reglab/housing_qa huggingface dataset:
TN Code § 48-16-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 16 - Shares and Distributions|Part 1 - Shares|§ 48-16-102. Terms of Class or Series Determined by Board of Directors

  If the charter so provides, the board of directors may determine, in whole or part, the preferences, limitations, and relative rights (within the limits set forth in § 48-16-101) of:  Any class of shares before the issuance of any shares of that class; or   One (1) or more series within a class before the issuance of any shares of that series.     Each series of a class must be given a distinguishing designation.   All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.   Before issuing any shares of a class or series created under this section, the corporation must deliver to the secretary of state for filing articles of amendment, which are effective without shareholder action, that set forth:  The name of the corporation;   The text of the amendment determining the terms of the class or series of shares;   The date it was adopted; and   A statement that the amendment was duly adopted by the board of directors.
TN Code § 48-16-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 16 - Shares and Distributions|Part 1 - Shares|§ 48-16-103. Issued and Outstanding Shares

  A corporation may issue the number of shares of each class or series authorized by the charter. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled.   The reacquisition, redemption, or conversion of outstanding shares is subject to the limitation of subsection (c) and to § 48-16-401.   At all times that shares of the corporation are outstanding, one (1) or more shares that together have unlimited voting rights and one (1) or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.
TN Code § 48-16-104 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 16 - Shares and Distributions|Part 1 - Shares|§ 48-16-104. Fractional Shares

  A corporation may:  Issue fractions of a share or pay in money the value of fractions of a share;   Arrange for disposition of fractional shares by the shareholders; and   Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.     Each certificate representing scrip must be conspicuously labeled “scrip” and must contain the information required by § 48-16-206(b).   The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.   The board of directors may authorize the issuance of scrip, subject to any condition considered desirable, including that:  The scrip will become void if not exchanged for full shares before a specified date; and   The shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
TN Code § 48-16-201 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 16 - Shares and Distributions|Part 2 - Issuance of Shares|§ 48-16-201. Subscription for Shares

  A subscription for shares entered into before incorporation shall be in writing, and any such subscription shall be irrevocable for six (6) months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.   The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.   Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.   If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than twenty (20) days after the corporation sends written demand for payment to the subscriber.   A subscription agreement entered into after incorporation shall be in writing and is a contract between the subscriber and the corporation subject to § 48-16-202.
TN Code § 48-16-202 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 16 - Shares and Distributions|Part 2 - Issuance of Shares|§ 48-16-202. Issuance of Shares

  The powers granted in this section to the board of directors may be reserved to the shareholders by the charter.   The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other benefits to be received, or other securities of the corporation.   Before the corporation issues shares, the board of directors shall determine that the consideration received or to be received for shares to be issued is adequate. A decision by the board of directors to accept consideration for shares shall be deemed a determination that the consideration is adequate. A determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable.   When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable. For the purposes of this subsection (d), when and to the extent consideration for the issuance of shares consists of a promissory note or contract for services or other benefits, the corporation has received such consideration at the time such note is issued or contract is entered into.   The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be cancelled in whole or in part.
TN Code § 48-16-203 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 16 - Shares and Distributions|Part 2 - Issuance of Shares|§ 48-16-203. Liability of Shareholders

  A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (§ 48-16-202) or specified in a preincorporation subscription agreement (§ 48-16-201).   A shareholder of a corporation is not personally liable for the acts or debts of the corporation except that the shareholder may become personally liable by reason of the shareholder's own acts or conduct.   Any person becoming an assignee or transferee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration therefor has not been paid shall not be personally liable for any unpaid portion of such consideration, but the transferor shall remain liable therefor, whether such assignment or transfer be voluntary or involuntary.   No person holding shares in any corporation as collateral security shall be personally liable as a shareholder, but the person pledging such shares shall be considered the holder thereof and shall be so liable. No executor, administrator, guardian, trustee, or other fiduciary shall be personally liable as a shareholder, but the estate and funds in the hands of such executor, administrator, guardian, trustee, or other fiduciary shall be liable.
TN Code § 48-16-204 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 16 - Shares and Distributions|Part 2 - Issuance of Shares|§ 48-16-204. Share Dividends

  Unless the charter provides otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one (1) or more classes or series. An issuance of shares under this subsection (a) is a share dividend.   Shares of one (1) class or series may not be issued as a share dividend in respect of shares of another class or series unless:  The charter so authorizes;   A majority of the votes entitled to be cast by the class or series to be issued approves the issue; or   There are no outstanding shares of the class or series to be issued.     If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.
TN Code § 48-16-206 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 16 - Shares and Distributions|Part 2 - Issuance of Shares|§ 48-16-206. Form and Content of Certificate

  Shares may but need not be represented by certificates. Unless Chapters 11 27 of this title or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.   At a minimum each share certificate must state on its face:  The name of the issuing corporation and that it is organized under the laws of this state;   The name of the person to whom issued; and   The number and class of shares and the designation of the series, if any, the certificate represents.     If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.   Each share certificate:  Shall be signed (either manually or in facsimile) by two (2) officers designated in the bylaws or by the board of directors; and   May bear the corporate seal or its facsimile.     If the person who signed (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.
TN Code § 48-16-207 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 16 - Shares and Distributions|Part 2 - Issuance of Shares|§ 48-16-207. Shares Without Certificates

