reglab/housing_qa huggingface dataset:
TN Code § 48-238-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 238 - Governance|§ 48-238-102. [reserved.]

  Unless the articles otherwise provide, if an LLC is member-managed, every member is an agent of the LLC for the purpose of its business, and the act of every member, including the execution in the LLC name of any instrument, for apparently carrying on in the usual way the business of the LLC of which such member is a member, binds the LLC, unless the member so acting has in fact no authority to act for the LLC in the particular matter, and the person with whom the member is dealing has knowledge of the fact that the member has no such authority.   An act of a member which is not apparently for carrying on of the business of the LLC in the usual way does not bind the LLC unless authorized by the other members.   Unless authorized by the other members, no single member or group of members less than all the members shall have authority to:  Dispose of the goodwill of the business;   Do any other act which would make it impossible to carry on the ordinary business of the LLC;   Confess a judgment; or   Submit an LLC claim or liability to arbitration or reference.     No act of a member in contravention of a restriction on such member's authority shall bind the LLC to persons having knowledge of the restriction.
TN Code § 48-238-104 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 238 - Governance|§ 48-238-104. Agency of Members in a Board-Managed Llc

  Unless the articles provide otherwise, if the LLC is board-managed, no member is an agent of the LLC for the purpose of its business, other than a member designated by the board of governors, including the execution in the LLC name of any instrument, for apparently carrying on in the usual way the business of the LLC of which such person is a member, does not bind the LLC, unless the member so acting has in fact the authority to act for the LLC in the particular matter.   Unless the articles provide otherwise, if the LLC is board-managed, the following persons are agents of the LLC and may legally bind the LLC, subject to the limitation on such persons contained in Chapters 201 248 of this title:  The chief manager;   A person designated in the articles or the operating agreement as being so authorized; and   A person designated in writing by action of the governors as being so authorized.
TN Code § 48-239-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 239 - Governor Management|§ 48-239-101. Board of Governors

  General.  In the event the LLC is board-managed, the initial board of governors may be named in the articles or may be elected by the members. The board of governors must consist of one (1) or more entities which are members or individuals. The number of governors must be fixed by or in the manner provided in the articles or the operating agreement. The number of governors may be increased or, subject to § 48-239-103(b), decreased at any time by amendment to or in the manner provided in the articles or the operating agreement.   Size.  The articles or operating agreement may establish a variable range for the size of the board of governors by fixing a minimum and maximum number of governors. If a variable range is established, the number of governors may be fixed or changed from time to time, within the minimum and maximum, by the members or the board of governors as provided in the articles or the operating agreement. Unless the articles or operating agreement specifically provides otherwise, only the members may change the range for the size of the board or change from a fixed to a variable-range size board or vice versa.
TN Code § 48-239-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 239 - Governor Management|§ 48-239-102. Qualifications and Election

  Natural Person.  Governors must be natural persons. The method of election and any additional qualifications for governors may be imposed by or in the manner provided in the articles or operating agreement.   Nonresident.  Unless the articles or operating agreement provides otherwise, a governor need not be a resident of this state or a member of the LLC.   Governor Other Than a Natural Person.  Except for members, all governors shall be natural persons. In the event an entity that is a member is elected governor, the entity shall exercise its duties and authority by such officer or agent as the bylaws or equivalent of such entity may prescribe or, in the absence of such a provision, as the board of directors, board of governors or equivalent of such entity may determine. The secretary of the LLC shall be provided with written directions as to whom the designated natural person is that is to function on behalf of the entity. This designation may be changed from time to time. The LLC may rely upon the representations of such officer or agent as to the authority unless such authority is questioned.   Deemed Resignation of a Governor Other Than a Natural Person.  In the event a governor, other than a natural person, bankrupts or dissolves, such governor is deemed to have immediately resigned as a governor.
TN Code § 48-239-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 239 - Governor Management|§ 48-239-103. Terms

