reglab/housing_qa huggingface dataset:
TN Code § 48-18-301 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 3 - Standards of Conduct|§ 48-18-301. General Standards for Directors

  A director shall discharge all duties as a director, including duties as a member of a committee:  In good faith;   With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and   In a manner the director reasonably believes to be in the best interests of the corporation.     In discharging such duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:  One (1) or more officers or employees of the corporation (or a subsidiary of the corporation) whom the director reasonably believes to be reliable and competent in the matters presented;   Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or   A committee of the board of directors of which the director is not a member, if the director reasonably believes the committee merits confidence.     A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.   A director is not liable for any action taken as a director, or any failure to take any action, if the director performed the duties of the office in compliance with this section.
TN Code § 48-18-302 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 3 - Standards of Conduct|§ 48-18-302. Liability for Unlawful Distributions

  A director who votes for or assents to a distribution made in violation of § 48-16-401 or the charter is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating such section or the charter if it is established that the director did not perform such director's duties in compliance with § 48-18-301. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.   A director held liable under subsection (a) for an unlawful distribution is entitled to contribution from:  Every other director who could be held liable under subsection (a) for the unlawful distribution; and   Each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of § 48-16-401 or the charter.     A proceeding under this section is barred unless it is commenced within two (2) years after the date on which the effect of the distribution was measured under § 48-16-401.
TN Code § 48-18-401 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 4 - Officers|§ 48-18-401. Required Officers

  A corporation has the officers described in its bylaws or designated by its board of directors in accordance with the bylaws. Unless the charter or bylaws provide otherwise, officers shall be elected or appointed by the board of directors.   A duly appointed officer may appoint one (1) or more officers or assistant officers if authorized by the bylaws or the board of directors.   The bylaws or the board of directors shall delegate to one (1) of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation.   The same individual may simultaneously hold more than one (1) office in a corporation.
TN Code § 48-18-402 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 4 - Officers|§ 48-18-402. Duties of Officers

 Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.
TN Code § 48-18-403 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 4 - Officers|§ 48-18-403. Standards of Conduct for Officers

  An officer with discretionary authority shall discharge all duties under that authority:  In good faith;   With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and   In a manner the officer reasonably believes to be in the best interest of the corporation.     In discharging such duties, an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:  One (1) or more officers or employees of the corporation (or a subsidiary of the corporation) whom the officer reasonably believes to be reliable and competent in the matters presented; or   Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.     An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.   An officer is not liable for any action taken as an officer, or any failure to take any action, if the officer performed the duties of office in compliance with this section.
TN Code § 48-18-404 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 4 - Officers|§ 48-18-404. Resignation and Removal of Officers

  An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specified a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.   A board of directors may remove any officer at any time with or without cause and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.
TN Code § 48-18-405 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 4 - Officers|§ 48-18-405. Contract Rights of Officers

  The appointment of an officer does not itself create contract rights.   An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
TN Code § 48-18-406 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 4 - Officers|§ 48-18-406. Release or Assignment of Life Insurance on Officers

 When a corporation, organized under the laws of this state, has caused or shall cause to be insured the life of any director, officer, agent, or employee, or when such corporation is named as a beneficiary in or assignee of any policy of life insurance, due authority to effect, assign, release, relinquish, convert, surrender, change the beneficiary, or to take any other action with reference to such insurance shall be sufficiently evidenced to the insurance company by a written statement to that effect, signed by the president or secretary or other corresponding officer of such corporation. Such statement shall be binding upon such corporation, and any act done or suffered to be done by it upon the faith thereof shall protect the insurance company concerned, without further inquiry into the validity of the corporate authority or the regularity of the corporate proceedings. No person shall be disqualified, by reason of interest in the subject matter, from acting as a director or as a member of the executive committee of such corporation, on any corporate procedure touching such insurance.
TN Code § 48-18-501 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 5 - Indemnification|§ 48-18-501. Part Definitions

 In this part:   “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction;   “Director” means an individual who is or was a director of a corporation, including individuals acting pursuant to § 48-18-101, or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on or otherwise involve services by the director to the plan or to participants in or beneficiaries of the plan. “Director” includes, unless the context requires otherwise, the estate or personal representative of a director;   “Expenses” includes counsel fees;   “Liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding;    “Official capacity” means:   When used with respect to a director, the office of director in a corporation; and   When used with respect to an individual other than a director, as contemplated in § 48-18-507, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation;     “Official capacity” does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise;     “Party” includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding; and   “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.
TN Code § 48-18-502 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 5 - Indemnification|§ 48-18-502. Authority to Indemnify

  Except as provided in subsection (d), a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if:  The individual's conduct was in good faith; and   The individual reasonably believed:  In the case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in its best interest; and   In all other cases, that the individual's conduct was at least not opposed to its best interests; and     In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful.     A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subdivision (a)(2)(B).   The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.   A corporation may not indemnify a director under this section:  In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or   In connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.
TN Code § 48-18-503 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 5 - Indemnification|§ 48-18-503. Mandatory Indemnification

