reglab/housing_qa huggingface dataset:
TN Code § 48-209-105 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 209 - Amendment of Articles|§ 48-209-105. Restated Articles

  An LLC's board of governors may restate its articles at any time with or without member action.   The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring member approval, it shall be adopted as provided in § 48-209-103.   If the board of governors submits a restatement for member action, the LLC shall notify each member, whether or not entitled to vote, of the proposed members' meeting in accordance with § 48-222-102. 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 articles.   An LLC restating its articles shall deliver to the secretary of state the restated articles, setting forth the name of the LLC and the text of the restated articles, together with a certificate setting forth:  Whether the restatement contains an amendment to the articles requiring member approval and, if it does not, that the board of governors adopted the restatement; or   If the restatement contains an amendment to the articles requiring member approval, the information required by § 48-209-104.     If the restatement contains an amendment to the articles, it shall be designated in the heading as “Amended and Restated Articles.”   The restated articles must contain all the requirements of articles as set out in § 48-205-101.   Duly adopted and restated articles supersede the original articles and all prior amendments thereto.   The secretary of state may certify restated articles as the articles currently in effect, without including the certificate information required by subsection (d).
TN Code § 48-209-106 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 209 - Amendment of Articles|§ 48-209-106. Amendment to Articles Pursuant to Reorganization

  An LLC's articles may be amended without action by the board of governors or members to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute, if the articles after amendment contain only provisions required or permitted by § 48-205-101.   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 LLC;   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.     Members of an LLC undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.   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.
TN Code § 48-209-107 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 209 - Amendment of Articles|§ 48-209-107. Effect of Amendment

 An amendment to the articles does not affect a cause of action existing against or in favor of the LLC, a proceeding to which the LLC is a party or the existing rights of persons other than members of the LLC. An amendment changing an LLC's name does not abate a proceeding brought by or against the LLC in its former name.
TN Code § 48-211-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 211 - Classification for Tax Purposes|§ 48-211-101. Llc Classification

 For purposes of all state and local Tennessee taxes, a foreign or domestic LLC shall be treated as a partnership or an association taxable as a corporation as such classification is determined for federal income tax purposes. The members of a foreign LLC treated as a partnership are subject to all state and local Tennessee taxes in the same manner and extent as partners in a foreign partnership. The members of a domestic LLC are subject to all state and local Tennessee taxes in the same manner and extent as partners in a domestic partnership.
TN Code § 48-213-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 213 - Ultra Vires Actions|§ 48-213-101. Ultra Vires Actions

  Limit on Power to Challenge.  Except as provided in subsection (b), the validity of an LLC's action may not be challenged on the ground that the LLC lacks or lacked the power to act.   Challenge of Power.  An LLC's power to act may be challenged in a proceeding by:  A member against the LLC to enjoin the act;   The LLC, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former governor (if board-managed), manager, employee, or agent of the LLC; or   The attorney general and reporter under § 48-245-902.     Derivative Action.  In a member's proceeding under subdivision (b)(1) to enjoin an unauthorized LLC act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the LLC or another party because of enjoining the unauthorized act.
TN Code § 48-214-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 214 - Transaction of Business Outside Tennessee|§ 48-214-101. Transaction of Business Outside Tennessee

  Transaction of Business Outside Tennessee.  By enacting Chapters 201 248 of this title the general assembly recognizes the LLC as an important and constructive form of business organization. The general assembly understands that:  Businesses organized under Chapters 201 248 of this title will often transact business in other states;   For businesses organized under Chapters 201 248 of this title to function effectively and for such chapters to be a useful enactment, such chapters must be accorded the same comity and full faith and credit that states typically accord to each other's corporate laws; and   Specifically, it is essential that other states recognize both the legal existence of limited liability companies formed under Chapters 201 248 of this title and the legal status of all members of these limited liability companies.     The general assembly, therefore, specifically seeks that, subject to any reasonable registration requirements, other states extend to Chapters 201 248 of this title the same full faith and credit under article IV, section 1 of the United States Constitution, and the same comity, that Tennessee extends to statutes that other states enact to provide for the establishment and operation of business organizations.
TN Code § 48-214-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 214 - Transaction of Business Outside Tennessee|§ 48-214-102. Governing Law

