reglab/housing_qa huggingface dataset:
TN Code § 48-52-107 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 52 - Incorporation|§ 48-52-107. Emergency Bylaws

  Unless the charter provides otherwise, the board of directors or the incorporators of a corporation may adopt bylaws to be effective only in an emergency. The emergency bylaws, which are subject to amendment or repeal by the members, may make all provisions necessary for managing the corporation during the emergency, including:  Procedures for calling a meeting of the board of directors;   Quorum requirements for the meeting; and   Designation of additional or substitute directors.     All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.   Corporate action taken in good faith in accordance with the emergency bylaws:  Binds the corporation; and   May not be used to impose liability on a corporate director, officer, employee or agent.
TN Code § 48-54-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 54 - Name|§ 48-54-103. Registered Name

  A foreign corporation may register its corporate name, or an assumed corporate name under which it conducts affairs, if the name is distinguishable upon the records of the secretary of state from the corporate names that are not available under § 48-54-101(b).   A foreign corporation registers its corporate name, or its assumed corporate name, or its corporate name with any changes required by § 48-65-106, by delivering to the secretary of state for filing an application:  Setting forth its corporate name, or its corporate name with any changes required by § 48-65-106, the state or country and date of its incorporation, and a brief description of the activities in which it is engaged; and   Accompanied by a certificate of existence (or a document of similar import) from the state or country of incorporation. The certificate shall not bear a date of more than one (1) month prior to the date the application is filed in this state.     The name is registered for the applicant's exclusive use upon the effective date of the application and until the end of the calendar year in which such registration occurs.   A foreign corporation whose registration is effective may renew it for successive years by delivering to the secretary of state for filing a renewal application, which complies with the requirements of subsection (b), between October 1 and December 31 of the preceding year. The renewal application renews the registration for the following calendar year.   A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under that name or consent in writing to the use of that name by a corporation thereafter incorporated under Chapters 51 68 of this title or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.
TN Code § 48-55-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 55 - Office and Agent|§ 48-55-101. Registered Office and Registered Agent

  Each corporation must continuously maintain in this state:  A registered office that may be the same as any of its places of business; and   A registered agent, who may be:  An individual who resides in this state and whose business office is identical with the registered office;   A for-profit domestic corporation or nonprofit domestic corporation whose business office is identical with the registered office; or   A for-profit foreign corporation or nonprofit foreign corporation authorized to transact business or conduct affairs in this state whose business office is identical with the registered office.       If a registered agent resigns or is unable to perform the registered agent's duties, the designating corporation shall promptly designate another registered agent to the end that it shall at all times have a registered agent in this state.
TN Code § 48-55-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 55 - Office and Agent|§ 48-55-102. Change of Registered Office or Registered Agent

  A corporation may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth:  The name of the corporation;   If the current registered office is to be changed, the street address of the new registered office and the zip code for such office and the county in which the office is located;   If the current registered agent is to be changed, the name of the new registered agent; and   That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.     If a registered agent changes the street address of such registered agent's business office, such registered agent may change the street address of the registered office of any corporation for which such registered agent is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile) and delivering to the secretary of state for filing a statement that complies with the requirements of subsection (a) and recites that the corporation has been notified of the change.
TN Code § 48-55-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 55 - Office and Agent|§ 48-55-103. Resignation of Registered Agent

  A registered agent may resign the registered agent's agency appointment by signing and filing with the secretary of state an original statement of resignation, accompanied by the registered agent's certification that the registered agent has mailed a copy thereof to the principal office of the corporation by certified mail. The statement may include a statement that the registered office is also discontinued.   The agency appointment is terminated, and the registered office discontinued if so provided, on the date on which the statement is filed by the secretary of state.
TN Code § 48-55-104 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 55 - Office and Agent|§ 48-55-104. Service on Corporation

  A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation.   Whenever a domestic or foreign corporation authorized to transact business or conduct affairs in this state fails to appoint or maintain a registered agent in this state, whenever its registered agent cannot be found with reasonable diligence, whenever a foreign corporation shall transact business or conduct affairs in this state without first procuring a certificate of authority to do so from the secretary of state, or whenever the certificate of authority of a foreign corporation shall have been withdrawn or revoked, then the secretary of state shall be an agent of such corporation upon whom any such process, notice, or demand may be served.   This section does not prescribe the only means, or necessarily the required means, of serving a corporation.
TN Code § 48-61-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 61 - Mergers, Membership Exchanges, Entity Conversions, and For-Profit Conversions|§ 48-61-101. Chapter Definitions

