reglab/housing_qa huggingface dataset:
TN Code § 48-58-205 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 2 - Meetings and Action of Board|§ 48-58-205. Quorum and Voting

  Except as otherwise provided in Chapters 51 68 of this title, the charter or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the charter or bylaws authorize a quorum of fewer than the greater of one third (1/3) of the number of directors in office or two (2) directors. When a quorum is once present to organize a meeting, a meeting may be later adjourned despite the absence of a quorum caused by the subsequent withdrawal of any of those present.   If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless Chapters 51 68 of this title, the charter or bylaws require the vote of a greater number of directors.   A director who is present at a meeting of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:  The director objects at the beginning of the meeting (or promptly upon the director's arrival) to holding it or transacting business at the meeting;   The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or   The director delivers notice in the form of a document of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
TN Code § 48-58-206 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 2 - Meetings and Action of Board|§ 48-58-206. Committees

  Unless the charter or bylaws provide otherwise, a board of directors may create one (1) or more committees of the board. A committee may consist of one (1) natural person. Except as provided in § 48-58-703, members of committees of the board of directors may be members of the board of directors or other natural persons, and they shall serve at the pleasure of the board of directors.   The creation of a committee and appointment of members to it must be approved by the greater of:  A majority of all the directors in office when the action is taken; or   The number of directors required by the charter or bylaws to take action under § 48-58-205.     Sections 48-58-201 — 48-58-205, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and their members as well.   To the extent specified by the board of directors or in the charter or bylaws, each committee of the board may exercise the board's authority under § 48-58-101.   A committee may not, however:  Authorize distributions;   Approve or recommend to members dissolution, merger or the sale, pledge or transfer of all or substantially all of the corporation's assets;   Elect, appoint or remove directors or fill vacancies on the board or on any of its committees; or   Adopt, amend or repeal the charter or bylaws.     The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in § 48-58-301.   The board of directors may appoint one (1) or more directors as alternate members of any committee to replace any absent or disqualified committee member during the member's absence or disqualification.   The corporation may create or authorize the creation of one (1) or more advisory committees whose members need not be directors. An advisory committee is not a committee of the board and may not exercise any of the powers of the board.
TN Code § 48-58-301 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 3 - Standards of Conduct|§ 48-58-301. General Standards for Directors

  A director shall discharge all duties as a director, including duties as a member of a committee:  In good faith;   With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and   In a manner the director reasonably believes to be in the best interests of the corporation.     In discharging such duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:  One (1) or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;   Legal counsel, public accountants or other persons as to matters the director reasonably believes are within the person's professional or expert competence;   A committee of the board of directors of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence; or   One (1) or more volunteers of the corporation whom the director reasonably believes to be reliable and competent in the matters presented.     A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.   A director is not liable for any action taken as a director or any failure to take action, if the director performed the duties of the office in compliance with this section, or if the director is immune from suit under § 48-58-601.   A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including without limitation, property that may be subject to restrictions imposed by the donor or transferor of such property.   In discharging board or committee duties a director must disclose, or cause to be disclosed, to the other board or committee members information not already known by the other board or committee members but known by the director to be material to the discharge of their decision-making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed by law, a legally enforceable obligation of confidentiality, or a professional ethics rule.   A director may rely, in the case of a corporation engaged in religious activity, on religious authorities, religious leaders or other persons whose positions or duties the director reasonably believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented.
TN Code § 48-58-302 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 3 - Standards of Conduct|§ 48-58-302. Personal Liability of Director — Enforcement

  Unless the director complies with the applicable standards of conduct described in § 48-58-301, a director who votes for or assents to a distribution made in violation of Chapters 51 68 of this title or the charter is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating Chapters 51 68 of this title or the charter.   A director held liable for an unlawful distribution under subsection (a) is entitled to contribution from:  Every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in § 48-58-301; and   Each person who received an unlawful distribution for the amount of the distribution, whether or not the person receiving the distribution knew it was made in violation of Chapters 51 68 of this title or the charter.     A proceeding to enforce:  The liability of a director under subsection (a) is barred unless it is commenced within two (2) years after the liability of such director has been finally adjudicated; and   Contribution or recoupment under subsection (b) is barred unless it is commenced within one (1) year after the liability of the claimant has been finally adjudicated.     Commencement of actions described in § 48-58-601 shall be governed by such section.
TN Code § 48-58-303 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 3 - Standards of Conduct|§ 48-58-303. Loans to or Guarantees for Directors and Officers

  A corporation may not lend money to or guarantee the obligation of a director or officer of the corporation.   This section does not apply to loans and guarantees authorized or permitted by any other statute that regulates any special class of corporation.   This section does not apply to:  Advances to pay reimbursable expenses reasonably expected to be incurred by a director or officer;   Advances to pay premiums on life insurance if the advance is secured by the cash value of the policy;   Advances pursuant to part 5 of this chapter;   Loans or advances pursuant to employee benefit plans; or   Loans to pay relocation expenses.     Neither a sale on credit in the ordinary course of business nor a life insurance policy loan shall be subject to the restrictions of this section.   The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan.
TN Code § 48-58-401 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 4 - Officers|§ 48-58-401. Required Officers

  A corporation has the officers described in its bylaws or designated by its board of directors in accordance with the bylaws; provided, that every corporation shall have a president and a secretary. Unless the charter or bylaws provide otherwise, officers shall be elected or appointed by the board of directors.   A duly appointed officer may appoint one (1) or more officers or assistant officers if authorized by the bylaws or the board of directors.   The bylaws or the board of directors shall delegate to one (1) of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation.   The same individual may simultaneously hold more than one (1) office in a corporation, except the offices of president and secretary.
TN Code § 48-58-402 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 4 - Officers|§ 48-58-402. Duties of Officers

 Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties and authority of other officers.
TN Code § 48-58-403 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 4 - Officers|§ 48-58-403. Standards of Conduct for Officers

  An officer with discretionary authority shall discharge all duties under that authority:  In good faith;   With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and   In a manner the officer reasonably believes to be in the best interests of the corporation.     In discharging such duties, an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:  One (1) or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or   Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.     The duty of an officer includes the obligation to inform:  The superior officer to whom, or the board of directors or the committee thereof to which, the officer reports, of information about the affairs of the nonprofit corporation known to the officer, within the scope of the officer's functions and known to the officer to be material to the superior officer, board or committee; and   The officer's superior officer, or another appropriate person within the nonprofit corporation, or the board of directors, or a committee thereof, of any action or probable material violation of law involving the corporation or material breach of duty to the corporation by an officer, employee, or agent of the corporation, that the officer believes has occurred or is likely to occur.     An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.   An officer is not liable for any action taken as an officer or any failure to take any action, if the officer performed the duties of office in compliance with this section.
TN Code § 48-58-404 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 4 - Officers|§ 48-58-404. Resignation and Removal of Officers

  An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the later effective date, its board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.   A board may remove any officer at any time with or without cause and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.
TN Code § 48-58-405 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 4 - Officers|§ 48-58-405. Contract Rights of Officers — Removal

  The appointment of an officer does not itself create contract rights.   An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.   Except as provided in the charter or bylaws, an officer may be removed at any time with or without cause by the appointing officer unless the board provides otherwise. In this section, “appointing officer” means the officer (including any successor to that officer) who appointed the officer resigning or being removed.
TN Code § 48-58-406 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 4 - Officers|§ 48-58-406. Release or Assignment of Life Insurance on Officers

 When a corporation, organized under the laws of this state, has caused or shall cause to be insured the life of any director, officer, agent, or employee, or when such corporation is named as a beneficiary in or assignee of any policy of life insurance, due authority to effect, assign, release, relinquish, convert, surrender, change the beneficiary, or to take any other action with reference to such insurance shall be sufficiently evidenced to the insurance company by a written statement to that effect, signed by the president or secretary or other corresponding officer of such corporation. Such statement shall be binding upon such corporation, and any act done or suffered to be done by it upon the faith thereof shall protect the insurance company concerned, without further inquiry into the validity of the corporate authority or the regularity of the corporate proceedings. No person shall be disqualified, by reason of interest in the subject matter, from acting as a director or as a member of the executive committee of such corporation, on any corporate procedure touching such insurance.
TN Code § 48-58-501 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 5 - Indemnification|§ 48-58-501. Part Definitions

 In this part:   “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction;   “Director” means an individual who is or was a director of a corporation, is or was a member of a committee of the board, or an individual who, while a director of a corporation or an individual serving on a committee of the board, is or was serving at the corporation's request as a director, member of a committee of the board, officer, partner, trustee, employee, or agent of another foreign or domestic for-profit or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on or otherwise involve services by the director to the plan or to participants in or beneficiaries of the plan. “Director” includes, unless the contract requires otherwise, the estate or personal representative of a director;   “Expenses” include counsel fees;   “Liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses actually incurred with respect to a proceeding;   “Official capacity” means:  When used with respect to a director, the office of director in a corporation; and   When used with respect to an individual other than a director, as contemplated in § 48-58-507, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. “Official capacity” does not include service for any other foreign or domestic profit or nonprofit corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise;     “Party” includes an individual who was, is, or is threatened to be made, a named defendant or respondent in a proceeding; and   “Proceeding” means any threatened, pending, or completed action, suit or proceeding whether civil, criminal, administrative, or investigative and whether formal or informal.
TN Code § 48-58-502 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 5 - Indemnification|§ 48-58-502. Authority to Indemnify

  Except as provided in subsection (d), a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if:  The individual's conduct was in good faith; and   The individual reasonably believed:  In the case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in its best interest; and   In all other cases, that the individual's conduct was at least not opposed to its best interests; and     In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful.     A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in, and beneficiaries of, the plan is conduct that satisfies the requirements of subdivision (a)(2)(B).   The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.   A corporation may not indemnify a director under this section:  In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation;   In connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director;   For any breach of the director's duty of loyalty to the corporation or its members;   For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or   Under § 48-58-302.
TN Code § 48-58-503 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 5 - Indemnification|§ 48-58-503. Mandatory Indemnification

 Unless limited by its charter, a corporation shall indemnify a director to the extent the director was successful, on the merits or otherwise, or who is immune from suit under § 48-58-601, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.
TN Code § 48-58-504 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 5 - Indemnification|§ 48-58-504. Advance for Expenses

  A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:  The director furnishes the corporation a document of the director's good faith belief that the director has met the standard of conduct described in § 48-58-502 or is immune from suit under § 48-58-601;   The director furnishes the corporation a document, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director is not entitled to indemnification; and   A determination is made that the facts then known to those making the determination would not preclude indemnification under this part.     The undertaking required by subdivision (a)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.   Determinations and authorizations of payments under this section shall be made in the manner specified in § 48-58-506.
TN Code § 48-58-505 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 5 - Indemnification|§ 48-58-505. Court-Ordered Indemnification

 Unless a corporation's charter provides otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification in the amount it considers proper if it determines the director is:   Entitled to mandatory indemnification under § 48-58-503, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or   Fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in § 48-58-502(a) or was adjudged liable as described in § 48-58-502(d), but, if the director was adjudged so liable, indemnification is limited to reasonable expenses incurred.