  The liability of a member, holders of financial interest, governor, employee, or agent of a limited liability company formed and existing under Chapters 201 248 of this title shall at all times be governed by Chapters 201 248 of this title and the laws of this state.   If a conflict arises between the laws of this state and the laws of any other jurisdiction with regard to the liability of a member, holder of financial interest, governor, employee, or agent of a limited liability company formed and existing under Chapters 201 248 of this title for the debts, obligations and liabilities of the limited liability company, or for the acts or omissions of another member, holder of financial interest, governor, employee or agent of the limited liability company, Chapters 201 248 of this title and the laws of this state shall govern in determining such liability.
TN Code § 48-215-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 215 - Members and Membership Interests|§ 48-215-101. Nature of a Membership Interest and Statement of Interest Owned

  Generally.  A membership interest in an LLC is personal property. A member has no interest in specific LLC property. All property transferred to or acquired by an LLC is property of the LLC itself.   Statement of Membership Interest.  At the request of any member, the LLC shall state in writing the particular membership interest owned by that member as of the time the LLC makes the statement. The statement must describe the member's rights to vote, to share in profits and losses, and to share in distributions, as well as any assignment of the member's rights then in effect. The statement shall not be deemed to be a “security,” as defined in § 47-8-102, except as provided in § 47-8-103(c), shall not be a “negotiable instrument,” shall not be deemed to be a “bond” or “stocks,” as those terms are used in § 67-2-101, and shall not be a vehicle by which a transfer of any membership interest may be effected.
TN Code § 48-218-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 218 - Assignment|§ 48-218-101. Assignment of Financial Rights

  Assignment of Financial Rights Permitted.  Except as provided in subsection (c), a member's financial rights are transferable in whole or in part.   Effect of Assignment of Financial Rights.  An assignment of a member's financial rights entitles the assignee to receive, to the extent assigned, only the share of profits and losses and the distributions to which the assignor would otherwise be entitled. An assignment of a member's financial rights does not dissolve the LLC and does not entitle or empower the assignee to become a member, to cause a dissolution, to exercise any governance rights, or, except as specifically provided by Chapters 201 248 of this title, to receive any notices from the LLC, or to cause dissolution. The assignment may not allow the assignee to control the member's exercise of governance rights, and any attempt to do so shall be null and void.   Restrictions on Assignment of Financial Rights.  A restriction on the assignment of financial rights may be imposed in the articles, in the operating agreement, by a written resolution adopted by the members, or by a written agreement among, or other written action by, members, or among them and the LLC.   A restriction on the assignment of financial rights referenced in subdivision (c)(1) that is not manifestly unreasonable under the circumstances is enforceable against the owner of the restricted financial rights. A written restriction on the assignment of financial rights that is not manifestly unreasonable under the circumstances and is noted in the articles or operating agreement may be enforced against a successor or transferee of the owner of the restricted financial rights, including a pledgee or a legal representative, whether or not such successor or transferee of the owner had actual notice thereof. Unless noted in the articles or operating agreement, a restriction, even though permitted by this section, is ineffective against a person without knowledge of the restriction.
TN Code § 48-218-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 218 - Assignment|§ 48-218-103. Consensual Restrictions on Assignment of Governance Rights

 In addition to restrictions set forth in this chapter, restrictions on the assignment of governance rights may be imposed in accordance with the procedures and under the same conditions as stated in § 48-218-101(c), for restricting the assignment of financial rights.
TN Code § 48-218-104 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 218 - Assignment|§ 48-218-104. Effective Date of Assignments