 As used in this chapter, unless the context otherwise requires:   “Converted entity” means the domestic corporation or domestic unincorporated entity that adopts a plan of entity conversion or the foreign unincorporated entity converting to a domestic corporation;   “Eligible entity” means a domestic or foreign unincorporated entity or a domestic or foreign business corporation;   “Eligible interests” means interests or shares;   “Filing entity” means an unincorporated entity that is of a type that is created by filing a public organic document;   “Foreign business corporation” means a corporation for-profit incorporated under an organic law other than the laws of this state;   “Foreign unincorporated entity” means an unincorporated entity whose internal affairs are governed by an organic law other than the laws of this state;   “Interest” means either or both of the following rights under the organic law of an unincorporated entity:  The right to receive distributions from the entity either in the ordinary course or upon liquidation; or   The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs;     “Interest holder” means a person who holds of record an interest;   “Membership” means the rights of a member in a domestic or foreign nonprofit corporation and includes the rights and obligations a member has pursuant to a corporation's charter, bylaws and Chapters 51 68 of this title;   “Party to a merger or membership exchange” means any domestic or foreign nonprofit corporation, or eligible entity that will:  Merge in a plan of merger;   Acquire memberships or eligible interests of another domestic or foreign corporation, or an eligible entity in a membership exchange; or   Have all of its memberships or eligible interests of one (1) or more classes or series acquired in membership exchange;     “Survivor” means the corporation or unincorporated entity that is in existence immediately after consummation of a merger or entity conversion pursuant to this chapter; and   “Voting memberships” means memberships that entitle their holders to vote unconditionally in the election of directors.
TN Code § 48-61-105 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 61 - Mergers, Membership Exchanges, Entity Conversions, and For-Profit Conversions|§ 48-61-105. Merger Between Parent and Subsidiary Corporations — Plan of Merger — Approval

  Subject to the limitations on public benefit corporations in § 48-61-122, a domestic parent corporation owning at least ninety percent (90%) of the voting memberships or eligible interests of each class and series of a domestic or foreign subsidiary corporation or eligible interests of another controlled eligible entity may either:  Merge the subsidiary corporation or other entity into the parent corporation;   Merge the parent corporation into the subsidiary corporation or other eligible entity; or   Merge two (2) or more subsidiary or controlled corporations or other controlled eligible entities with and into each other.     The board of directors of the parent corporation shall adopt a plan of merger that sets forth:  The name of the parent corporation owning at least ninety percent (90%) of the outstanding voting memberships of the subsidiary or controlled corporation or eligible interests of the other controlled eligible entity and the name of the subsidiary corporation or corporations or other controlled eligible entity or entities to be a party to the merger, and the name of the corporation or other entity that is to survive the merger;   The terms and conditions of the merger;   The manner and basis of converting the memberships of each corporation or eligible interests of the controlled other entity into memberships, eligible interests, obligations or other securities of the survivor or of any other corporation or other entity or into cash or other property or any combination of the foregoing; and   Such other provisions with respect to the proposed merger as the board considers necessary or desirable.     No vote of the members of a subsidiary corporation or approval of interest holders of a subsidiary or controlled other entity shall be required with respect to such a merger. If the parent corporation will be the survivor, no vote of its members shall be required. If the subsidiary corporation or other controlled eligible entity will be the survivor, the approval of the members of the parent corporation shall be obtained in the manner provided in § 48-61-104.   If under subsection (c) approval of a merger by the subsidiary's or eligible entity's members or interest holders is not required, the parent corporation shall, within ten (10) days after the effective date of the merger, notify each of the subsidiary's or eligible entity's members or interest holders that the merger has become effective.   Except as provided in subsections (a)-(d), a merger between a parent and a subsidiary shall be governed by the provisions of this chapter applicable to mergers generally.
TN Code § 48-61-106 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 61 - Mergers, Membership Exchanges, Entity Conversions, and For-Profit Conversions|§ 48-61-106. Abandonment of Merger or Membership Exchange — Certificate of Abandonment

  After a plan of merger or membership exchange has been adopted and approved as required by Chapters 51 68 of this title, and at any time before the merger or membership exchange has become effective, the merger or membership exchange may be abandoned (subject to any contractual rights) by any corporation or other entity that is a party to the merger or membership exchange, without action by the members or interest holders of such party, in accordance with the procedures set forth in the plan of merger or membership exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors of such corporation or the managers of such other entity subject to any contractual rights of other parties to the merger or membership exchange.   If the merger or membership exchange is abandoned after articles of merger or membership exchange have been filed with the secretary of state but before the merger or membership exchange has become effective, a statement, executed on behalf of each party to the merger or membership exchange by an officer or other duly authorized representative, stating that the merger or membership exchange has been abandoned in accordance with the plan and this section, shall be filed with the secretary of state prior to the effectiveness of the merger or membership exchange.   The secretary of state shall, when all fees have been paid as required by law:  Endorse on the original and each copy the word “filed” and the month, day, and year of the filing thereof;   File the original in the office of the secretary of state; and   Issue a certificate of abandonment to each party to the merger or membership exchange.     Upon the filing of such statement by the secretary of state, the merger or membership exchange shall be deemed abandoned and shall not become effective.
TN Code § 48-61-107 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 61 - Mergers, Membership Exchanges, Entity Conversions, and For-Profit Conversions|§ 48-61-107. Articles of Merger or Membership Exchange — Contents — Filing

