reglab/housing_qa huggingface dataset:
TN Code § 48-224-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 224 - Voting|§ 48-224-103. Act of Members

  Majority Required.  Except where Chapters 201 248 of this title, the articles or the operating agreement requires a larger proportion, the members shall take action by the affirmative vote of the members holding a majority of the voting power present and entitled to vote on that item of business in a meeting in which a quorum is present.   Voting by Class or by Voting Group.  The articles or operating agreement may establish classes, series or voting groups and provide the voting interests and the terms and conditions of exercising such voting interests.   Quorum Requirement.  An amendment to the articles or operating agreement that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement 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.
TN Code § 48-224-104 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 224 - Voting|§ 48-224-104. Record Date and Voting List

  The articles or operating agreement may fix a date (“record date”) for the determination of the owners of membership interests entitled to notice of and entitled to vote at a meeting, to demand a meeting, to vote or to take any other action. When a date is so fixed, only members on that date are entitled to notice of and permitted to vote at that meeting of members or to take such other action on the subject of this notice. If no date is so fixed, the record date is the close of business the business day before the first notice is sent.   The secretary of the LLC shall prepare a list of the names of all members who are entitled to vote at the meeting of the members and show the address of and membership interest or interests held by each member as reflected in the records of the LLC.   The list must be available for inspection and copying by any member, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the LLC's principal executive office or at a place identified in the meeting notice in the city where the meeting will be held. The violation of this provision entitles any member seeking to inspect such list to equitable relief under § 48-230-105.
TN Code § 48-224-105 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 224 - Voting|§ 48-224-105. Miscellaneous Voting

  Membership Interests Held by Subsidiary.  Membership interests of an LLC reflected in the required records as being owned by a subsidiary of the LLC are not entitled to vote on any matter and are excluded from the calculation of membership interests for all purposes related to voting or the existence of a quorum.   Redeemable Interests after Notice of Redemption.  Redeemable membership interests are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the interests has been deposited with the bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the membership interests, and no such membership interests shall be counted in determining the total number of outstanding membership interests of the LLC at any given time or within any class, series or voting group.
TN Code § 48-225-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 225 - Proxies|§ 48-225-101. Proxies

 The articles or operating agreement may provide for proxies with terms and conditions consistent with the proxy provisions applicable to shareholders under § 48-17-203. The person to whom proxies may be given and the purposes of such proxies is limited in the same manner as voting agreements under § 48-226-101(b).
TN Code § 48-226-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 226 - Member Voting Agreements|§ 48-226-101. Voting Agreements

  General Rule.  An agreement between two (2) or more persons who are members or are parties to binding contribution agreements, if in writing and signed by the parties thereto, may provide that, in exercising any voting rights, the interests held by them or to be acquired by them shall be voted as therein provided or as they may agree or as determined in accordance with a procedure agreed upon by them. Such agreement shall be subject to the conditions and limitations set forth in § 48-17-302 with respect to voting agreements between shareholders.   Limitation on Voting Agreements.  Any assignee of any member's financial rights may not be a party to an agreement under subsection (a), unless that assignee is also a member or person or entity bound by a binding contribution agreement at the time the agreement is entered into. A voting agreement may not relate to the consents referred to in § 48-218-102(b), § 48-232-101, § 48-232-102, § 48-234-101(c) or § 48-245-101(b).   Automatic Termination.  Unless otherwise provided in the articles, operating agreement or the voting agreement, the voting agreement will not terminate if the LLC is combined into a new LLC pursuant to merger whether by a merger in dissolution or otherwise. Any other termination of the LLC's existence will automatically terminate the voting agreement.
TN Code § 48-230-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 230 - Derivative Actions and Equitable Remedies|§ 48-230-101. Actions