 Any permissible assignment of financial rights under § 48-218-101 and of governance rights under § 48-218-102 will be effective as to and binding on the LLC only when the assignee's name, address, social security or taxpayer identification number and the nature and extent of the assignment are reflected in the required records of the LLC.
TN Code § 48-218-105 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 218 - Assignment|§ 48-218-105. Rights of Judgment Creditor

 On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge such person's financial rights with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of such person's financial rights under § 48-218-101. This section does not deprive any member or assignee of financial rights of the benefit of any exemption laws applicable to the membership interest. This section is the sole and exclusive remedy of a judgment creditor with respect to the judgment debtor's membership interest.
TN Code § 48-219-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 219 - Powers of Estate of Deceased or Incompetent Member|§ 48-219-101. Powers of Estate of a Deceased or Incompetent Member

  General Rule.  If a member who is an individual dies or a court of competent jurisdiction adjudges the member to be incompetent to manage the member's person or property, or the court places the individual in bankruptcy, the member's executor, administrator, guardian, conservator, trustee, or other legal representative, except as otherwise provided in the articles or operating agreement, may exercise all of the member's rights, except voting rights, for the purpose of settling the estate or administering the member's property. If a member is a corporation, trust, or other entity and is dissolved, terminated, or placed by a court in receivership or bankruptcy, the powers of that member, except as otherwise provided in the articles or operating agreement, may be exercised by its legal representative or successor, except the interest shall be a nonvoting interest.   When Membership Is Terminated.  If an event referred to in subsection (a) causes the termination of a member's membership interest and the business of the LLC is continued, then:  As provided in § 48-216-101(c), the terminated member's interest will be considered to be merely that of an assignee of the financial rights owned before the termination of membership; and   The rights to be exercised by the legal representative of the successor will be limited accordingly.
TN Code § 48-220-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 220 - Sharing of Profits and Losses|§ 48-220-101. Sharing of Profits and Losses

 Unless otherwise provided in the articles or operating agreement, the profits and losses of an LLC must be allocated equally among the members.
TN Code § 48-221-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 221 - Preemptive Rights|§ 48-221-101. Preemptive Rights

  Presumption and Modification.  Unless otherwise provided in the articles, members and parties, other than the LLC, to a contribution agreement or a contribution allowance agreement shall not have preemptive rights. If the articles provide for the possibility of preemptive rights, such rights shall be granted on the terms and conditions prescribed in the articles or operating agreement to provide a fair and reasonable opportunity to exercise the rights to acquire additional proportional interests.   Definition.  A preemptive right is the right of a member to make contributions of a certain amount or to make a contribution allowance agreement specifying future contributions of a certain amount before the LLC may accept new contributions from other persons or to make contribution allowance agreements with other persons.   Exemptions.  No preemptive rights arise as to contributions to be accepted from others or as to contribution allowance agreements to be made with others when the contribution is to be made:  In a form other than money;   Reflected pursuant to a plan of merger or exchange;   Reflected pursuant to an employee or incentive benefit plan approved at a meeting by the affirmative vote of the owners of a majority of the voting power of all membership interests entitled to vote;   Pursuant to a previously made contribution allowance agreement; or   Reflected pursuant to a plan of reorganization approved by a court of competent jurisdiction pursuant to a statute of this state or of the United States.
TN Code § 48-222-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 222 - Membership Meetings|§ 48-222-103. Electronic Communications

 Unless otherwise provided in the articles or operating agreement, a conference among members (or governors, if any) by any means of communication through which the participants may simultaneously hear each other during the conference constitutes attendance at the meeting in person or by proxy if all the other requirements for a meeting of this chapter are met.
TN Code § 48-223-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 223 - Member Actions Without a Meeting|§ 48-223-101. Actions Without a Meeting

