reglab/housing_qa huggingface dataset:
TN Code § 48-60-108 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 60 - Amendment of Charter and Bylaws|Part 1 - Amendment of Charter|§ 48-60-108. Effect of Amendment

  Except as provided in subsections (b), (c), and (d), an amendment to the charter does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than members of the corporation or persons referred to in the charter. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.   Property held in trust by a corporation or otherwise dedicated to a charitable purpose may not be diverted from its purpose by an amendment of its charter unless the corporation obtains an appropriate order of a court of competent jurisdiction to the extent required by and pursuant to the law of this state on cy pres or otherwise dealing with the nondiversion of charitable assets.   Unless a corporation, after notifying the attorney general and reporter, obtains an appropriate order of a court of competent jurisdiction under the law of this state on cy pres or otherwise dealing with the nondiversion of charitable assets, an amendment of its charter may not affect:  Any restriction imposed upon property held by the corporation by virtue of any trust under which it holds that property; or   The existing rights of persons other than its members.     A person who is a member or otherwise affiliated with a public benefit corporation may not receive a direct or indirect financial benefit in connection with an amendment of the charter unless the person is itself a public benefit corporation or an unincorporated entity with a charitable purpose. This subsection (d) does not apply to the receipt of reasonable compensation for services rendered.
TN Code § 48-60-201 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 60 - Amendment of Charter and Bylaws|Part 2 - Amendment of Bylaws|§ 48-60-201. Amendment of Bylaws by Board of Directors

 If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one (1) or more amendments to the corporation's bylaws, subject to any approval required pursuant to § 48-60-301. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice shall be in accordance with § 48-58-203. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.
TN Code § 48-60-202 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 60 - Amendment of Charter and Bylaws|Part 2 - Amendment of Bylaws|§ 48-60-202. Amendment of Bylaws by Board of Directors or Members

  A corporation's board of directors may amend or repeal the corporation's bylaws unless:  The charter or Chapters 51 68 of this title reserve this power exclusively to the members in whole or in part; or   The members in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.     A corporation's members may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors. An amendment to the bylaws shall be approved by members by two thirds (2/3) of the votes cast or a majority of the voting power, whichever is less. An amendment to the bylaws which relates solely to the dues required for membership and which establishes or changes a specific amount for dues shall be approved by a majority of the members present and voting unless the charter or bylaws specify a higher voting percentage.   An amendment or repeal of a bylaw requires the written approval of a third person or persons if the charter so provides in accordance with § 48-60-301.
TN Code § 48-60-203 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 60 - Amendment of Charter and Bylaws|Part 2 - Amendment of Bylaws|§ 48-60-203. Bylaw Increasing Quorum or Voting Requirement for Members

  If expressly authorized by the charter, the members may adopt or amend a bylaw that fixes a greater quorum or voting requirement for members (or voting groups of members) than is required by Chapters 51 68 of this title. The adoption or amendment of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for members must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.   A bylaw that fixes a greater quorum or voting requirement for members under subsection (a) may not be adopted, amended or repealed by the board of directors.   Except as provided in the charter or bylaws, the board of directors of a corporation that has one (1) or more members at the time may not adopt or amend a bylaw under:  Section 48-56-201 providing differences in rights and obligations of members;   Section 48-56-204 addressing member's liability for dues, assessments and fees;   Section 48-56-302 relating to termination;   Section 48-56-303 authorizing the purchase of memberships;   Section 48-58-108(a) requiring cause to remove a director;   Section 48-58-108(a) specifying what constitutes cause to remove a director;   Section 48-58-109 relating to removal of designated or appointed directors; or   Section 48-58-101(c) authorizing persons to exercise powers otherwise exercised by the board.
TN Code § 48-60-204 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 60 - Amendment of Charter and Bylaws|Part 2 - Amendment of Bylaws|§ 48-60-204. Bylaw Increasing Quorum or Voting Requirement for Directors

  A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed:  By written approval of any person or persons whose approval is required by a charter provision authorized by § 48-60-301;   If originally adopted by the members, only by the members; and   If originally adopted by the board of directors, either by the members or by the board of directors.     A bylaw adopted or amended by the members that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the members or the board of directors.   Action by the board of directors under subdivision (a)(3) to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
TN Code § 48-60-205 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 60 - Amendment of Charter and Bylaws|Part 2 - Amendment of Bylaws|§ 48-60-205. Class Voting by Members on Amendments