  Board-managed Action.  A member may not commence a proceeding in the right of a domestic (or foreign) LLC unless the member was a member of such LLC when the transaction complained of occurred or unless the member becomes a member through transfer by operation of law from one who was a member at that time.   Member-managed Action.  Notwithstanding subsection (a), if the articles or operating agreement of a domestic (or foreign) member-managed LLC permit derivative actions, a member may commence a proceeding to the same extent as a member of a board-managed LLC.
TN Code § 48-230-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 230 - Derivative Actions and Equitable Remedies|§ 48-230-102. Complaint

 A complaint in a proceeding brought in the right of an LLC must allege with particularity the demand made, if any, to obtain action by the board of governors or managers and either that the demand was refused or ignored or why the member did not make the demand.
TN Code § 48-230-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 230 - Derivative Actions and Equitable Remedies|§ 48-230-103. Discontinuance

 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 LLC or a class of members and/or holders of financial rights, the court shall direct that notice be given the members and/or holders of financial rights affected. If notice is so directed to be given, the court may determine which one (1) or more parties to the suit shall bear the expense of giving such notice, in such proportions 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.
TN Code § 48-230-104 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 230 - Derivative Actions and Equitable Remedies|§ 48-230-104. Award of Expenses

  On termination of the proceeding, the court may require the plaintiff to pay any defendant's reasonable expenses (including counsel fees) incurred in defending the proceeding if it finds that the proceeding was commenced without reasonable cause.   If a derivative action is successful in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorneys' fees. If anything is so received by the plaintiff, the court shall make such award of the plaintiff's expenses payable out of those proceeds and direct the plaintiff to remit to the LLC the remainder thereof, and if those proceeds are insufficient to reimburse the plaintiff's reasonable expenses, the court may direct that any such award of the plaintiff's expenses or portion thereof be paid by the LLC.
TN Code § 48-230-105 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 230 - Derivative Actions and Equitable Remedies|§ 48-230-105. Equitable Remedies

 If an LLC or a manager or governor of the LLC violates a provision of Chapters 201 248 of this title, a court in this state may, in an action brought by a member of the LLC, grant any equitable relief it considers just and reasonable in the circumstances and award expenses, including counsel fees and disbursements, to the member.
TN Code § 48-232-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 232 - Contributions and Admission of Members|§ 48-232-102. Admission of Members

  Approval of a New Member.  Except as otherwise provided in the articles or operating agreement after an LLC is formed, all members must approve the admission of a new person or entity as a member, the interest of such member and the contribution of such member. The articles or operating agreement may delegate the authority to approve the identity of a new member, such member's contribution and/or such member's interest to the board of governors. The sole member of an LLC may freely assign governance rights and/or membership interests in the LLC at any time. The articles or operating agreement may provide that the governance rights associated with membership interests or classes of membership interests may be transferred to persons who will become members upon such transfer without requiring consent of the members or governors.   Minimum Approval of Members.  Except in the case of a single-member LLC or as provided in subsection (d), if approval of the admission of a new member is by the members, neither the articles nor the operating agreement may reduce the vote of the members required to approve the admission of a new member to less than either a per capita majority of the nontransferring members or a majority of the profits interest of the nontransferring members or a majority of the capital interest of the nontransferring members. With respect to a single-member LLC, the transferring member may approve the admission of one (1) or more new members.   Minimum Approval of Governors.  If approval of the admission of a new member of a board-managed LLC is by the board of governors, neither the articles nor the operating agreement may reduce the vote of the governors required to approve the admission of a new member to less than a majority in number of the nontransferring governors who are members.   Consent Is Discretionary.  All consents under this section may be unreasonably withheld and are in the sole discretion of the member or governor.
TN Code § 48-233-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 233 - Contribution Agreements|§ 48-233-101. Contribution Agreements

