reglab/housing_qa huggingface dataset:
TN Code § 48-58-506 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 5 - Indemnification|§ 48-58-506. Determination and Authorization of Indemnification

  A corporation may not indemnify a director who is not a qualified director under § 48-58-502 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 § 48-58-502.   The determination shall be made by:  The board of directors by majority vote of a quorum consisting of directors whether or not at the time are parties to the proceeding;   If a quorum cannot be obtained under subdivision (b)(1), 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 proceedings;   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 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);     The members, but directors who are at the time parties to the proceeding may not vote on the determination; or   Qualified directors as provided in § 48-58-703.     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 independent 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 § 48-58-507 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 5 - Indemnification|§ 48-58-507. 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 § 48-58-503, and is entitled to apply for court-ordered indemnification under § 48-58-505 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 § 48-58-508 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 5 - Indemnification|§ 48-58-508. 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 business or nonprofit 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 § 48-58-502 or § 48-58-503.
TN Code § 48-58-509 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 5 - Indemnification|§ 48-58-509. Applicability of Part

   The indemnification and advancement of expenses granted pursuant to, or provided by, Chapters 51 68 of this title shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled, whether contained in Chapters 51 68 of this title, the charter, or the bylaws or, when authorized by such charter or bylaws, in a resolution of members, 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 or officer if a judgment or other final adjudication adverse to the director or officer establishes the director's or officer's liability:  For any breach of the duty of loyalty to the corporation or its members;   For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;   For a director's or officer's conflicting interest transaction under part 7 of this chapter; or   Under § 48-58-302.     Nothing contained in Chapters 51 68 of this title shall affect any rights to indemnification to which corporate personnel, other than directors and officers, may be entitled by contract or otherwise under law. If the charter limits indemnification or advancement for expenses, indemnification and advancement 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 appearing as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.   This part does not limit a corporation's power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee, agent, or volunteer.
TN Code § 48-58-702 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 7 - Director's or Officer's Conflicting Interest Transactions|§ 48-58-702. Conflicting Interest Transaction May Be Subject of Equitable Relief or Give Rise to Damages Award or Sanctions — Circumstances When Conflicting Interest Transaction May Not Be Subject of Equitable Relief or Give Rise to Damages Award or Sanctions

  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 member 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 member 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 § 48-58-703 at any time;   Member's action respecting the transaction was taken in compliance with § 48-58-704 at any time;   The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation; or   Approval of the transaction is obtained from:  The attorney general and reporter; or   A court of record having equity jurisdiction in an action in which the attorney general and reporter is joined as party.
TN Code § 48-58-703 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 58 - Directors and Officers|Part 7 - Director's or Officer's Conflicting Interest Transactions|§ 48-58-703. When Director's or Officer's Action Respecting Conflicting Interest Transaction Is Effective — Required Disclosures — Quorum

  Directors' action respecting a director's or officer's conflicting interest transaction is effective for purposes of § 48-58-702 if the transaction has been authorized by the affirmative vote of a majority (but no fewer than two (2)) of the qualified directors who voted on the transaction, after required disclosure by the conflicted director or officer of information not already known by such qualified directors, or after modified disclosure in compliance with subsection (b); provided, that:  The qualified directors have deliberated and voted without the participation by any other director; and   Where the action has been taken by a committee, all members of the committee were qualified directors, and either:  The committee was composed of all the qualified directors on the board of directors; or   The members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board.       Notwithstanding subsection (a), when a transaction is a director's or officer's conflicting interest transaction only because a related person described in § 48-58-701(7)(E) or (7)(F) is a part to or has a material financial interest in the transaction, the conflicted director or officer is not obligated to make required disclosure to the extent that the director or officer reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule; provided, that the conflicted director or officer discloses to the qualified directors voting on the transaction:  All the information required to be disclosed that is not so violative;   The existence and nature of the director's or officer's conflicting interest; and   The nature of the conflicted director's or officer's duty not to disclose the confidential information.      A majority (but no fewer than two (2)) of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this section.   Where directors' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the charter, the bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the board of directors or a committee, in which action directors who are not qualified directors may participate.
TN Code § 48-60-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 60 - Amendment of Charter and Bylaws|Part 1 - Amendment of Charter|§ 48-60-101. Authority to Amend

  A corporation may amend its charter at any time to add or change a provision that is required or permitted in the charter or to delete a provision not required in the charter. Whether a provision is required or permitted in the charter is determined as of the effective date of the amendment.   Except as provided in § 48-56-202(b), a member of the corporation does not have a vested property right resulting from any provision in the charter or bylaws.
TN Code § 48-60-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 60 - Amendment of Charter and Bylaws|Part 1 - Amendment of Charter|§ 48-60-102. Amendment by Board of Directors

