reglab/housing_qa huggingface dataset:
TN Code § 48-57-208 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 57 - Meetings and Voting|Part 2 - Voting|§ 48-57-208. Corporation's Acceptance of Votes

  If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member.   If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if:  The member is an entity and the name signed purports to be that of an officer or agent of the entity;   The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;   The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;   The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment; or   Two (2) or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the coholders and the person signing appears to be acting on behalf of all the coholders.     The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has a reasonable basis for doubt about the validity of the signature or about the signatory's authority to sign for the member.   The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.   Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.   The grounds for acceptance of votes set out in subsection (b) do not constitute the exclusive basis on which a corporation may accept votes.
TN Code § 48-57-209 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 57 - Meetings and Voting|Part 2 - Voting|§ 48-57-209. Inspectors

  A corporation with members may appoint one (1) or more inspectors to act at a meeting of members and make a report in the form of a document of the inspectors' determinations. Each inspector shall execute the duties of inspector impartially and according to the best of the inspector's ability.   The inspectors shall:  Ascertain the number of members and their voting power;   Determine the members present at a meeting;   Determine the validity of proxies and ballots;   Count all votes; and   Determine the result.     An inspector may, but need not, be a director, member, officer, or employee of the membership corporation. A person who is a candidate for office to be filled at the meeting shall not be an inspector.
TN Code § 48-57-301 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 57 - Meetings and Voting|Part 3 - Voting Agreements|§ 48-57-301. Voting Agreements

  An agreement between two (2) or more members, if in writing and signed by the parties thereto, may provide the manner in which the parties to the agreement will exercise their voting rights. Nothing in this subsection (a) shall impair the right of the corporation to treat the members of record as entitled to exercise their voting rights.   No written agreement to which all or less than all the members have actually assented, whether embodied in the charter or bylaws or in any agreement in writing signed by all the parties thereto, which agreement relates to any phase of the affairs of the corporation, whether to its management or otherwise, shall be invalid as between the parties thereto on the ground that it is an attempt by the parties thereto to restrict the discretion of the board of directors in its management of the corporation or to treat the corporation as if it were a partnership or to arrange their relationships in a manner that would be appropriate only between parties.   The duration of any agreement permitted by subsection (a) shall not exceed twenty (20) years. Failure to state a period of duration or stating a period of duration in excess of twenty (20) years shall not invalidate the agreement, but in either case the period of duration of the agreement shall be twenty (20) years. Any such agreement shall be renewable at any time before the expiration of such twenty-year period by agreement of all members bound thereby at the date of renewal.   A transferee of a membership in a corporation whose members have entered into an agreement authorized by subsection (a) or (b) shall be bound by such agreement or any renewal of such agreement authorized by subsection (c) if the transferee takes the membership with notice thereof. A transferee shall be deemed to have notice of any such agreement or any such renewal if the existence thereof is noted on the face or the back of the certificate representing such membership.   The effect of any agreement authorized by subsection (b) or any renewal thereof authorized by subsection (c) shall be to relieve the directors and impose upon the members assenting thereto the liability for managerial acts or omissions that is imposed on directors by law, to the extent that and so long as the discretion or powers of the board of directors, in its management of corporate affairs, are controlled by any such agreement.   A voting agreement created under this section is specifically enforceable, except that a voting agreement is not enforceable to the extent that enforcement of the agreement would violate the purposes of the corporation with members.
TN Code § 48-58-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 1 - Board of Directors|§ 48-58-101. Requirement for and Duties of Board of Directors

  Each corporation must have a board of directors.   Except as provided in Chapters 51 68 of this title or subsection (c), all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board.   The charter of a mutual benefit corporation may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized, any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities.   The charter of a public benefit corporation may authorize no less than three (3) individuals to exercise some or all of the powers which would otherwise be exercised by a board. If individuals are authorized to exercise powers pursuant to this subsection (d), any and all such individuals shall have the duties and responsibilities of the directors, and the directors shall be relieved from such duties and responsibilities; provided, however, if the charter of a public benefit corporation that is in existence and not administratively dissolved on July 1, 2014, contains a provision on or before July 1, 2014, that authorizes less than three (3) individuals or an entity or entities to exercise some or all of the powers that would otherwise be exercised by a board, that provision shall remain valid and effective until the first occurrence of one of the following:  The provision is amended or modified to conform with this section;   All individuals authorized to exercise powers of the board cease to serve in such a capacity; or   The dissolution, resignation or removal of all of the entities authorized to exercise powers of the board.
TN Code § 48-58-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 1 - Board of Directors|§ 48-58-102. Qualifications of Directors

 All directors must be natural persons. The charter or bylaws may prescribe other qualifications for directors. A director need not be a resident of this state or a member of the corporation unless the charter or bylaws so prescribe.
TN Code § 48-58-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 1 - Board of Directors|§ 48-58-103. Number of Directors

  A board of directors must consist of three (3) or more natural persons, with the number specified in or fixed in accordance with the charter or bylaws.   The number of directors may be increased or decreased (but to no fewer than three (3)) from time to time by amendment to, or in the manner prescribed in, the charter or bylaws.
TN Code § 48-58-104 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 1 - Board of Directors|§ 48-58-104. Election, Designation, and Appointment of Directors

  If the corporation has members, all directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the charter or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or designated.   If the corporation does not have members, all directors (except the initial directors) shall be elected, appointed or designated as provided in the charter or bylaws. If no method of designation or appointment is set forth in the charter or bylaws, the directors (other than the initial directors) shall be elected by the board.
TN Code § 48-58-105 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 1 - Board of Directors|§ 48-58-105. Terms of Directors Generally