  Signed Writing.  A contribution agreement, whether made before or after the formation of the LLC, is not enforceable against the prospective contributor unless it is in writing and signed by the prospective contributor.   A contribution agreement made after the formation of the LLC is not enforceable against the LLC unless it is approved by the required members or the board of governors sufficient to admit a new member under the articles or operating agreement and § 48-232-102.   If the consideration to be contributed to the LLC for the membership interest is other than money, the contribution agreement shall state the value being accorded such consideration.     Irrevocable Period.  A contribution agreement is irrevocable for a period of six (6) months, unless the contribution agreement provides for, or unless all other prospective contributors who are a party to a contribution agreement consent to, a different duration.   Current and Deferred Payment.  A contribution agreement, whether made before or after the formation of an LLC, must be paid or performed in full at the time or times, or in the installments, if any, specified in the contribution agreement. In the absence of a provision in the contribution agreement specifying the time at which the contribution is to be paid or performed, the contribution must be paid or performed at the time or times determined by the members or the board of governors. If a call is made for payment or performance of contributions, the contributions must be uniform for all membership interests of the same class or for all membership interests of the same series.   Restrictions on Assignment.  The rights of a party to a contribution agreement may not be assigned, in whole or in part, to a person who was not a member or a party to a contribution agreement or a party to a contribution allowance agreement at the time of the assignment, unless all the members approve the assignment by unanimous written consent or, if the articles or operating agreement so permit, by the written consent of the members or governors sufficient to approve the admission of a new member under the articles or operating agreement and in accordance with § 48-232-102.
TN Code § 48-234-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 234 - Contribution Allowance Agreements|§ 48-234-101. Contribution Allowance Agreements

  Agreements Permitted.  Subject to any restrictions in the articles, an LLC may enter into contribution allowance agreements under the terms, provisions, and conditions, including the value being accorded such consideration called for in the contribution allowance agreement, fixed by the board of governors or the members by an action of the members or governors as required for the admission of a new member under § 48-232-102 and permitted under the articles or operating agreement.   Writing Required and Terms to Be Stated.  A contribution allowance agreement must be in writing, and the writing must state in full, summarize, or incorporate by reference all the agreement's terms, provisions, and conditions. A contribution allowance agreement made after the formation of the LLC is not enforceable against the LLC unless it is approved by the required members or the board of governors, if applicable, sufficient to admit a new member under the articles or operating agreement and § 48-232-102.   Restrictions on Assignment.  The rights of a party to a contribution allowance agreement may not be assigned in whole or in part to a person who was not a member or a party to a contribution agreement or a party to a contribution allowance agreement at the time of the assignment, unless all the members approve the assignment by unanimous written consent or, if the articles or the operating agreement so permit, by the written consent of the members or the board of governors as required under § 48-232-101 and as permitted in the articles or operating agreement.
TN Code § 48-235-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 235 - Financial Provisions|§ 48-235-102. Restatement of Value of Previous Contributions

  Definition.  As used in this section, an “old” contribution is a contribution reflected in the required records of an LLC before the time the LLC accepts a new contribution.   Restatement Required.  Whenever an LLC accepts a new contribution, the board of governors of a board-governed LLC or the members shall restate the value of all old contributions if and as required by applicable federal tax law.
TN Code § 48-236-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 236 - Distributions|§ 48-236-101. Sharing of Distributions

 Unless otherwise provided in or through the articles or operating agreement, distributions of cash or other assets of an LLC, including distributions on termination of the LLC except as provided in § 48-245-1101, must be allocated equally among the members.
TN Code § 48-236-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 236 - Distributions|§ 48-236-102. Interim Distributions

 Except as provided in or through the articles or operating agreement or by a majority vote of the members, a member is entitled to receive distributions before the LLC's termination only as specified in the articles or operating agreement.
TN Code § 48-236-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 236 - Distributions|§ 48-236-103. Distribution in Kind

 Except as provided in the articles or an operating agreement, a member, regardless of the nature of the member's contribution, has no right to demand and receive any distribution from an LLC in any form other than cash. Except as provided in the articles or an operating agreement, a member may not be compelled to accept a distribution of any asset in kind from an LLC to the extent that the percentage of the asset distributed to the member exceeds a percentage of that asset that is equal to the percentage in which the member shares in distributions from the LLC.
TN Code § 48-236-104 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 236 - Distributions|§ 48-236-104. Status as a Creditor

