reglab/housing_qa huggingface dataset:
TN Code § 48-17-105 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 17 - Shareholders|Part 1 - Meetings|§ 48-17-105. Notice of Meeting

  A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than ten (10) days nor more than two (2) months before the meeting date. Unless Chapters 11 27 of this title or the charter requires otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.   Unless Chapters 11 27 of this title or the charter requires otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.   Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called.   If not otherwise fixed under § 48-17-103 or § 48-17-107, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the close of business on the day before the first notice is mailed or otherwise dispatched to shareholders.   Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under § 48-17-107, however, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date.   A certificate of the secretary or other person giving the notice, or of a transfer agent of the corporation, that the notice required by this section has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
TN Code § 48-17-106 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 17 - Shareholders|Part 1 - Meetings|§ 48-17-106. Waiver of Notice

  A shareholder may waive any notice required by Chapters 11 27 of this title, the charter, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.   A shareholder's attendance at a meeting:  Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting (or promptly upon the shareholder's arrival) objects to holding the meeting or transacting business at the meeting; and   Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
TN Code § 48-17-107 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 17 - Shareholders|Part 1 - Meetings|§ 48-17-107. Record Date

  The bylaws may fix or provide the manner of fixing the record date for one (1) or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.   A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders.   A determination of shareholders entitled to notice of or vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than four (4) months after the date fixed for the original meeting.   If a court orders a meeting adjourned to a date more than four (4) months after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.
TN Code § 48-17-108 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 17 - Shareholders|Part 1 - Meetings|§ 48-17-108. Waiver or Approval by Fiduciaries

 Each fiduciary, including such acting as executor, administrator, guardian, committee, agent, or trustee, who is a shareholder of record, whether the corporation issuing such shares is foreign or domestic, may waive notice or lapse of time pursuant to § 48-17-106 and may consent to the taking of any corporate action pursuant to § 48-17-104.
TN Code § 48-17-109 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 17 - Shareholders|Part 1 - Meetings|§ 48-17-109. Shareholder Meetings Through Special Communication

 Unless the charter or bylaws provide otherwise, the corporation may permit any or all shareholders to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all shareholders participating may simultaneously hear each other during the meeting. A shareholder who participates in a meeting by this means is deemed to be present in person at the meeting.
TN Code § 48-17-110 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 17 - Shareholders|Part 1 - Meetings|§ 48-17-110. Conduct of the Meeting

  At each meeting of shareholders, a chair shall preside. The chair shall be appointed as provided in the bylaws or, in the absence of such provision, by the board.   The chair, unless the charter or bylaws provide otherwise, shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting.   Any rules adopted for, and the conduct of, the meeting shall be fair to shareholders.   The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes nor any revocations or changes thereto may be accepted.
TN Code § 48-17-201 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 17 - Shareholders|Part 2 - Voting|§ 48-17-201. Shareholders' List for Meeting

  After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group (and within each voting group by class or series of shares) and show the address of and number of shares held by each shareholder, in each case as reflected in the records of the corporation.   The shareholders' list must be available for inspection by any shareholder, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder, or the shareholder's agent or attorney, is entitled on written demand to inspect and, subject to the requirements of § 48-26-102(c), to copy the list, during regular business hours and at such shareholder's or agent's expense, during the period it is available for inspection.   The corporation shall make the shareholders' list available at the meeting, and any shareholder, or the shareholder's agent or attorney, is entitled to inspect the list at any time during the meeting or any adjournment. If the right to vote at any meeting is challenged, the person presiding may rely on such list as evidence of the right of the person challenged to vote at such meeting.   If the corporation refuses to allow a shareholder, the shareholder's agent, or attorney to inspect the shareholders' list before or at the meeting (or copy the list as permitted by subsection (b)), 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, on application of the shareholder, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.   Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.
TN Code § 48-17-202 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 17 - Shareholders|Part 2 - Voting|§ 48-17-202. Voting Entitlement of Shares