  After a plan of merger or membership exchange has been adopted and approved as required by this chapter, articles of merger or membership exchange shall be executed on behalf of each party to the merger or membership exchange by an officer or other duly authorized representative and shall set forth:  The names of the parties to the merger or membership exchange and the date on which the merger or membership exchange occurred or is to be effective;   If the charter or organic documents of the survivor of a merger are amended, or if a new corporation is created as a result of a merger, the amendments to the survivor's charter or organic documents or the charter of the new corporation;   If approval by the members of a domestic corporation that is a party to the merger or membership exchange is not required by this chapter, a statement to that effect and the date on which the plan was adopted by the board of directors;   If approval by the members of a domestic corporation that is a party to the merger or membership exchange is required by this chapter, a statement to that effect and a statement that the plan was approved by the affirmative vote of the required percentage of all of:  The votes entitled to be cast if there is no voting by voting groups; or   The votes entitled to be cast by each voting group having the right to vote separately on the plan and the votes cast by the outstanding memberships otherwise entitled to vote on the plan;     If the corporation is a public benefit corporation, a statement that notice of the plan of merger or membership exchange was given to the attorney general and reporter in the manner required by § 48-61-123 and that either:  The plan of merger or membership exchange was approved by order of a court of record of this state; or   The corporation received a written statement of no enforcement intent with respect to the plan from the attorney general and reporter; and     As to each foreign corporation and each other entity that was a party to the merger or membership exchange, a statement that the plan and performance of its terms were duly authorized by all action required by the laws under which it was organized and by its charter or organic documents.     The original of the articles of merger or membership exchange shall be delivered to the secretary of state for filing together with the required filing fee. A merger or membership exchange takes effect upon the effective date of the articles of merger or membership exchange.
TN Code § 48-61-109 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 61 - Mergers, Membership Exchanges, Entity Conversions, and For-Profit Conversions|§ 48-61-109. Plan of Entity Conversion

  Subject to the limitations on public benefit corporations in § 48-61-122, a domestic nonprofit corporation may become a domestic unincorporated entity pursuant to a plan of entity conversion.   Subject to the limitations on public benefit corporations in § 48-61-122, a domestic nonprofit corporation may become a foreign unincorporated entity if the entity conversion is permitted by the laws of the foreign jurisdiction.   A domestic unincorporated entity may become a domestic nonprofit corporation. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of an entity conversion, the conversion shall be adopted and approved, and the entity conversion effectuated, in the same manner as a merger of the unincorporated entity. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of either an entity conversion or a merger, a plan of entity conversion shall be adopted and approved, and the entity conversion effectuated, in accordance with the procedures in this chapter. Without limiting this subsection (c), a domestic unincorporated entity whose organic law does not provide procedures for the approval of an entity conversion shall be subject to subsection (e) and § 48-61-111(7). For purposes of applying this chapter:  The unincorporated entity, its interest holders, interests, and organic documents taken together, shall be deemed to be a domestic nonprofit corporation, members, memberships and charters, respectively, and vice versa, as the context may require; and   If the business and affairs of the unincorporated entity are managed by a group of persons that is not identical to the interest holders, that group shall be deemed to be the board of directors.     A foreign unincorporated entity may become a domestic nonprofit corporation if the organic law of the foreign unincorporated entity authorizes it to become a nonprofit corporation in another jurisdiction.   If any provision of a debt security, note or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred or executed by a domestic nonprofit corporation before January 1, 2015, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, the provision shall be deemed to apply to an entity conversion of the corporation until such time as the provision is amended on or subsequent to January 1, 2015.   If a plan of entity conversion includes a for-profit conversion of the corporation, the corporation must also comply with §§ 48-61-116 — 48-61-121.
TN Code § 48-61-110 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 61 - Mergers, Membership Exchanges, Entity Conversions, and For-Profit Conversions|§ 48-61-110. Contents of Plan of Entity Conversion

  A plan of entity conversion must include:  A statement of the type of other entity the survivor will be and, if it will be a foreign other entity, its jurisdiction of organization;   The terms and conditions of the conversion;   The manner and basis of converting the memberships of the domestic nonprofit corporation following its conversion into interests or other securities, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing; and   The full text, as they will be in effect immediately after consummation of the conversion, of the organic documents of the survivor.     The plan of entity conversion may also include a provision that the plan may be amended prior to filing articles of entity conversion, except that subsequent to approval of the plan by the members, the plan may not be amended to change:  The amount or kind of memberships or other securities, interests, obligations, rights to acquire memberships, other securities or interests, cash or other property to be received under the plan by the members;   The organic documents that will be in effect immediately following the conversion, except for changes permitted by a provision of the organic law of the survivor comparable to § 48-60-102; or   Any of the other terms or conditions of the plan if the change would adversely affect any of the members in any material respect.     Terms of a plan of entity conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with § 48-51-301.