 At the time a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a general, unsecured creditor of the LLC with respect to the distribution. The articles or an operating agreement may provide for the establishment of a record date with respect to allocations and distributions by an LLC.
TN Code § 48-236-105 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 236 - Distributions|§ 48-236-105. Limitations on Distribution

  Rule.  No distribution may be made by an LLC if, after giving effect to the distribution:  The LLC would not be able to pay its debts as they became due in the normal course of business; or   The LLC's total assets would be less than the sum of its total liabilities plus, unless the articles or an operating agreement permit otherwise, the amount that would be needed, if the LLC were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of members whose preferential rights are superior to the rights of members receiving the distribution and excluding liabilities for which the recourse of creditors is limited to specified property of the LLC, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the LLC only to the extent that the fair value of the property exceeds that liability.     Determination.  The LLC may base a determination that a distribution is not prohibited under subsection (a) either on:  Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; or   A fair valuation or other method that is reasonable in the circumstances.     General Measuring Date.  The effect of a distribution under subsection (a) is measured as of:  The date the distribution is authorized if the payment occurs within four (4) months after the date of authorization; or   The date the payment is made if it occurs more than four (4) months after the date of authorization.     Special Measuring Date.  If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is actually made.   Status of LLC Indebtedness for Distributions.  An LLC's indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the LLC's indebtedness to its general unsecured creditors, except to the extent subordinated by agreement and except to the extent provided otherwise by § 48-245-1101(a).
TN Code § 48-237-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 237 - Liability Upon Wrongful Distribution|§ 48-237-101. Liability Upon Wrongful Distribution

  Personal Liability.  Unless such person complies with the applicable standards of conduct set forth in § 48-240-103 and § 48-241-111, a member or governor who votes for or assents to a distribution made in violation of § 48-236-105 or the articles or operating agreement is personally liable to the LLC for the amount of the distribution that exceeds what could have been distributed without violating § 48-236-105 or the articles or operating agreement.   Right of Contribution.  A governor or member held liable for an unlawful distribution under subsection (a) is entitled to contribution:  From every other governor and member who voted for or assented to the distribution; and   From each member for the amount the member accepted, knowing the distribution was made in violation of § 48-236-105 or the articles or operating agreement.     Section Not a Limitation on Liability.  Subject to subsection (d), this section shall not affect any obligation or liability of a governor or member under the articles or operating agreement or other applicable law for the amount of a distribution.   Member's Liability.  Unless otherwise agreed, a member who receives a distribution from an LLC or a manager or governor who votes for or assents to such distribution shall have no liability under this section or other applicable law for the amount of the distribution after the expiration of three (3) years from the date of the distribution.
TN Code § 48-238-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 238 - Governance|§ 48-238-101. Management — Authorized Signature

  Management.  If the LLC is member-managed, all powers shall be exercised by or under the authority of, and the business and affairs of the LLC shall be managed by or under the direction of its members.   If the LLC is board-managed, all powers shall be exercised by or under the authority of, and the business and affairs of the LLC shall be managed by or under the direction of the board of governors, subject to subsection (b) and any limitations set forth in the articles or operating agreement. An LLC shall be either member-managed or board-managed, as designated in its articles. Unless otherwise provided in the articles or operating agreement, each governor shall have equal voting power per capita with each other governor.     Authorized Signature.  For convenience, one (1) or more managers, members or governors may be designated in the articles as persons authorized to execute instruments transferring real property held in the name of the LLC and may set forth any limitations on such authority. This designation, however, in the absence of a clear statement that the named person or persons are the only person or persons authorized to execute instruments transferring real property, does not imply that other members, managers or governors do not have the authority to execute such instruments under § 48-238-103 or § 48-238-104. A grant of authority contained in the current articles is conclusive in favor of a person who gives value without knowledge to the contrary.