  General.  Unless fixed terms (including staggered terms) are provided for in the articles or operating agreement, a governor serves for an indefinite term that expires at the next regular meeting of the members. A fixed term of a governor must not exceed three (3) years. A governor holds office for the term for which the governor was elected and until a successor is elected and has qualified, or until the earlier death, resignation, removal, or disqualification of the governor.   Decrease in Number.  A decrease in the number of governors does not shorten an incumbent governor's term.   Vacancy Term.  The term of a governor elected to fill a vacancy expires at the next members' meeting at which governors are elected.
TN Code § 48-239-104 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 239 - Governor Management|§ 48-239-104. Acts Not Void or Voidable

 The expiration of a governor's term with or without the election of a qualified successor does not make prior or subsequent acts of the governors or the board of governors void or voidable.
TN Code § 48-239-105 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 239 - Governor Management|§ 48-239-105. Compensation

 Subject to any limitations in the articles or operating agreement, the board of governors may fix the compensation of governors for the following board. Such compensation is subject to approval by the members. If the initial board of governors is selected by the organizers, that board's compensation, if any, shall be retroactively established by the members at the first meeting of the members.
TN Code § 48-239-106 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 239 - Governor Management|§ 48-239-106. Classification of Governors

 Governors may be divided into classes as provided in the articles or operating agreement.
TN Code § 48-239-107 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 239 - Governor Management|§ 48-239-107. Voting for Governors

  Plurality.  Unless otherwise provided in the articles or operating agreement, governors are elected by a plurality of the voting power exercised in the election at a meeting at which a quorum is present.   Noncumulative Voting.  Members do not have a right to cumulate their votes for governors unless the articles or operating agreement so provides.   Cumulative Voting.  A statement included in the articles or operating agreement that “(all) (a designated voting group of) members are entitled to cumulate their votes for governors” (or words of similar import) means the members designated are entitled to multiply the number of votes they are entitled to cast by the number of governors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two (2) or more candidates.   Notice of Cumulative Voting.  Membership interests otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless:  The meeting notice states conspicuously that cumulative voting is authorized; or   A member who has the right to cumulate such member's votes gives notice to the secretary of the LLC no fewer than forty-eight (48) hours before the time set for the meeting of such member's intent to cumulate such member's votes during the meeting, and if one (1) member gives this notice, all other members in the same voting group participating in the election are entitled to cumulate their votes without giving further notice. The secretary shall announce before the election that cumulative voting is in effect.
TN Code § 48-239-108 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 239 - Governor Management|§ 48-239-108. Resignation

 A governor may resign at any time by giving a written resignation to the secretary or chief manager of the LLC. The resignation is effective without acceptance when such resignation is actually received by the secretary or chief manager of the LLC, unless a later effective time is specified in such resignation.
TN Code § 48-239-109 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 239 - Governor Management|§ 48-239-109. Removal of Governors

  The members may remove one (1) or more governors with or without cause at any time unless the articles or operating agreement provide that governors may only be removed for cause.   If a governor is elected by a voting group of members, only the members of that voting group may participate in the vote to remove the governor without cause.   Cumulative voting and removal.  If cumulative voting is authorized, a governor may not be removed if the number of votes sufficient to elect the governor under cumulative voting is voted against the governor's removal. If cumulative voting is not authorized, a governor may be removed only if the number of votes cast to remove the governor exceeds the number of votes cast not to remove the governor.   If the articles or operating agreement so provide, any or all of the governors may be removed for cause by a vote of a majority of the entire board of governors.   Meeting for removal.   A governor may be removed by the members or governors only at a meeting called for the purpose of removing the governor and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of one (1) or more governors.   Removal of governor by judicial proceeding.  A court of record having equity jurisdiction in the county where an LLC's principal executive office (or, if none in this state, its registered office) is located may remove a governor of the LLC from office in a proceeding commenced either by the LLC or by such number of its members as represent at least ten percent (10%) of the outstanding voting power of the members of the LLC if the court finds that:  The governor engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the LLC; and   Removal is in the best interest of the LLC.     The court that removes a governor may bar the governor from reelection for a period prescribed by the court.   If removal is by a court, the secretary or the court on its own motion may call a meeting of the members to elect one (1) or more new governors.
TN Code § 48-239-110 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 239 - Governor Management|§ 48-239-110. Vacancy on Board