 Unless limited by its charter, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.
TN Code § 48-18-504 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 5 - Indemnification|§ 48-18-504. Advance for Expenses

  A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:  The director furnishes the corporation a written affirmation of the director's good faith belief that the director has met the standard of conduct described in § 48-18-502;   The director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director is not entitled to indemnification; and   A determination is made that the facts then known to those making the determination would not preclude indemnification under this part.     The undertaking required by subdivision (a)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.   Determinations and authorizations of payments under this section shall be made in the manner specified in § 48-18-506.
TN Code § 48-18-505 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 5 - Indemnification|§ 48-18-505. Court Ordered Indemnification

 Unless a corporation's charter provides otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification if it determines the director is:   Entitled to mandatory indemnification under § 48-18-503, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or   Fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in § 48-18-502 or was adjudged liable as described in § 48-18-502(d), but if the director was adjudged so liable the director's indemnification is limited to reasonable expenses incurred.
TN Code § 48-18-506 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 5 - Indemnification|§ 48-18-506. Determination and Authorization of Indemnification

  A corporation may not indemnify a director under § 48-18-502 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in § 48-18-502.   The determination shall be made:  By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;   If a quorum cannot be obtained under subdivision (b)(1), by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two (2) or more directors not at the time parties to the proceeding;   By independent special legal counsel:  Selected by the board of directors or its committee in the manner prescribed in subdivision (b)(1) or (b)(2); or   If a quorum of the board of directors cannot be obtained under subdivision (b)(1) and a committee cannot be designated under subdivision (b)(2), selected by majority vote of the full board of directors (in which selection directors who are parties may participate); or     By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.     Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subdivision (b)(3) to select counsel.
TN Code § 48-18-507 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 5 - Indemnification|§ 48-18-507. Indemnification of Officers, Employees, and Agents

 Unless a corporation's charter provides otherwise:   An officer of the corporation who is not a director is entitled to mandatory indemnification under § 48-18-503, and is entitled to apply for court-ordered indemnification under § 48-18-505, in each case to the same extent as a director;   The corporation may indemnify and advance expenses under this part to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director; and   A corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its charter, bylaws, general or specific action of its board of directors, or contract.
TN Code § 48-18-508 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 5 - Indemnification|§ 48-18-508. Insurance

 A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the individual against the same liability under § 48-18-502 or § 48-18-503.
TN Code § 48-18-509 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 5 - Indemnification|§ 48-18-509. Exclusivity of Rights — Charter Limiting Indemnification — Payment of Witness Expenses

   The indemnification and advancement of expenses granted pursuant to, or provided by, Chapters 11 27 of this title shall not be deemed exclusive of any other rights to which a director seeking indemnification or advancement of expenses may be entitled, whether contained in Chapters 11 27 of this title, the charter, or the bylaws or, when authorized by such charter or bylaws, in a resolution of shareholders, a resolution of directors, or an agreement providing for such indemnification; provided, that no indemnification may be made to or on behalf of any director if a judgment or other final adjudication adverse to the director establishes the director's liability:  For any breach of the duty of loyalty to the corporation or its shareholders;   For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or   Under § 48-18-302.     Nothing contained in Chapters 11 27 of this title shall affect any rights to indemnification to which corporate personnel, other than directors, may be entitled by contract or otherwise under law. If the charter limits indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the charter.     This part does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with the director's appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.
TN Code § 48-18-601 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 6 - Limitation of Actions|§ 48-18-601. Limitation of Actions for Breach of Fiduciary Duty

 Any action alleging breach of fiduciary duties by directors or officers, including alleged violations of the standards established in § 48-18-301, § 48-18-403 or part 7 of this chapter, must be brought within one (1) year from the date of such breach or violation; provided, that in the event the alleged breach or violation is not discovered nor reasonably should have been discovered within the one-year period, the period of limitation shall be one (1) year from the date such was discovered or reasonably should have been discovered. In no event shall any such action be brought more than three (3) years after the date on which the breach or violation occurred, except where there is fraudulent concealment on the part of the defendant, in which case the action shall be commenced within one (1) year after the alleged breach or violation is, or should have been, discovered.
TN Code § 48-18-702 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 7 - Conflicting Interest Transactions|§ 48-18-702. Judicial Action

  A transaction effected or proposed to be effected by the corporation (or by an entity controlled by the corporation) may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director or officer of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director or officer has an interest respecting the transaction, if it is not a director's or officer's conflicting interest transaction.   A director's or officer's conflicting interest transaction may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director or officer of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director or officer has an interest respecting the transaction, if:  Directors' action respecting the transaction was taken in compliance with § 48-18-703 at any time;   Shareholders' action respecting the transaction was taken in compliance with § 48-18-704 at any time; or   The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation.