reglab/statecodes huggingface dataset:
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 7 - DIRECTOR'S OR OFFICER'S CONFLICTING INTEREST TRANSACTIONS (§§ 48-58-701 — 48-58-704) › Section 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)
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.
(b)
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:
(1)
Directors' action respecting the transaction was taken in compliance with §
48-58-703
at any time;
(2)
Member's action respecting the transaction was taken in compliance with §
48-58-704
at any time;
(3)
The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation; or
(4)
Approval of the transaction is obtained from:
(A)
The attorney general and reporter; or
(B)
A court of record having equity jurisdiction in an action in which the attorney general and reporter is joined as party.
Added by 2014 Tenn. Acts, ch. 899,s 54, eff. 1/1/2015.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 7 - DIRECTOR'S OR OFFICER'S CONFLICTING INTEREST TRANSACTIONS (§§ 48-58-701 — 48-58-704) › Section 48-58-703 - When director's or officer's action respecting conflicting interest transaction is effective - Required disclosures - Quorum

(a)
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:
(1)
The qualified directors have deliberated and voted without the participation by any other director; and
(2)
Where the action has been taken by a committee, all members of the committee were qualified directors, and either:
(A)
The committee was composed of all the qualified directors on the board of directors; or
(B)
The members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board.
(b)
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:
(1)
All the information required to be disclosed that is not so violative;
(2)
The existence and nature of the director's or officer's conflicting interest; and
(3)
The nature of the conflicted director's or officer's duty not to disclose the confidential information.
(c)
(1)
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.
(2)
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.
Added by 2014 Tenn. Acts, ch. 899,s 54, eff. 1/1/2015.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 60 - AMENDMENT OF CHARTER AND BYLAWS (§§ 48-60-101 — 48-60-302) › Part 1 - AMENDMENT OF CHARTER (§§ 48-60-101 — 48-60-108) › Section 48-60-101 - Authority to amend

(a)
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.
(b)
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.
Acts 1987, ch. 242, § 10.01.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 60 - AMENDMENT OF CHARTER AND BYLAWS (§§ 48-60-101 — 48-60-302) › Part 1 - AMENDMENT OF CHARTER (§§ 48-60-101 — 48-60-108) › Section 48-60-102 - Amendment by board of directors

(a)
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:
(1)
Delete the names and addresses of the initial directors;
(2)
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;
(3)
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;
(4)
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;
(5)
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)
;
(6)
Delete the initial principal office, if an annual report is on file with the secretary of state;
(7)
Make any other change expressly permitted by chapters 51-68 of this title to be made by director action without member action;
(8)
Restate without change all of the then operative provisions of the charter; or
(9)
Extend the duration of the corporation, including perpetual duration, if it was incorporated at a time when limited duration was required by law.
(b)
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.
Amended by 2014 Tenn. Acts, ch. 899,s 56, eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899,s 55, eff. 1/1/2015.
Acts 1987, ch. 242, § 10.02; 1989, ch. 445, § 8; 1991, ch. 188, § 4.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 60 - AMENDMENT OF CHARTER AND BYLAWS (§§ 48-60-101 — 48-60-302) › Part 1 - AMENDMENT OF CHARTER (§§ 48-60-101 — 48-60-108) › Section 48-60-103 - Amendment by board of directors and members

(a)
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:
(1)
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
(2)
In writing by any person or persons whose approval is required by a provision of the charter authorized by §
48-60-301
.
(b)
The members may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.
(c)
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.
(d)
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.
(e)
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.
(f)
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.
Amended by 2014 Tenn. Acts, ch. 899,s 57, eff. 1/1/2015.
Acts 1987, ch. 242, § 10.03.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 60 - AMENDMENT OF CHARTER AND BYLAWS (§§ 48-60-101 — 48-60-302) › Part 1 - AMENDMENT OF CHARTER (§§ 48-60-101 — 48-60-108) › Section 48-60-104 - Voting on amendments by members of a class

(a)
The members of a class are entitled to vote as a class on a proposed amendment to the charter if the amendment would:
(1)
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;
(2)
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;
(3)
Increase or decrease the number of memberships authorized for that class;
(4)
Increase the number of memberships authorized for another class;
(5)
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;
(6)
Authorize a new class of memberships; or
(7)
Effect a termination of the memberships of that class.
(b)
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.
(c)
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.
(d)
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.
Amended by 2014 Tenn. Acts, ch. 899,s 59, eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899,s 58, eff. 1/1/2015.
Acts 1987, ch. 242, § 10.04.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 60 - AMENDMENT OF CHARTER AND BYLAWS (§§ 48-60-101 — 48-60-302) › Part 1 - AMENDMENT OF CHARTER (§§ 48-60-101 — 48-60-108) › Section 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:
(1)
The name of the corporation;
(2)
The text of each amendment adopted;
(3)
If an amendment provides for an exchange, reclassification, or cancellation of memberships, provisions for implementing the amendment if not contained in the amendment itself;
(4)
The date of each amendment's adoption;
(5)
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;
(6)
If approval by members was required, a statement that the amendment was duly adopted by the members; and
(7)
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.
Acts 1987, ch. 242, § 10.05.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 60 - AMENDMENT OF CHARTER AND BYLAWS (§§ 48-60-101 — 48-60-302) › Part 1 - AMENDMENT OF CHARTER (§§ 48-60-101 — 48-60-108) › Section 48-60-107 - Amendment of charter pursuant to reorganization

(a)
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
.
(b)
The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth:
(1)
The name of the corporation;
(2)
The text of each amendment approved by the court;
(3)
The date of the court's order or decree approving the articles of amendment;
(4)
The title of the reorganization proceeding in which the order or decree was entered; and
(5)
A statement that the court had jurisdiction of the proceeding under federal statute.
(c)
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.
Amended by 2014 Tenn. Acts, ch. 899,s 60, eff. 1/1/2015.
Acts 1987, ch. 242, § 10.07.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 60 - AMENDMENT OF CHARTER AND BYLAWS (§§ 48-60-101 — 48-60-302) › Part 1 - AMENDMENT OF CHARTER (§§ 48-60-101 — 48-60-108) › Section 48-60-108 - Effect of amendment

(a)
Except as provided in subsections (b), (c), and (d), an amendment to the charter does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than members of the corporation or persons referred to in the charter. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
(b)
Property held in trust by a corporation or otherwise dedicated to a charitable purpose may not be diverted from its purpose by an amendment of its charter unless the corporation obtains an appropriate order of a court of competent jurisdiction to the extent required by and pursuant to the law of this state on cy pres or otherwise dealing with the nondiversion of charitable assets.
(c)
Unless a corporation, after notifying the attorney general and reporter, obtains an appropriate order of a court of competent jurisdiction under the law of this state on cy pres or otherwise dealing with the nondiversion of charitable assets, an amendment of its charter may not affect:
(1)
Any restriction imposed upon property held by the corporation by virtue of any trust under which it holds that property; or
(2)
The existing rights of persons other than its members.
(d)
A person who is a member or otherwise affiliated with a public benefit corporation may not receive a direct or indirect financial benefit in connection with an amendment of the charter unless the person is itself a public benefit corporation or an unincorporated entity with a charitable purpose. This subsection (d) does not apply to the receipt of reasonable compensation for services rendered.
Amended by 2016 Tenn. Acts, ch. 688,s 2, eff. 7/1/2016.
Amended by 2014 Tenn. Acts, ch. 899,s 61, eff. 1/1/2015.
Acts 1987, ch. 242, § 10.08.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 60 - AMENDMENT OF CHARTER AND BYLAWS (§§ 48-60-101 — 48-60-302) › Part 2 - AMENDMENT OF BYLAWS (§§ 48-60-201 — 48-60-206) › Section 48-60-201 - Amendment of bylaws by board of directors

If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one (1) or more amendments to the corporation's bylaws, subject to any approval required pursuant to §
48-60-301
. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice shall be in accordance with §
48-58-203
. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.
Acts 1987, ch. 242, § 10.20.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 60 - AMENDMENT OF CHARTER AND BYLAWS (§§ 48-60-101 — 48-60-302) › Part 2 - AMENDMENT OF BYLAWS (§§ 48-60-201 — 48-60-206) › Section 48-60-202 - Amendment of bylaws by board of directors or members

(a)
A corporation's board of directors may amend or repeal the corporation's bylaws unless:
(1)
The charter or chapters 51-68 of this title reserve this power exclusively to the members in whole or in part; or
(2)
The members in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.
(b)
A corporation's members may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors. An amendment to the bylaws shall be approved by members by two thirds (2/3) of the votes cast or a majority of the voting power, whichever is less. An amendment to the bylaws which relates solely to the dues required for membership and which establishes or changes a specific amount for dues shall be approved by a majority of the members present and voting unless the charter or bylaws specify a higher voting percentage.
(c)
An amendment or repeal of a bylaw requires the written approval of a third person or persons if the charter so provides in accordance with §
48-60-301
.
Acts 1987, ch. 242, § 10.21; 1988, ch. 859, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 60 - AMENDMENT OF CHARTER AND BYLAWS (§§ 48-60-101 — 48-60-302) › Part 2 - AMENDMENT OF BYLAWS (§§ 48-60-201 — 48-60-206) › Section 48-60-203 - Bylaw increasing quorum or voting requirement for members