  Unless the articles or operating agreement provide otherwise, if a vacancy occurs on a board of governors, including a vacancy resulting from an increase in the number of governors or a vacancy resulting from a removal with or without cause:  The members may fill the vacancy;   The board of governors may fill the vacancy; or   If the governors 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 governors remaining in office.     If the vacant office was held by a governor elected by a voting group of members, only members within that voting group are entitled to vote to fill the vacancy if it is filled by the members.   A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under § 48-239-108 or otherwise) may be filled before the vacancy occurs but the new governor may not take office until the vacancy occurs.
TN Code § 48-239-111 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 239 - Governor Management|§ 48-239-111. Board of Governors Meetings

  Time and Place.  Meetings of the board of governors may be held from time to time as provided in the articles or operating agreement at any place within or without the state that the board of governors may select or by any means described in subsection (b). If the board of governors fails to select a place for a meeting, the meeting must be held at the principal executive office, unless the articles or operating agreement provides otherwise.   Electronic Communications.  Unless the articles or operating agreement provides otherwise, the board of governors may permit any or all governors to participate by or conduct the meeting through the use of any means of communication by which all governors participating may simultaneously hear each other during the meeting. A governor participating in a meeting by this means is deemed to be present in person at the meeting and the minutes may reflect such.   A meeting held by electronic communication shall be deemed held at the location required by this section, articles or operating agreement.     Calling Meetings and Notice.  Unless the articles or operating agreement provides otherwise, the chief manager or the lesser of a majority of the governors or two (2) governors may call a special meeting of the board of governors by giving two (2) days' notice to all governors of the date, time, and place of the meeting. The notice need not state the purpose of the meeting unless Chapters 201 248 of this title, the articles or the operating agreement requires it.   Previously Scheduled Meetings.  If the day or date, time, and place of a board of governors meeting have been provided in the articles or operating agreement, or a regular meeting date, time and place have been established by the board of governors, no notice of such meeting is required. Notice of an adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken; provided, that the period of adjournment does not exceed one (1) month for any one (1) adjournment.   Waiver of Notice.  A governor may waive any notice required by this section, the articles or operating agreement before or after the date and time stated in the notice. Except as provided in subdivision (e)(2), the waiver must be in writing, signed by the governor entitled to the notice, and filed with the minutes or other records of the LLC.   A governor's attendance at or participation in a meeting waives any required notice to the governor of the meeting unless the governor at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.
TN Code § 48-239-112 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 239 - Governor Management|§ 48-239-112. Quorum and Voting of Board of Governors

  Unless the articles or operating agreement requires a different number, a quorum of a board of governors consists of:  A majority of the fixed number of governors, if the LLC has a fixed board size;   A majority of the number of governors prescribed under § 48-239-101, or if no number is prescribed, the number in office immediately before the meeting begins, if the LLC has a variable-range board.     The articles or operating agreement may authorize a quorum of a board of governors to consist of no fewer than one third (1/3) of the fixed or prescribed number of governors determined under subsection (a).   If a quorum is present, the affirmative vote of a majority of governors present is the act of the board of governors unless the act, articles or operating agreement requires the vote of a greater number of governors.   If a quorum is present when a duly called or held meeting is convened, the governors present may continue to transact business until adjournment, even though the withdrawal of a number of governors originally present leaves less than the proportion or number otherwise required for a quorum.   A governor who is present at a meeting of the board of governors when LLC action is taken is deemed to have assented to the action taken unless:  The governor objects at the beginning of the meeting (or promptly upon the governor's arrival) to holding it or transacting business at the meeting;   The governor's dissent or abstention from the action taken is entered in the minutes of the meeting; or   The governor delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the LLC immediately after adjournment of the meeting. The right of dissent or abstention is not available to a governor who votes in favor of the action taken.
TN Code § 48-239-113 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 239 - Governor Management|§ 48-239-113. Action Without a Meeting