  Except as provided in subsections (b) and (c) or unless the charter provides otherwise, each outstanding share, regardless of class, is entitled to one (1) vote on each matter voted on at a shareholders' meeting. Except as provided in subsection (f), only shares are entitled to vote.   Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation, and no such shares shall be counted in determining the total number of outstanding shares of the corporation at any given time.   Subsection (b) does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.   Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares, and no such shares shall be counted in determining the total number of outstanding shares of the corporation at any given time.   Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws of such corporation may prescribe or, in the absence of a bylaw provision, as the board of directors of such corporation may determine. The corporation whose shares are being voted may rely on the representations of such officer, agent, or proxy as to the authority unless such authority is questioned.   A corporation may in its charter confer upon the holders of any bonds, debentures or other debt obligations the power to vote in respect of its corporate affairs and management of the corporation to the extent and in the manner provided in the charter and may confer upon such holders of bonds, debentures or other debt obligations the same right of inspection of its books, accounts and other records, and also any other rights, which the shareholders of the corporation have or may have by reason of Chapters 11 27 of this title or of its charter. If and to the extent the charter so provides, such holders shall be deemed to be shareholders, and their bonds, debentures or other debt obligations shall be deemed to be shares of stock, for the purpose of any provision of this title which requires the vote of shareholders as a prerequisite to any corporate action, and the charter may divest the holders of shares of capital stock, in whole or in part, of their right to vote on any corporate matter whatsoever, except as set forth in § 48-20-104.
TN Code § 48-17-204 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 17 - Shareholders|Part 2 - Voting|§ 48-17-204. Shares Held by Nominees

  A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.   The procedure may set forth:  The types of nominees to which it applies;   The rights or privileges that the corporation recognizes in a beneficial owner;   The manner in which the procedure is selected by the nominee;   The information that must be provided when the procedure is selected;   The period for which selection of the procedure is effective; and   Other aspects of the rights and duties created.
TN Code § 48-17-205 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 17 - Shareholders|Part 2 - Voting|§ 48-17-205. Corporation's Acceptance of Votes

  If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder.   If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if:  The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;   The name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;   The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;   The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or   Two (2) or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the co-owners and the person signing appears to be acting on behalf of all the co-owners.     The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder.   The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the shareholder for the consequences of the acceptance or rejection.   Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
TN Code § 48-17-206 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 17 - Shareholders|Part 2 - Voting|§ 48-17-206. Quorum and Voting Requirements for Voting Groups

  Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the charter or Chapters 11 27 of this title provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. If a quorum of the shares entitled to vote as a voting group shall fail to be obtained at any meeting, the chair of the meeting or the holders of a majority of the shares of such voting group who are present, in person or by proxy, may adjourn the meeting to another place, date or time and no notice of such place, date or time need be given except as required in § 48-17-105(e).   Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.   If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the charter or Chapters 11 27 of this title requires a greater number of affirmative votes.   A charter amendment adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) is governed by § 48-17-208.   The election of directors is governed by § 48-17-209.
TN Code § 48-17-207 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 17 - Shareholders|Part 2 - Voting|§ 48-17-207. Action by Single and Multiple Voting Groups

  If the charter or Chapters 11 27 of this title provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by the voting group as provided in § 48-17-206.   If the charter or Chapters 11 27 of this title provide for voting by two (2) or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in § 48-17-206. Action may be taken by one (1) voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.
TN Code § 48-17-208 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 17 - Shareholders|Part 2 - Voting|§ 48-17-208. Greater Quorum or Voting Requirements

  The charter may provide for a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is provided for by Chapters 11 27 of this title.   An amendment to the charter that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
TN Code § 48-17-209 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 17 - Shareholders|Part 2 - Voting|§ 48-17-209. Voting for Directors — Cumulative Voting

  Unless otherwise provided in the charter, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.   Shareholders do not have a right to cumulate their votes for directors unless the charter so provides.   A statement included in the charter that “(all) (a designated voting group of) shareholders are entitled to cumulate their votes for directors” (or words of similar import) means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two (2) or more candidates.   Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless:  The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or   A shareholder who has the right to cumulate that shareholder's votes gives notice to the corporation no fewer than forty-eight (48) hours before the time set for the meeting of that shareholder's intent to cumulate that shareholder's votes during the meeting, and if one (1) shareholder gives this notice, all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.
TN Code § 48-17-210 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 17 - Shareholders|Part 2 - Voting|§ 48-17-210. Shareholders Presumed Sui Juris

 A corporation may treat any of its shareholders as sui juris until written notice to the contrary is received by the corporation.
TN Code § 48-17-301 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 17 - Shareholders|Part 3 - Voting Trusts and Shareholders' Agreements|§ 48-17-301. Voting Trusts

  One (1) or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust (which may include anything consistent with its purpose) and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office.   A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. A voting trust is valid for not more than ten (10) years after its effective date unless extended under subsection (c).   All or some of the parties to a voting trust may extend it for additional terms of not more than ten (10) years each by signing an extension agreement and obtaining the voting trustee's written consent to the extension. An extension is valid for ten (10) years from the date the first shareholder signs the extension agreement. The voting trustee shall deliver copies of the extension agreement and list of beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing it.   The trustee or trustees of the voting trust may execute and deliver to the transferring shareholders voting trust certificates evidencing the interest of such transferring shareholder in the shares transferred in trust, and such voting trust certificates shall be transferable in the same manner and with the same effect as certificates representing shares under chapter 16 of this title.