reglab/housing_qa huggingface dataset:
TN Code § 48-17-302 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 17 - Shareholders|Part 3 - Voting Trusts and Shareholders' Agreements|§ 48-17-302. Shareholders' Agreements

  An agreement between two (2) or more shareholders, if in writing and signed by the parties thereto, may provide that, in exercising any voting rights, the shares held by them shall be voted as therein provided, or as they may agree, or as determined in accordance with a procedure agreed upon by them. Nothing in this subsection (a) shall impair the right of the corporation to treat the shareholders of record as entitled to vote the shares standing in their names. A voting agreement created under this section is not subject to § 48-17-301 and may be specifically enforced.   No written agreement to which all or less than all the shareholders have actually assented, whether embodied in the charter or bylaws or in any agreement in writing signed by all the parties thereto, which agreement relates to any phase of the affairs of the corporation, whether to the management of its business or to the division of its profits or otherwise, shall be invalid as between the parties thereto on the ground that it is an attempt by the parties thereto to restrict the discretion of the board of directors in its management of the business of the corporation or to treat the corporation as if it were a partnership or to arrange their relationships in a manner that would be appropriate only between partners.   A transferee of shares in a corporation whose shareholders have entered into an agreement authorized by subsection (a) or (b) shall be bound by such agreement if the transferee takes the shares with notice thereof. A transferee shall be deemed to have notice of any such agreement or any such renewal if the existence thereof is noted on the face or back of the certificate or certificates representing such shares.   The effect of any agreement authorized by subsection (b) shall be to relieve the directors and impose upon the shareholders assenting thereto the liability for managerial acts or omissions that is imposed on directors by law, to the extent that and so long as the discretion or powers of the board of directors, in its management of corporate affairs, are controlled by any such agreement.
TN Code § 48-17-401 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 17 - Shareholders|Part 4 - Derivative Proceedings|§ 48-17-401. Procedure in Derivative Proceedings

  A person may not commence a proceeding in the right of a domestic or foreign corporation unless the person was a shareholder of the corporation when the transaction complained of occurred or unless the person became a shareholder through transfer by operation of law from one who was a shareholder at that time.   A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the board of directors and either that the demand was refused or ignored or why the person did not make the demand. Whether or not a demand for action was made, if the corporation commences an investigation of the charges made in the demand or complaint, the court may stay any proceeding until the investigation is completed.   A proceeding commenced under this section may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given the shareholders affected. If notice is so directed to be given, the court may determine which one (1) or more parties to the suit shall bear the expense of giving such notice, in such proportions as the court finds to be reasonable in the circumstances, and the amount of such expense shall be awarded as special costs of the suit and recoverable in the same manner as other taxable costs.   On termination of the proceeding, the court may order:  The corporation to pay the plaintiff's reasonable expenses, including counsel fees, incurred in the proceeding, if the court finds that the proceeding has resulted in a substantial benefit to the corporation;   The plaintiff to pay any defendant's reasonable expenses, including counsel fees, incurred in defending the proceeding, if the court finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or   A party to pay an opposing party's reasonable expenses, including counsel fees, incurred because of the filing of a pleading, motion or other paper, if the court finds that the pleading, motion or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification or reversal of existing law and was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation.     For purposes of this section, “shareholder” includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the beneficial owner's behalf.
TN Code § 48-18-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 1 - Board of Directors|§ 48-18-101. Requirement for and Duties of Board of Directors

  Except as provided in subsection (c), each corporation must have a board of directors.   All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the charter.   A corporation having fifty (50) or fewer shareholders may dispense with or limit the authority of a board of directors by describing in its charter who will perform some or all of the duties of a board of directors; provided, that any such person or persons shall be subject to the same standards of conduct that this chapter imposes on directors in the performance of their duties.
TN Code § 48-18-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 1 - Board of Directors|§ 48-18-102. Qualifications of Directors

 The charter or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the charter or bylaws so prescribe.
TN Code § 48-18-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 1 - Board of Directors|§ 48-18-103. Number and Election of Directors

  A board of directors must consist of one (1) or more individuals, with the number specified in or fixed in accordance with the charter or bylaws.   The charter or bylaws may provide that the board of directors has power to fix or change the number of directors, including an increase or decrease in the number of directors. Absent such a provision, only the shareholders may fix or change the number of directors, except as provided in subsection (c).   The charter or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders or the board of directors; provided, that unless the charter or bylaws provide otherwise, only the shareholders may change the range for the size of the board or change from a fixed to a variable-range size board or vice versa.   Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter, unless their terms are staggered under § 48-18-106 or unless their terms are for more than one (1) year as provided by § 48-18-105.
TN Code § 48-18-104 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 1 - Board of Directors|§ 48-18-104. Election of Directors by Certain Classes of Shareholders

 If the charter authorizes dividing the shares into classes or series, the charter may also authorize the election of all or a specified number of directors by the holders of one (1) or more authorized classes or series of shares. Each class (or classes) or series of shares entitled to elect one (1) or more directors is a separate voting group for purposes of the election of directors.
TN Code § 48-18-105 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 1 - Board of Directors|§ 48-18-105. Terms of Directors Generally

  The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.   The terms of all other directors expire at the next annual shareholders' meeting following their election unless their terms are staggered under § 48-18-106, or unless the charter provides for terms of more than one (1) year but not more than three (3) years.   A decrease in the number of directors does not shorten an incumbent director's term.   The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.   Despite the expiration of a director's term, the director continues to serve until a successor is elected and qualified or until there is a decrease in the number of directors.
TN Code § 48-18-106 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 1 - Board of Directors|§ 48-18-106. Staggered Terms for Directors