  Unless the charter provides otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's charter without member approval to:  Delete the names and addresses of the initial directors;   Delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state;   Designate or change the address of the principal office of the corporation and a mailing address if the United States Postal Service does not deliver to the principal office;   Change the corporate name by substituting the word “corporation,” “incorporated,” “company,” or the abbreviation “corp.,” “inc.,” “co.,” for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name;   Designate the street address and zip code of the corporation's current registered office, the county in which the office is located, and the name of its current registered agent at that office, as required by § 48-68-101(b);   Delete the initial principal office, if an annual report is on file with the secretary of state;   Make any other change expressly permitted by Chapters 51 68 of this title to be made by director action without member action;   Restate without change all of the then operative provisions of the charter; or   Extend the duration of the corporation, including perpetual duration, if it was incorporated at a time when limited duration was required by law.     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 charter subject to any approval required pursuant to § 48-60-301. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. 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 charter and contain or be accompanied by a copy or summary 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 § 48-60-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 60 - Amendment of Charter and Bylaws|Part 1 - Amendment of Charter|§ 48-60-103. Amendment by Board of Directors and Members

  Unless Chapters 51 68 of this title, the charter, bylaws, the members (acting pursuant to subsection (b)), or the board of directors (acting pursuant to subsection (c)) require a greater vote or voting by class, an amendment to a corporation's charter to be adopted must be approved:  Except as provided in § 48-60-102, by the members by two thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and   In writing by any person or persons whose approval is required by a provision of the charter authorized by § 48-60-301.     The members may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.   If the board initiates an amendment to the charter or board approval is required by the charter or bylaws to adopt a charter amendment, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.   If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with § 48-57-105. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.   If the board or the members seek to have the amendment 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 amendment.   The board must transmit to the members a recommendation that the members approve the amendment, unless the board makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board must transmit to the members the basis for that determination.
TN Code § 48-60-104 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 60 - Amendment of Charter and Bylaws|Part 1 - Amendment of Charter|§ 48-60-104. Voting on Amendments by Members of a Class

  The members of a class are entitled to vote as a class on a proposed amendment to the charter 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 or reclassification, or create the right of exchange, of all or part of the memberships of another class into memberships of the class;   Authorize a new class of memberships; or   Effect a termination of the memberships of that class.     If a class is to be divided into two (2) or more classes as a result of an amendment to the charter, 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 charter, 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 § 48-60-105 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 60 - Amendment of Charter and Bylaws|Part 1 - Amendment of Charter|§ 48-60-105. Articles of Amendment

 A corporation amending its charter shall deliver to the secretary of state for filing articles of amendment setting forth:   The name of the corporation;   The text of each amendment adopted;   If an amendment provides for an exchange, reclassification, or cancellation of memberships, provisions for implementing the amendment if not contained in the amendment itself;   The date of each amendment's adoption;   If approval of members was not required, a statement to that effect and a statement that the amendment was duly adopted by the incorporators or board of directors;   If approval by members was required, a statement that the amendment was duly adopted by the members; and   A statement as to whether or not approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to § 48-60-301; and if such approval is required, a statement that the approval was obtained.
TN Code § 48-60-106 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 60 - Amendment of Charter and Bylaws|Part 1 - Amendment of Charter|§ 48-60-106. Restated Charter

  A corporation's board of directors may restate its charter at any time with or without approval by members or any other person.   The restatement may include one (1) or more amendments to the charter. If the restatement includes an amendment requiring approval by the members or any other person, it shall be adopted as provided in § 48-60-103.   If the restatement includes an amendment requiring approval by members, the board must submit the restatement to the members for their approval.   If the board of directors submits a restatement for member action, the corporation shall notify each member, whether or not entitled to vote, of the proposed members' meeting in accordance with § 48-57-105. The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the charter.   If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the charter.   A restatement requiring approval by the members must be approved by the same vote as a charter amendment under § 48-60-103.   If the restatement includes an amendment requiring approval pursuant to § 48-60-301, the board must submit the restatement for such approval.   A corporation restating its charter shall deliver to the secretary of state the restated charter, setting forth the name of the corporation and the text of the restated charter, together with a certificate setting forth:  Whether the restatement contains an amendment to the charter requiring approval by the members or any person other than the board of directors and, if it does not, that the board of directors adopted the restatement; or   If the restatement contains an amendment to the charter requiring approval by the members, the information required by § 48-60-105; and   If the restatement contains an amendment to the charter requiring approval by a person whose approval is required pursuant to § 48-60-301, a statement that such approval was obtained.     If the restatement contains an amendment to the charter, it shall be designated in the heading as an “Amended and Restated Charter.”   The restated charter must contain all the requirements of a charter as set out in § 48-52-102(a) unless the corporation is exempt from any of those requirements pursuant to § 48-68-101(b).   A duly adopted restated charter supersedes the original charter and all prior amendments thereto.   The secretary of state may certify a restated charter as the charter currently in effect, without including the certificate information required by subsection (h).
TN Code § 48-60-107 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 60 - Amendment of Charter and Bylaws|Part 1 - Amendment of Charter|§ 48-60-107. Amendment of Charter Pursuant to Reorganization

  A corporation's charter may be amended without action by the board of directors, members or any other person pursuant to § 48-60-301 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States if the charter after amendment contains only provisions required or permitted by § 48-52-102.   The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth:  The name of the corporation;   The text of each amendment approved by the court;   The date of the court's order or decree approving the articles of amendment;   The title of the reorganization proceeding in which the order or decree was entered; and   A statement that the court had jurisdiction of the proceeding under federal statute.     This section does not apply after entry of a final decree in the reorganization proceedings, even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.