reglab/housing_qa huggingface dataset:
TN Code § 48-51-308 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 51 - General Provisions|Part 3 - Filing Documents|§ 48-51-308. Evidentiary Effect of Copy of Filed Document

 A certificate attached, or certification affixed, to a copy of a document filed by the secretary of state, bearing the secretary of state's signature (which may be in facsimile) and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state.
TN Code § 48-51-309 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 51 - General Provisions|Part 3 - Filing Documents|§ 48-51-309. Certificate of Existence

  Any person may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation authorized to transact business in this state.   A certificate of existence or authorization sets forth:  The domestic corporation's corporate name or the foreign corporation's corporate name used in this state;   That:  The domestic corporation is duly incorporated under the laws of this state, the effective date of its incorporation, and the period of its duration if less than perpetual; or   The foreign corporation is authorized to conduct affairs in this state;     That all fees, taxes and penalties owed to this state have been paid, if:  Payment is reflected in the records of the secretary of state or the department of revenue; and   Nonpayment allows:   Administrative dissolution of a domestic corporation; or   Administrative revocation of the certificate of authority of a foreign corporation;       That its most recent annual report required by § 48-66-203 has been filed with the secretary of state;    For a domestic corporation:   That articles of termination of existence have not been filed;   Whether or not articles of dissolution have been filed and remain effective;   Whether or not a certificate of dissolution has been filed and remains effective; and   That a decree of judicial dissolution has not been filed;     For a foreign corporation:   That a certificate of withdrawal has not been filed; and   Whether or not a certificate of revocation of certificate of authority has been filed and remains effective;       That the certificate of existence or authorization is effective as of the date of the issuance of the certificate; and   Other facts of record in the office of the secretary of state that may be requested by the applicant.     Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state is effective as of the date on the certificate and may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state and is in good standing.
TN Code § 48-51-310 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 51 - General Provisions|Part 3 - Filing Documents|§ 48-51-310. Penalty for Signing False Document

 A person who signs a document, knowing it to be false in any material respect, with intent that the document be delivered to the secretary of state for filing, commits a Class A misdemeanor.
TN Code § 48-51-401 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 51 - General Provisions|Part 4 - Secretary of State|§ 48-51-401. Powers

 The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by Chapters 51 68 of this title, including, without limitation, the power to promulgate necessary and appropriate rules and regulations consistent with Chapters 51 68 of this title, and the power to destroy any records in the secretary of state's office concerning the domestic or foreign corporation ten (10) years after such corporation has dissolved, withdrawn from the state, or has had its certificate of authority revoked.
TN Code § 48-51-402 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 51 - General Provisions|Part 4 - Secretary of State|§ 48-51-402. Deputies of Secretary of State

 An act of a duly authorized deputy of the secretary of state in the secretary of state's behalf under Chapters 51 68 of this title is the equivalent of the act of the secretary of state; provided, that the name of the secretary of state is signed by such deputy as deputy.
TN Code § 48-51-501 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 51 - General Provisions|Part 5 - Private Foundations|§ 48-51-501. Private Foundations

   Except when otherwise determined by a court of competent jurisdiction, a corporation which is a “private foundation,” as defined in § 509(a) of the Internal Revenue Code of 1986 (26 U.S.C. § 509(a)):  Shall distribute such amounts for each taxable year at such time and in such manner as not to subject the corporation to tax under § 4942 of the Code (26 U.S.C. § 4942);   Shall not engage in any act of self-dealing as defined in § 4941(d) of the Code (26 U.S.C. § 4941(d));   Shall not retain any excess business holdings as defined in § 4943(c) of the Code (26 U.S.C. § 4943(c));   Shall not make any taxable expenditures as defined in § 4944 of the Code  (26 U.S.C. § 4944); and   Shall not make any taxable expenditures as defined in § 4945(d) of the Code (26 U.S.C. § 4945(d)).     All references in this section to sections of the Code shall be to such sections of the Internal Revenue Code of 1986 (26 U.S.C.), as amended from time to time, or to corresponding provisions of subsequent internal revenue laws of the United States.     Subsection (a) shall not apply to any corporation to the extent that a court of record having equity jurisdiction shall determine that such application would be contrary to the terms of the charter or other instrument governing such corporation or governing the administration of charitable funds held by it and that the same may not be properly changed to conform to such sections.
TN Code § 48-51-601 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 51 - General Provisions|Part 6 - Judicial Relief|§ 48-51-601. Judicial Relief