  The members of a class in a corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would:  Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than the amendment would affect another class;   Change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;   Increase or decrease the number of memberships authorized for that class;   Increase the number of memberships authorized for another class;   Effect an exchange, reclassification or termination of all or part of the memberships of that class; or   Authorize a new class of memberships.     If a class is to be divided into two (2) or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment.   If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less.   A class of members is entitled to the voting rights granted by this section although the charter and bylaws provide that the class may not vote on the proposed amendment.
TN Code § 48-60-206 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 60 - Amendment of Charter and Bylaws|Part 2 - Amendment of Bylaws|§ 48-60-206. Amendment to Bylaws May Not Divert Property Held in Trust for Charitable Purpose From That Purpose — Exception — Financial Benefit in Connection With Bylaws Amendment Prohibited — Exception

  Property held in trust by a corporation or otherwise dedicated to a charitable purpose may not be diverted from its purpose by an amendment of its bylaws unless the corporation obtains an appropriate order of a court of competent jurisdiction to the extent required by and pursuant to the law of this state on cy pres or otherwise dealing with the nondiversion of charitable assets.   Unless a corporation, after notifying the attorney general and reporter obtains an appropriate order of a court of competent jurisdiction under the law of this state on cy pres or otherwise dealing with the nondiversion of charitable assets, an amendment of its bylaws may not affect:  Any restriction imposed upon property held by the corporation by virtue of any trust under which it holds that property; or   The existing rights of persons other than its members.     A person who is a member or otherwise affiliated with a public benefit corporation may not receive a direct or indirect financial benefit in connection with an amendment of the bylaws unless the person is itself a public benefit corporation or an unincorporated entity with a charitable purpose. This subsection (c) does not apply to the receipt of reasonable compensation for services rendered.
TN Code § 48-60-301 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 60 - Amendment of Charter and Bylaws|Part 3 - Charter and Bylaws|§ 48-60-301. Approval by Third Persons

 The charter may require an amendment to the charter or bylaws to be approved in writing by a specified person or persons other than the board or members. Such a charter provision may only be amended with the approval of such person or persons in the form of a document.
TN Code § 48-60-302 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 60 - Amendment of Charter and Bylaws|Part 3 - Charter and Bylaws|§ 48-60-302. Amendment Terminating Members or Redeeming or Cancelling Memberships

  Any amendment to the charter or bylaws which would terminate all members or any class of members or redeem or cancel all memberships of any class of memberships must meet the requirements of Chapters 51 68 of this title and this section.   Before adopting a resolution proposing such an amendment, the board of a mutual benefit corporation shall give notice of the general nature of the amendment to the members.   After the board has adopted a resolution proposing such an amendment, the notice to members proposing such amendment shall include one (1) statement of up to five hundred (500) words opposing the proposed amendment if such statement is submitted by any five (5) members or members having three percent (3%) or more of the voting power, whichever is less, not later than twenty (20) days after the board has voted to submit such amendment to the members for their approval. In public benefit corporations, the production and mailing costs shall be paid by the requesting members. In mutual benefit corporations, the production and mailing costs shall be paid by the corporation.   Any such amendment shall be approved by the members by two thirds (2/3) of the voting power.   Section 48-56-302 shall not apply to any amendment meeting the requirements of Chapters 51 68 of this title and this section.
TN Code § 48-64-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 64 - Dissolution|Part 1 - Voluntary Dissolution|§ 48-64-101. Dissolution by Incorporators or Directors

  A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the charter or bylaws, dissolve the corporation by delivering to the secretary of state for filing articles of dissolution and termination that set forth:  The name of the corporation;   The date of its incorporation;   A statement that the corporation has no members; and   A statement that a majority of the incorporators or directors authorized the dissolution and the date dissolution was thus authorized.     The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be in accordance with § 48-58-203(c). The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.   The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.   If the secretary of state finds that the articles of dissolution and termination of corporate existence comply with the requirements of subsection (a), and if the articles are accompanied by a tax clearance for termination or withdrawal relative to such corporation, then the secretary of state shall file the articles of dissolution and termination of corporate existence. Upon such filing, the existence of the corporation shall cease. Unless a claim is barred pursuant to § 48-64-107 or § 48-64-108, the termination of corporate existence shall not take away or impair any remedy to or against the corporation, its directors, officers or members, for any right or claim existing or any liability incurred, prior to such termination. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors, and officers shall have the power to take such corporate or other action as may be appropriate to protect such remedy, right, or claim.
TN Code § 48-64-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 64 - Dissolution|Part 1 - Voluntary Dissolution|§ 48-64-102. Dissolution by Board of Directors, Members and Third Persons