  Method.  Unless the articles or operating agreement provides otherwise, an action required or permitted to be taken at a board of governors meeting may be taken without a meeting. If all governors consent to taking such action without a meeting, the affirmative vote of the number of governors that would be necessary to authorize or take such action at a meeting is the act of the board of governors. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each governor in one (1) or more counterparts, indicating the signing governor's vote or abstention on the action, and shall be included in the minutes or filed with the LLC's records reflecting the action taken.   Notwithstanding subdivision (a)(1), the articles or operating agreement may provide for written governor action to be taken without all governors consenting to the waiver of actual meeting, but such consent must be of at least two thirds (2/3) of the governors.     Effective Time.  The written action is effective when the last required governor signs the action, unless a different effective time is provided in the written action.   Notice and Liability.  If the articles or operating agreement permits written action and waiver of meetings by less than all governors, all governors must be notified immediately of the action's text and effective date. Failure to provide the notice does not invalidate the written action. A governor who does not sign or consent to the written action has no liability for the action or actions taken by this written action.   Consent Equals Meeting.  A consent signed under this section has the effect of a meeting vote and may be described as such in any document. Any action requiring a meeting by the board of governors is satisfied by a consent signed under this section.
TN Code § 48-239-115 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 239 - Governor Management|§ 48-239-115. Standard of Conduct

  Standard and Liability.  A governor shall discharge the duties of the position as a governor, including duties as a member of a committee, in good faith, in a manner the governor reasonably believes to be in the best interests of the LLC, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.   Reliance.  A governor is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:  One (1) or more managers or employees of the LLC whom the governor reasonably believes to be reliable and competent in the matters presented;   Legal counsel, public accountants, or other persons as to matters that the governor reasonably believes are within the person's professional or expert competence; or   A committee of the board of governors of which the governor is not a member, if the governor reasonably believes the committee merits confidence.     A governor is not acting in good faith if the governor has knowledge concerning the matter in question that makes reliance otherwise permitted by subdivision (b)(1) unwarranted.     Limitation on Liability.  A governor is not liable for any action taken as a governor, or any failure to take action, if the governor performed the duties of the office in compliance with subsections (a) and (b).   Elimination or Limitation of Liability.  A governor's personal liability to the LLC or its members for monetary damages for breach of fiduciary duty as a governor may be eliminated or limited in the articles or operating agreement; such provisions shall not eliminate or limit the liability of a governor for the following:  For any breach of the governor's duty of loyalty to the LLC or its members; however, the articles or operating agreement may define the duty of loyalty in a manner to reflect the understanding of the parties, provided such definition is not manifestly unreasonable under the circumstances;   For acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;   Under § 48-237-101; or   For any act or omission occurring before the date when the provision in the articles eliminating or limiting liability becomes effective.     Modification of Standard of Conduct in Articles or Operating Agreement.  Notwithstanding anything to the contrary in this section, the articles or operating agreement may define the standard of conduct for governors in a manner to reflect the understanding of the parties; provided, that such definition is not manifestly unreasonable under the circumstances.   Burden of Proof.  A person alleging a violation of this section has the burden of proving the violation.
TN Code § 48-240-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 240 - Member Management|§ 48-240-101. Member-Managed

 If the LLC has elected to be member-managed, any actions that would require the action of the board of governors shall be made by the members. Unless Chapters 201 248 of this title, the articles or operating agreement require otherwise, decisions shall be made and actions taken by a majority vote of the members acting in their capacity as members present at a meeting at which a quorum is established.