(a)
If expressly authorized by the charter, the members may adopt or amend a bylaw that fixes a greater quorum or voting requirement for members (or voting groups of members) than is required by chapters 51-68 of this title. The adoption or amendment of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for members must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
(b)
A bylaw that fixes a greater quorum or voting requirement for members under subsection (a) may not be adopted, amended or repealed by the board of directors.
(c)
Except as provided in the charter or bylaws, the board of directors of a corporation that has one (1) or more members at the time may not adopt or amend a bylaw under:
(1)
Section
48-56-201
providing differences in rights and obligations of members;
(2)
Section
48-56-204
addressing member's liability for dues, assessments and fees;
(3)
Section
48-56-302
relating to termination;
(4)
Section
48-56-303
authorizing the purchase of memberships;
(5)
Section
48-58-108(a)
requiring cause to remove a director;
(6)
Section
48-58-108(a)
specifying what constitutes cause to remove a director;
(7)
Section
48-58-109
relating to removal of designated or appointed directors; or
(8)
Section
48-58-101(c)
authorizing persons to exercise powers otherwise exercised by the board.
Amended by 2014 Tenn. Acts, ch. 899,s 62, eff. 1/1/2015.
Acts 1987, ch. 242, § 10.22.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 60 - AMENDMENT OF CHARTER AND BYLAWS (§§ 48-60-101 — 48-60-302) › Part 2 - AMENDMENT OF BYLAWS (§§ 48-60-201 — 48-60-206) › Section 48-60-204 - Bylaw increasing quorum or voting requirement for directors

(a)
A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed:
(1)
By written approval of any person or persons whose approval is required by a charter provision authorized by §
48-60-301
;
(2)
If originally adopted by the members, only by the members; and
(3)
If originally adopted by the board of directors, either by the members or by the board of directors.
(b)
A bylaw adopted or amended by the members that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the members or the board of directors.
(c)
Action by the board of directors under subdivision (a)(3) to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
Acts 1987, ch. 242, § 10.23.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 60 - AMENDMENT OF CHARTER AND BYLAWS (§§ 48-60-101 — 48-60-302) › Part 2 - AMENDMENT OF BYLAWS (§§ 48-60-201 — 48-60-206) › Section 48-60-205 - Class voting by members on amendments

(a)
The members of a class in a corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would:
(1)
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;
(2)
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;
(3)
Increase or decrease the number of memberships authorized for that class;
(4)
Increase the number of memberships authorized for another class;
(5)
Effect an exchange, reclassification or termination of all or part of the memberships of that class; or
(6)
Authorize a new class of memberships.
(b)
If a class is to be divided into two (2) or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment.
(c)
If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less.
(d)
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.
Acts 1987, ch. 242, § 10.24.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 60 - AMENDMENT OF CHARTER AND BYLAWS (§§ 48-60-101 — 48-60-302) › Part 2 - AMENDMENT OF BYLAWS (§§ 48-60-201 — 48-60-206) › Section 48-60-206 - Amendment to bylaws may not divert property held in trust for charitable purpose from that purpose - Exception - Financial benefit in connection with bylaws amendment prohibited - Exception

(a)
Property held in trust by a corporation or otherwise dedicated to a charitable purpose may not be diverted from its purpose by an amendment of its bylaws unless the corporation obtains an appropriate order of a court of competent jurisdiction to the extent required by and pursuant to the law of this state on cy pres or otherwise dealing with the nondiversion of charitable assets.
(b)
Unless a corporation, after notifying the attorney general and reporter obtains an appropriate order of a court of competent jurisdiction under the law of this state on cy pres or otherwise dealing with the nondiversion of charitable assets, an amendment of its bylaws may not affect:
(1)
Any restriction imposed upon property held by the corporation by virtue of any trust under which it holds that property; or
(2)
The existing rights of persons other than its members.
(c)
A person who is a member or otherwise affiliated with a public benefit corporation may not receive a direct or indirect financial benefit in connection with an amendment of the bylaws unless the person is itself a public benefit corporation or an unincorporated entity with a charitable purpose. This subsection (c) does not apply to the receipt of reasonable compensation for services rendered.
Amended by 2016 Tenn. Acts, ch. 688,s 3, eff. 7/1/2016.
Added by 2014 Tenn. Acts, ch. 899,s 63, eff. 1/1/2015.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 60 - AMENDMENT OF CHARTER AND BYLAWS (§§ 48-60-101 — 48-60-302) › Part 3 - CHARTER AND BYLAWS (§§ 48-60-301 — 48-60-302) › Section 48-60-301 - Approval by third persons