  General.  Unless the articles provide otherwise, any action required or permitted to be taken at a meeting of the members may be taken without a meeting by action on written consent as provided in § 48-223-102 or on recommendation of the board of governors or chief manager as provided in § 48-223-103. Any action taken pursuant to § 48-223-102 or § 48-223-103 has the effect of a meeting and vote and may be described as such in any document. Any requirement in Chapters 201 248 of this title for action at a meeting will be satisfied by an action taken in accordance with § 48-223-102 or § 48-223-103.   Notice to Members.  If Chapters 201 248 of this title, the articles or operating agreement require that notice of proposed action be given to members and the action is to be taken by members pursuant to § 48-223-102 or § 48-223-103, then the LLC must give its members who would not be entitled to vote on such matter a written notice of the proposed action at least ten (10) days before action is taken on written consent or at the same time notice is given to the members entitled to vote under § 48-223-103. The notice must contain or be accompanied by the same material that would have been required to be sent to members in a notice of meeting at which the proposed action would have been submitted to the members for action.
TN Code § 48-223-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 223 - Member Actions Without a Meeting|§ 48-223-102. Action on Written Consent

  Procedure.  To take action on written consent:  A written waiver of acting at a meeting must be signed by all members, or such smaller number or percentage interest as provided for in the articles or operating agreement (but not less than a majority in voting power); and   A written consent must be signed by members who own membership interests with voting power equal to the voting power that would be required to take the same action at a meeting of the members at which all members are present.     Execution.  The action must be evidenced by one (1) or more instruments evidencing the waiver and consent, which shall be delivered to the secretary for inclusion in the records of the LLC. All such instruments may be signed in counterparts.   Record Date.  If not otherwise determined under § 48-224-104, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a).   Effective Time.  Unless otherwise provided in the articles or the operating agreement, the action on written consent is effective when the last required member signs the waiver and written consent, unless a different effective time is provided in the instrument evidencing the written consent itself.
TN Code § 48-223-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 223 - Member Actions Without a Meeting|§ 48-223-103. Action on Recommendation of the Board of Governors or Chief Manager

  Except with respect to dissolution avoidance consent, the board of governors, for a board-governed LLC, or the chief manager, for a member-managed LLC, may, acting on such board's or person's own initiative, make a proposal to the members to take an action without a meeting. All members entitled to vote shall be given written notice of such proposal. Such notice shall require a written response within a specified time but not less than thirty (30) days from the effective date of the notice and shall contain the recommendation of the board of governors or the chief manager. The failure of a member to respond within the time specified in the notice shall constitute a vote in favor of the recommendation of the board of governors or chief manager, as the case may be. The notice shall contain a statement concerning the voting effect of the failure of a member to timely respond to the proposal. Except as provided in subsection (b), if the voting power of the members responding in favor of the recommendation as to the proposal, combined with the voting power of the members failing to respond, is equal to the voting power that would be required to take the same action at a meeting of the members at which all members are present, then such proposal shall become the action of the members of the LLC effective as of the expiration of the notice period.   Notwithstanding subsection (a), if members with twenty percent (20%) of the aggregate voting power of the LLC or the class, series, or group of the members entitled to vote on the specific matter notify the secretary in writing within fifteen (15) days of the giving of the notice that a meeting should be called to consider one (1) or more of the matters on which the board of governors or chief manager has made recommendation, the vote may not be taken as provided in this section, but a meeting of the members shall be called to consider and to take action on such matter.
TN Code § 48-224-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 224 - Voting|§ 48-224-101. Members Vote

 Unless otherwise provided in the articles or operating agreement, each member shall have equal voting power per capita with each other member.
TN Code § 48-224-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 224 - Voting|§ 48-224-102. Quorum

 Except as otherwise provided in Chapters 201 248 of this title, the members holding majority of the voting interest of the membership interests entitled to vote at a meeting are a quorum for the transaction of business, unless a larger proportion is provided in the articles or operating agreement. Once a membership interest 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.