  If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates, or directors, or otherwise obtain their consent, in the manner prescribed by its charter, bylaws, or Chapters 51 68 of this title, then upon petition of a director, officer, delegate, member or the attorney general and reporter, any court of record having equity jurisdiction in the county where the corporation's principal office is located (and if not in this state, in Davidson County) may order that such a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates, or directors be authorized, in such a manner as the court finds fair and equitable under the circumstances.   The court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the charter, bylaws and Chapters 51 68 of this title, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section, the court may determine who the members or directors are.   The order issued pursuant to this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the charter, bylaws, or Chapters 51 68 of this title.   Whenever practical, any order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the charter or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section; provided, that an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for a dissolution, merger or sale of assets.   Any meeting or other method of obtaining the vote of members, delegates, or directors conducted pursuant to an order issued under this section, and which complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the charter, bylaws and Chapters 51 68 of this title.
TN Code § 48-53-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 53 - Purposes and Powers|Part 1 - Purposes and Powers of Nonprofit Corporations|§ 48-53-101. Purposes

  Every corporation incorporated under Chapters 51 68 of this title has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the charter.   A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under Chapters 51 68 of this title only if permitted by, and subject to all limitations of, the other statute.
TN Code § 48-53-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 53 - Purposes and Powers|Part 1 - Purposes and Powers of Nonprofit Corporations|§ 48-53-103. Emergency Powers

  In anticipation of or during an emergency, the board of directors of a corporation may:  Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and   Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.     During an emergency, unless emergency bylaws provide otherwise:  Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and   One (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.     Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation:  Binds the corporation; and   May not be used to impose liability on a corporate director, officer, employee, or agent.
TN Code § 48-53-104 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 53 - Purposes and Powers|Part 1 - Purposes and Powers of Nonprofit Corporations|§ 48-53-104. Ultra Vires Actions

  Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.   A corporation's power to act may be challenged in a proceeding against the corporation to enjoin an act where a third party has not acquired rights. The proceedings may be brought by the attorney general and reporter, a director, or by a member or members in a derivative proceeding.   A corporation's power to act may be challenged in a proceeding against an incumbent or former director, officer, employee or agent of the corporation. The proceeding may be brought by a director, the attorney general and reporter, or the corporation, directly, derivatively, or through a receiver, a trustee or other legal representative.
TN Code § 48-53-201 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 53 - Purposes and Powers|Part 2 - Nonprofit Fair Asset Protection Act|§ 48-53-201. Short Title

 This part shall be known and may be cited as the “Nonprofit Fair Asset Protection Act.”
TN Code § 48-53-202 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 53 - Purposes and Powers|Part 2 - Nonprofit Fair Asset Protection Act|§ 48-53-202. Nonprofit Fair Asset Protection

 Notwithstanding any provision of law to the contrary, it is unlawful for:   A national nonprofit corporation that has received a charter under 36 U.S.C. Subt. II, Pt. B, to terminate, revoke, suspend, or fail to renew a license or charter affiliating a Tennessee nonprofit corporation with the national nonprofit corporation absent good cause;   A national nonprofit corporation that has received a charter under 36 U.S.C. Subt. II, Pt. B, to discriminate against a licensed or chartered affiliated Tennessee nonprofit corporation by imposing requirements not imposed on other similarly situated affiliates of the national nonprofit corporation; or   A national nonprofit corporation that has received a charter under 36 U.S.C. Subt. II, Pt. B, to act indirectly to accomplish what would be otherwise prohibited under this part.
TN Code § 48-53-203 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 53 - Purposes and Powers|Part 2 - Nonprofit Fair Asset Protection Act|§ 48-53-203. “Good Cause” Defined

 For the purpose of this part, “good cause” means to exclude any refusal or failure by the Tennessee nonprofit corporation to make purchases of or to contract to make purchases of goods or services where the board of directors of the Tennessee nonprofit corporation determines, according to the standards set forth in § 48-58-301, that making a purchase or contracting to make a purchase is not in the best interest of the Tennessee nonprofit corporation or is commercially unreasonable.
TN Code § 48-53-204 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 53 - Purposes and Powers|Part 2 - Nonprofit Fair Asset Protection Act|§ 48-53-204. Violations — Remedies

  Any condition, stipulation, provision, or term of any agreement that is in conflict with this part or that would purport to waive or restrict the application of any provision of this part is void and unenforceable.   Nothing in this part abrogates or amends the standards for directors set forth in § 48-58-301.   In addition to any other remedies or rights of actions, a Tennessee nonprofit corporation that is injured by a violation or threatened violation of this part may bring a private right of action for injunctive relief and to recover costs and reasonable attorneys' fees if the Tennessee nonprofit corporation is the prevailing party in the action.   All ordinances, resolutions, rules, or requirements of any type that are in conflict with this part are void and unenforceable.
TN Code § 48-56-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 56 - Members and Memberships|Part 1 - Admission of Members|§ 48-56-101. Admission