  The charter or bylaws must specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed five (5) years. In the absence of any term specified in the charter or bylaws, the term of each director shall be one (1) year. Directors may be elected for successive terms.   Except in the case of designated or appointed directors, a decrease in the number of directors or term of office does not shorten an incumbent director's term.   Except as provided in the charter or bylaws:  The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and   The term of a director filling any other vacancy expires at the end of the unexpired term which such director is filling.     Despite the expiration of a director's term, the director continues to serve until a successor is elected, designated or appointed and qualifies, or until there is a decrease in the number of directors.
TN Code § 48-58-106 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 1 - Board of Directors|§ 48-58-106. Staggered Terms for Directors

 The charter or bylaws may provide for dividing the total number of directors into groups and staggering the terms of directors. The terms of office of the several groups need not be uniform.
TN Code § 48-58-107 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 1 - Board of Directors|§ 48-58-107. Resignation of Directors

  A director may resign at any time by delivering written notice to the board of directors, its chair or president, or 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, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
TN Code § 48-58-108 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 1 - Board of Directors|§ 48-58-108. Removal of Directors Elected by Members or Directors

  The members may remove one (1) or more directors elected by them with or without cause, unless the charter provides that directors may be removed only for cause. The charter or bylaws may specify what constitutes cause for removal.   If a director is elected by a class, chapter or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit or grouping.   Except as provided in subsection (i), a director may be removed under subsection (a) or (b) only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.   If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit or grouping of members, the number of votes of that class, chapter, unit or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal.   A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of the director.   In computing whether a director is protected from removal under subsections (b)-(d), it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election.   An entire board of directors may be removed under subsections (a)-(e).   The board of directors of a corporation may remove a director without cause who has been elected by the board by the vote of two thirds (2/3) of the directors then in office or such greater number as is set forth in the charter or bylaws.   If at the beginning of a director's term on the board, the charter or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.
TN Code § 48-58-109 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 1 - Board of Directors|§ 48-58-109. Removal of Designated or Appointed Directors

  A designated director may be removed by an amendment to the charter or bylaws deleting or changing the designation.   Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director. The person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation's president or secretary. A removal is effective when the notice is effective unless the notice specifies a future effective date.
TN Code § 48-58-110 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 1 - Board of Directors|§ 48-58-110. Removal of Directors by Judicial Proceeding

  Any 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 remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least ten percent (10%) of the voting power of any class or the attorney general and reporter in the case of a public benefit corporation if the court finds that:  The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in part 3 of this chapter; and   Removal is in the best interest of the corporation.     The court that removes a director may bar the director from serving on the board for a period prescribed by the court.   If members or the attorney general and reporter commence a proceeding under subsection (a), the corporation shall be made a party defendant.   If a public benefit corporation or its members commence a proceeding under subsection (a), they shall give the attorney general and reporter written notice of the proceeding.
TN Code § 48-58-111 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 1 - Board of Directors|§ 48-58-111. Vacancy on Board

  Unless the charter or bylaws provide otherwise, and except as provided in subsections (b) and (c), if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors or a vacancy resulting from a removal with or without cause:  The members, if any, may fill the vacancy. If the vacant office was held by a director elected by a class, chapter or other organizational unit or by region or other geographic grouping, only members of that class, chapter, unit or grouping are entitled to vote to fill the vacancy if it is filled by the members;   The board of directors may fill the vacancy; or   If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.     Unless the charter or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.   If a vacant office was held by a designated director, the vacancy shall be filled as provided in the charter or bylaws. In the absence of an applicable charter or bylaw provision, the vacancy may not be filled by the board.   A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under § 48-58-107(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
TN Code § 48-58-112 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 1 - Board of Directors|§ 48-58-112. Compensation of Directors

 Unless the charter or bylaws provide otherwise, the board of directors may fix the compensation of directors.
TN Code § 48-58-201 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 2 - Meetings and Action of Board|§ 48-58-201. Regular and Special Meetings

  If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.   A board of directors may hold regular or special meetings in or out of this state. Unless the charter or bylaws otherwise provide, special meetings of the board of directors may be called by the presiding officer of the board, the president, or any two (2) directors.   Unless the charter or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
TN Code § 48-58-202 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 2 - Meetings and Action of Board|§ 48-58-202. Action Without Meeting

  Unless the charter or bylaws provide otherwise, action required or permitted by Chapters 51 68 of this title to be taken at a board of directors' meeting may be taken without a meeting. If all directors consent to taking such action without a meeting, the affirmative vote of the number of directors that would be necessary to authorize or take such action at a meeting is the act of the board. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken.   Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.   A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
TN Code § 48-58-203 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 2 - Meetings and Action of Board|§ 48-58-203. Notice of Meetings

  Unless the charter, bylaws or subsection (c) provide otherwise, regular meetings of the board may be held without notice.   Unless the charter, bylaws or subsection (c) provide otherwise, special meetings of the board must be preceded by at least two (2) days' notice to each director of the date, time, and place, but not the purpose, of the meeting.   In corporations without members, any board action to remove a director or to approve a matter, which would require approval by the members if the corporation had members, shall not be valid unless each director is given at least seven (7) days' written notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to § 48-58-204.   Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken and if the period of adjournment does not exceed one (1) month in any one (1) adjournment.
TN Code § 48-58-204 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 2 - Meetings and Action of Board|§ 48-58-204. Waiver of Notice

  A director 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. Except as provided in subsection (b), the waiver must be in the form of a document, signed by the director entitled to the notice, and filed with the minutes or the corporate records.   A director's attendance at or participation in a meeting waives any required notice of the meeting unless the director at the beginning of the meeting (or promptly upon the director's arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.