  Unless the charter or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.   Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by § 48-16-206(b) and (c), and, if applicable, § 48-16-208, except that no such written statement need be sent by a corporation in respect of shares that are not subject to any restriction on transfer described in § 48-16-208 and that are issued by a corporation subject to the reporting requirements of § 13 of the Securities Exchange Act of 1934 (15 U.S.C. § 78m).
TN Code § 48-16-208 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 16 - Shares and Distributions|Part 2 - Issuance of Shares|§ 48-16-208. Restriction on Transfer of Shares and Other Securities

  The charter, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.   A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by § 48-16-207(b). Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.   A restriction on the transfer or registration of transfer of shares is authorized:  To maintain the corporation's status when it is dependent on the number or identity of its shareholders;   To preserve exemptions under federal or state securities law; or   For any other reasonable purpose.     A restriction on the transfer or registration of transfer of shares may:  Obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares;   Obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares;   Require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or   Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.     For purposes of this section, “shares” includes a security convertible into or carrying a right to subscribe for or acquire shares.
TN Code § 48-16-209 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 16 - Shares and Distributions|Part 2 - Issuance of Shares|§ 48-16-209. Expense of Issue

 A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.
TN Code § 48-16-301 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 16 - Shares and Distributions|Part 3 - Subsequent Acquisition of Shares by Shareholders and Corporation|§ 48-16-301. Shareholders' Preemptive Rights

  The shareholders of a corporation, solely by virtue of their status as such, do not have a preemptive right to acquire the corporation's unissued shares except to the extent the charter so provides.   A statement included in the charter that “the corporation elects to have preemptive rights” (or words of similar import) means that the following principles apply except to the extent the charter expressly provides otherwise:  The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them;   A shareholder may waive this preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration;   There is no preemptive right with respect to:  Shares issued as compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates;   Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates;   Shares authorized in the charter that are issued within six (6) months from the effective date of incorporation; or   Shares sold otherwise than for cash;     Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class;   Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights; and   Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one (1) year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one (1) year is subject to the shareholders' preemptive rights.     For purposes of this section, “shares” includes a security convertible into or carrying a right to subscribe for or acquire shares.   This section does not limit or otherwise affect the ability of a corporation to grant by contract to one (1) or more of its shareholders the right to acquire shares on a preemptive or other priority basis.
TN Code § 48-16-302 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 16 - Shares and Distributions|Part 3 - Subsequent Acquisition of Shares by Shareholders and Corporation|§ 48-16-302. Corporation's Acquisition of Its Own Shares

   A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.   Shares of a class or a series, the preferences, limitations and relative rights of which were determined by the board of directors pursuant to § 48-16-102, that are acquired by the corporation shall constitute authorized but unissued shares having the same preferences, limitations and relative rights as the shares so acquired; provided, that, if the charter so provides, such authorized but unissued shares may instead constitute or be included in a class of shares with respect to which the board may again determine the preferences, limitations and relative rights under § 48-16-102.     If the charter prohibits the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the charter.   The board of directors may adopt articles of amendment that are required by subsection (b) without shareholder action, and deliver them to the secretary of state for filing. The articles must set forth:  The name of the corporation;   The reduction in the number of authorized shares, itemized by class and series; and   The total number of authorized shares, itemized by class and series, remaining after reduction of the shares.
TN Code § 48-17-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 17 - Shareholders|Part 1 - Meetings|§ 48-17-101. Annual Meeting

  Unless directors are elected by written consent in lieu of an annual meeting as permitted by § 48-17-104, a corporation shall hold a meeting of shareholders annually at a time stated in, or fixed in accordance with, the bylaws.   Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office.   The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
TN Code § 48-17-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 17 - Shareholders|Part 1 - Meetings|§ 48-17-102. Special Meeting

  A corporation shall hold a special meeting of shareholders:  On call of its board of directors or the person or persons authorized to do so by the charter or bylaws; or   Unless the charter otherwise provides, if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held.     If not otherwise fixed under § 48-17-103 or § 48-17-107, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.   Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.   Only business within the purpose or purposes described in the meeting notice required by § 48-17-105(c) may be conducted at a special shareholders' meeting.
TN Code § 48-17-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 17 - Shareholders|Part 1 - Meetings|§ 48-17-103. Court-Ordered Meeting

  A 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 summarily order a meeting to be held on application of:  Any shareholder of the corporation entitled to participate in an annual meeting, if an annual meeting was not held within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting; or   A shareholder who signed a demand for a special meeting valid under § 48-17-102, if:  Notice of the special meeting was not given within one (1) month after the date the demand was delivered to the corporation's secretary; or   The special meeting was not held in accordance with the notice.       The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters) and enter other orders necessary to accomplish the purpose or purposes of the meeting.