  A corporation may admit any person as a member. If there are to be criteria or procedures for admission as a member, then such criteria or procedures shall be established by the charter or bylaws.   No person shall be admitted as a member without the person's consent.   A corporation may issue certificates evidencing membership therein, but such certificates shall not include provisions inconsistent with the charter, bylaws, or Chapters 51 68 of this title.
TN Code § 48-56-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 56 - Members and Memberships|Part 1 - Admission of Members|§ 48-56-102. Consideration

 Except as provided in its charter or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board.
TN Code § 48-56-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 56 - Members and Memberships|Part 1 - Admission of Members|§ 48-56-103. No Members Required

 A corporation is not required to have members.
TN Code § 48-56-201 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 56 - Members and Memberships|Part 2 - Types of Memberships — Members' Rights and Obligations|§ 48-56-201. Differences in Rights and Obligations of Members

 All members have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the charter or bylaws establish classes of membership with different rights or obligations. All members have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the charter or bylaws.
TN Code § 48-56-202 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 56 - Members and Memberships|Part 2 - Types of Memberships — Members' Rights and Obligations|§ 48-56-202. Transfers

  Except as set forth in or authorized by the charter or bylaws, no member of a corporation may transfer a membership or any right arising therefrom.   Where transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the members and the affected member.
TN Code § 48-56-203 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 56 - Members and Memberships|Part 2 - Types of Memberships — Members' Rights and Obligations|§ 48-56-203. Member's Liability to Third Parties

 A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation.
TN Code § 48-56-204 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 56 - Members and Memberships|Part 2 - Types of Memberships — Members' Rights and Obligations|§ 48-56-204. Member's Liability for Dues, Assessments and Fees

  A member may become liable to the corporation for dues, assessments or fees by consenting (expressly or impliedly) to such obligation; provided, that a charter or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments or fees does not, of itself, create liability.   Nothing in this section shall prevent a corporation from terminating or suspending a member's membership for nonpayment of dues, assessments or fees, even though the member is not liable to the corporation, pursuant to this section, for payment of such dues, assessments or fees.
TN Code § 48-56-205 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 56 - Members and Memberships|Part 2 - Types of Memberships — Members' Rights and Obligations|§ 48-56-205. Creditor's Action Against Member

  No proceeding may be brought by a creditor of a corporation to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such proceeding would be useless.   All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor's proceeding brought under subsection (a) to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in such proceeding.   Nothing provided in subsection (a) or (b) is intended to preclude the availability of other remedies to a creditor.
TN Code § 48-56-301 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 56 - Members and Memberships|Part 3 - Resignation and Termination|§ 48-56-301. Resignation

  A member may resign at any time.   The resignation of a member does not relieve the member from any obligations the member may have to the corporation.
TN Code § 48-56-302 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 56 - Members and Memberships|Part 3 - Resignation and Termination|§ 48-56-302. Termination

  Unless the charter provides for the removal of a member and termination of a membership without cause, no member may be expelled or suspended, and no membership or memberships may be terminated or suspended except pursuant to a procedure which is fair and reasonable and is carried out in good faith.   A procedure is fair and reasonable when either:  The charter or bylaws set forth a procedure which provides:  Not less than fifteen (15) days' prior written notice of the expulsion, suspension, or termination and the reasons therefor; and   An opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, suspension, or termination not take place; or     It is fair and reasonable taking into consideration all of the relevant facts and circumstances.     A procedure is not necessarily unfair nor unreasonable:  If a member's attorney is excluded from the hearing;   If the member is not allowed to cross-examine adverse witnesses; or   If the person or persons authorized to make the decision consider matters and evidence which would be inadmissible in a court of law.     Any written notice given by mail must be given by first class or certified mail sent to the last address of the member shown on the corporation's records.   Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, must be commenced within one (1) year after the effective date of the expulsion, suspension or termination.   A member who has been expelled or suspended may be liable to the corporation for dues, assessments or fees.   This section shall not apply to any amendment of the charter or bylaws meeting the requirements of Chapters 51 68 of this title and § 48-60-302.
TN Code § 48-56-303 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 56 - Members and Memberships|Part 3 - Resignation and Termination|§ 48-56-303. Purchase of Memberships

  A public benefit corporation may not purchase any of its memberships or any right arising therefrom.   A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its charter. No payment shall be made in violation of chapter 63 of this title.