 The charter may provide for staggering the terms of directors by dividing the total number of directors into two (2) or three (3) groups, with each group containing one half (½) or one third (1/3) of the total, as near as may be. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, the directors shall be chosen for a term of two (2) years or three (3) years, as the case may be, to succeed those whose terms expire.
TN Code § 48-18-107 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 1 - Board of Directors|§ 48-18-107. Resignation of Directors

  A director may resign at any time by delivering a written resignation to the board of directors, or its chair, or to the secretary of the corporation.   A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that it is irrevocable.
TN Code § 48-18-108 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 1 - Board of Directors|§ 48-18-108. Removal of Directors

  The shareholders may remove one (1) or more directors with or without cause unless the charter provides that directors may be removed only for cause.   If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove the director without cause.   If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director's removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.   If so provided by the charter, any or all of the directors may be removed for cause by a vote of a majority of the entire board of directors.   A director may be removed by the shareholders or directors only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of directors.
TN Code § 48-18-109 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 1 - Board of Directors|§ 48-18-109. Removal of Directors by Judicial Proceeding

  Any court of record having equity jurisdiction in the county where a corporation's principal office (or, if none in this state, its registered office) is located may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least ten percent (10%) of the outstanding shares of any class if the court finds that:  The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation; and   Removal is in the best interest of the corporation.     The court that removes a director may bar the director from reelection for a period prescribed by the court.   If shareholders commence a proceeding under subsection (a), they shall make the corporation a party defendant.
TN Code § 48-18-110 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 1 - Board of Directors|§ 48-18-110. Vacancy on Board

  Unless the charter provides otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors or a vacancy resulting from a removal with or without cause:  The shareholders may fill the vacancy;   The board of directors may fill the vacancy; or   If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.     If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.   A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under § 48-18-107(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
TN Code § 48-18-111 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 1 - Board of Directors|§ 48-18-111. Compensation of Directors

 Unless the charter or bylaws provide otherwise, the board of directors may fix the compensation of directors.
TN Code § 48-18-201 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 2 - Meetings and Action of the Board|§ 48-18-201. Meetings

  The board of directors may hold regular or special meetings in or out of this state. Unless the bylaws otherwise provide, special meetings of the board of directors may be called by the chair of the board, the president, or any two (2) directors.   Unless the charter or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
TN Code § 48-18-202 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 2 - Meetings and Action of the Board|§ 48-18-202. Action Without Meeting

  Except to the extent that the charter or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by Chapters 11 27 of this title to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation.  If all directors consent to taking such action without a meeting, the affirmative vote of the number of directors that would be necessary to authorize or take such action at a meeting is the act of the board.  The action must be evidenced by one (1) or more written consents describing the action taken, signed by each director in one (1) or more counterparts, indicating each signing director's vote or abstention on the action, and delivered to the corporation, and shall be included in the minutes or filed with the corporate records reflecting the action taken.   Action taken under this section is the act of the board of directors when one (1) or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken thereunder is to be effective. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the directors.   A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.
TN Code § 48-18-203 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 2 - Meetings and Action of the Board|§ 48-18-203. Notice of Meeting

  Unless the charter or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.   Unless the charter or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two (2) days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the charter or bylaws.   Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken, and if the period of adjournment does not exceed one (1) month in any one (1) adjournment.
TN Code § 48-18-204 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 2 - Meetings and Action of the Board|§ 48-18-204. Waiver of Notice

  A director 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. Except as provided by subsection (b), the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.   A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting (or promptly upon the director's arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
TN Code § 48-18-205 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 2 - Meetings and Action of the Board|§ 48-18-205. Quorum and Voting

  Unless the charter or bylaws require a greater number, a quorum of a board of directors consists of:  A majority of the fixed number of directors if the corporation has a fixed board size; or   A majority of the number of directors prescribed, or if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board.     The charter or bylaws may authorize a quorum of a board of directors to consist of no fewer than one third (1/3) of the fixed or prescribed number of directors determined under subsection (a).   If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the charter or bylaws require the vote of a greater number of directors.   A director who is present at a meeting of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:  The director objects at the beginning of the meeting (or promptly upon the director's arrival) to holding it or transacting business at the meeting;   The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or   The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
TN Code § 48-18-206 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 18 - Directors and Officers|Part 2 - Meetings and Action of the Board|§ 48-18-206. Committees

  Unless the charter or bylaws provide otherwise, the board of directors may create one (1) or more committees. A committee may consist of one (1) member. All members of committees of the board of directors which exercise powers of the board of directors must be members of the board of directors and serve at the pleasure of the board of directors.   The creation of a committee and appointment of a member or members to it must be approved by the greater of:  A majority of all the directors in office when the action is taken; or   The number of directors required by the charter or bylaws to take action under § 48-18-205.     Sections 48-18-201 — 48-18-205, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.   To the extent specified by the board of directors or in the charter or bylaws, each committee may exercise the authority of the board of directors under § 48-18-101.   A committee may not, however:  Authorize distributions, except according to a formula or method prescribed by the board of directors;   Fill vacancies on the board of directors or on any of its committees;   Adopt, amend, or repeal bylaws;   Authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or   Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee (or senior executive officer of the corporation) to do so within limits specifically prescribed by the board of directors.     The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in § 48-18-301.