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth:  The name of the corporation;   The text of each amendment approved by the court;   The date of the court's order or decree approving the articles of amendment;   The title of the reorganization proceeding in which the order or decree was entered; and   A statement that the court had jurisdiction of the proceeding under federal statute.     Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.   This section does not apply after entry of a final decree in the reorganization proceedings, even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
TN Code § 48-20-109 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 20 - Amendment of Charter and Bylaws|Part 1 - Amendment of Charter|§ 48-20-109. Effect of Amendment

 An amendment to the charter does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
TN Code § 48-20-201 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 20 - Amendment of Charter and Bylaws|Part 2 - Amendment of Bylaws|§ 48-20-201. Amendment of Bylaws by Board of Directors or Shareholders

  A corporation's board of directors may amend or repeal the corporation's bylaws unless:  The charter or Chapters 11 27 of this title reserve this power exclusively to the shareholders in whole or in part; or   The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.     A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors.
TN Code § 48-20-202 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 20 - Amendment of Charter and Bylaws|Part 2 - Amendment of Bylaws|§ 48-20-202. Bylaw Increasing Quorum or Voting Requirement for Shareholders

  If expressly authorized by the charter, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by Chapters 11 27 of this title. The adoption or amendment of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.   A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (a) may not be adopted, amended, or repealed by the board of directors.
TN Code § 48-20-203 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 20 - Amendment of Charter and Bylaws|Part 2 - Amendment of Bylaws|§ 48-20-203. Bylaw Increasing Quorum or Voting Requirement for Directors

  A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed:  If originally adopted by the shareholders, only by the shareholders;   If originally adopted by the board of directors, either by the shareholders or by the board of directors.     A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.   Action by the board of directors under subdivision (a)(2) to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
TN Code § 48-23-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 23 - Dissenters' Rights|Part 1 - Right to Dissent and Obtain Payment for Shares|§ 48-23-101. Chapter Definitions

 As used in this chapter, unless the context otherwise requires:   “Beneficial shareholder” means the person who is a beneficial owner of shares held by a nominee as the record shareholder;   “Corporation” means the issuer of the shares held by a dissenter before the corporate action, and, for purposes of §§ 48-23-203 — 48-23-302, includes the survivor of a merger or conversion or the acquiring entity in a share exchange of that issuer;   “Dissenter” means a shareholder who is entitled to dissent from corporate action under § 48-23-102 and who exercises that right when and in the manner required by part 2 of this chapter;   “Fair value,” with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action;   “Interest” means interest from the effective date of the corporate action that gave rise to the shareholder'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;   “Record shareholder” means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation; and   “Shareholder” means the record shareholder or the beneficial shareholder.
TN Code § 48-23-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 23 - Dissenters' Rights|Part 1 - Right to Dissent and Obtain Payment for Shares|§ 48-23-103. Dissent by Nominees and Beneficial Owners

  A record shareholder may assert dissenters' rights as to fewer than all the shares registered in the record shareholder's name only if the record shareholder dissents with respect to all shares beneficially owned by any one (1) person and notifies the corporation in writing of the name and address of each person on whose behalf the record shareholder asserts dissenters' rights. The rights of a partial dissenter under this subsection (a) are determined as if the shares as to which the partial dissenter dissents and the partial dissenter's other shares were registered in the names of different shareholders.   A beneficial shareholder may assert dissenters' rights as to shares of any one (1) or more classes held on the beneficial shareholder's behalf only if the beneficial shareholder:  Submits to the corporation the record shareholder's written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights; and   Does so with respect to all shares of the same class of which the person is the beneficial shareholder or over which the person has power to direct the vote.