  A corporation may be voluntarily dissolved by the written consent of its members in accordance with § 48-57-104 or at a special meeting called in accordance with § 48-57-102.   A corporation's board of directors may propose dissolution for submission to the members. Notice of any meeting of the directors to approve such action shall be in accordance with § 48-64-101(b).   For a proposal to dissolve to be adopted:  The board of directors shall recommend dissolution to the members unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the members;   The members entitled to vote shall approve the proposal to dissolve as provided in subsection (f); and   Any person or persons whose approval is required by a charter provision authorized by § 48-60-301 for a charter or bylaw amendment shall approve the dissolution in writing.     The board of directors or members may condition its submission of the proposal for dissolution on any basis.   The corporation shall notify its members, whether or not entitled to vote, of the proposed members' meeting in accordance with § 48-57-105. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.   Unless the charter, bylaws, the board of directors, or members (acting pursuant to subsection (c)) require a greater vote or voting by class, the proposal to dissolve to be adopted shall be approved by two thirds (2/3) of the votes cast by members or a majority of the voting power, whichever is less.   If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.   The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
TN Code § 48-64-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 64 - Dissolution|Part 1 - Voluntary Dissolution|§ 48-64-103. Notices to the Attorney General and Reporter

  A public benefit corporation shall give the attorney general and reporter written notice that it intends to dissolve at or before the time it delivers the articles of dissolution to the secretary of state. The notice shall include a copy or summary of the plan of dissolution.   No assets shall be transferred or conveyed by a public benefit corporation as part of the dissolution process until forty-five (45) days after it has given the written notice required by subsection (a) to the attorney general and reporter or until the attorney general and reporter has consented in writing to, or indicated in writing that the attorney general and reporter will take no action in respect to, the transfer or conveyance, whichever is earlier.   When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the attorney general and reporter a list showing those (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the address of each person (other than creditors) who received assets and indicate what assets each received.
TN Code § 48-64-104 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 64 - Dissolution|Part 1 - Voluntary Dissolution|§ 48-64-104. Articles of Dissolution

  At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth:  The name of the corporation;   The date dissolution was authorized;   A statement that the resolution was duly adopted by the members;   If approval by members was not required, a statement that the resolution was duly adopted by a majority of the board of directors;   A copy of the resolution or the written consent authorizing the dissolution;   If approval of dissolution by some third person or persons other than the members, directors, or incorporators was required, a statement that such approval was obtained; and   If the corporation is a public benefit corporation, a statement that the notice to the attorney general and reporter required by § 48-64-103(a) has been given.     Unless a delayed effective date is specified in the articles of dissolution, a corporation is dissolved when the articles of dissolution are filed.
TN Code § 48-64-105 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 64 - Dissolution|Part 1 - Voluntary Dissolution|§ 48-64-105. Revocation of Dissolution

  A corporation may revoke its dissolution at any time prior to filing the articles of termination of corporate existence with the secretary of state.   Revocation of dissolution shall be authorized in any manner that dissolution may be authorized under § 48-64-102, unless the authorization for dissolution permitted revocation by action by the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person.   After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution that set forth:  The name of the corporation;   The effective date of the dissolution that was revoked;   The date that the revocation of dissolution was authorized;   If the corporation's board of directors (or its incorporators) revoked the dissolution, a statement to that effect;   If the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and   If member or third person action was required to revoke the dissolution, the information required by § 48-64-104(a)(3), (5) and (6).     Revocation of dissolution is effective when the articles of revocation of dissolution are filed.   When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.
TN Code § 48-64-106 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 64 - Dissolution|Part 1 - Voluntary Dissolution|§ 48-64-106. Effect of Dissolution

  A dissolved corporation continues its corporate existence, but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including:  Collecting its assets;   Conveying and disposing of its properties that will not be distributed in kind;   Discharging or making provision for discharging its liabilities;   Returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition;   Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its charter or bylaws;   If the corporation is a public benefit corporation, and no provision has been made in its charter or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets to:  One (1) or more persons recognized as exempt under Section 501(c)(3) of the Internal Revenue Code  (26 U.S.C. § 501(c)(3));   If the dissolved corporation is not recognized as exempt under Section 501(c)(3) of the Internal Revenue Code, one (1) or more public benefit corporations; or   The state of Tennessee or any county, municipality, or political subdivision thereof;     If the corporation is a mutual benefit corporation and no provision has been made in its charter or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, those persons whom the corporation holds itself out as benefitting or serving; and   Doing every other act necessary to wind up and liquidate its assets and affairs.     Dissolution of a corporation does not:  Transfer title to the corporation's property;   Subject its directors or officers to standards of conduct different from those prescribed in chapter 58 of this title;   Change quorum or voting requirements for its board of directors or members; change provisions for selection, resignation, or removal of its directors or officers, or both; or change provisions for amending its bylaws;   Prevent commencement of a proceeding by or against the corporation in its corporate name;   Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or   Terminate the authority of the registered agent of the corporation.