The charter may require an amendment to the charter or bylaws to be approved in writing by a specified person or persons other than the board or members. Such a charter provision may only be amended with the approval of such person or persons in the form of a document.
Amended by 2014 Tenn. Acts, ch. 899,s 64, eff. 1/1/2015.
Acts 1987, ch. 242, § 10.30.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 60 - AMENDMENT OF CHARTER AND BYLAWS (§§ 48-60-101 — 48-60-302) › Part 3 - CHARTER AND BYLAWS (§§ 48-60-301 — 48-60-302) › Section 48-60-302 - Amendment terminating members or redeeming or cancelling memberships

(a)
Any amendment to the charter or bylaws which would terminate all members or any class of members or redeem or cancel all memberships of any class of memberships must meet the requirements of chapters 51-68 of this title and this section.
(b)
Before adopting a resolution proposing such an amendment, the board of a mutual benefit corporation shall give notice of the general nature of the amendment to the members.
(c)
After the board has adopted a resolution proposing such an amendment, the notice to members proposing such amendment shall include one (1) statement of up to five hundred (500) words opposing the proposed amendment if such statement is submitted by any five (5) members or members having three percent (3%) or more of the voting power, whichever is less, not later than twenty (20) days after the board has voted to submit such amendment to the members for their approval. In public benefit corporations, the production and mailing costs shall be paid by the requesting members. In mutual benefit corporations, the production and mailing costs shall be paid by the corporation.
(d)
Any such amendment shall be approved by the members by two thirds (2/3) of the voting power.
(e)
Section
48-56-302
shall not apply to any amendment meeting the requirements of chapters 51-68 of this title and this section.
Acts 1987, ch. 242, § 10.31.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 61 - MERGER (§§ 48-61-101 — 48-61-124) › Section 48-61-101 - Chapter definitions

As used in this chapter, unless the context otherwise requires:
(1)
"Converted entity" means the domestic corporation or domestic unincorporated entity that adopts a plan of entity conversion or the foreign unincorporated entity converting to a domestic corporation;
(2)
"Eligible entity" means a domestic or foreign unincorporated entity or a domestic or foreign business corporation;
(3)
"Eligible interests" means interests or shares;
(4)
"Filing entity" means an unincorporated entity that is of a type that is created by filing a public organic document;
(5)
"Foreign business corporation" means a corporation for-profit incorporated under an organic law other than the laws of this state;
(6)
"Foreign unincorporated entity" means an unincorporated entity whose internal affairs are governed by an organic law other than the laws of this state;
(7)
"Interest" means either or both of the following rights under the organic law of an unincorporated entity:
(A)
The right to receive distributions from the entity either in the ordinary course or upon liquidation; or
(B)
The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs;
(8)
"Interest holder" means a person who holds of record an interest;
(9)
"Membership" means the rights of a member in a domestic or foreign nonprofit corporation and includes the rights and obligations a member has pursuant to a corporation's charter, bylaws and chapters 51-68 of this title;
(10)
"Party to a merger or membership exchange" means any domestic or foreign nonprofit corporation, or eligible entity that will:
(A)
Merge in a plan of merger;
(B)
Acquire memberships or eligible interests of another domestic or foreign corporation, or an eligible entity in a membership exchange; or
(C)
Have all of its memberships or eligible interests of one (1) or more classes or series acquired in membership exchange;
(11)
"Survivor" means the corporation or unincorporated entity that is in existence immediately after consummation of a merger or entity conversion pursuant to this chapter; and
(12)
"Voting memberships" means memberships that entitle their holders to vote unconditionally in the election of directors.
Amended by 2014 Tenn. Acts, ch. 899,s 65, eff. 1/1/2015.
Acts 1987, ch. 242, § 11.01.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 61 - MERGER (§§ 48-61-101 — 48-61-124) › Section 48-61-105 - Merger between parent and subsidiary corporations - Plan of merger - Approval

(a)
Subject to the limitations on public benefit corporations in §
48-61-122
, a domestic parent corporation owning at least ninety percent (90%) of the voting memberships or eligible interests of each class and series of a domestic or foreign subsidiary corporation or eligible interests of another controlled eligible entity may either:
(1)
Merge the subsidiary corporation or other entity into the parent corporation;
(2)
Merge the parent corporation into the subsidiary corporation or other eligible entity; or
(3)
Merge two (2) or more subsidiary or controlled corporations or other controlled eligible entities with and into each other.
(b)
The board of directors of the parent corporation shall adopt a plan of merger that sets forth:
(1)
The name of the parent corporation owning at least ninety percent (90%) of the outstanding voting memberships of the subsidiary or controlled corporation or eligible interests of the other controlled eligible entity and the name of the subsidiary corporation or corporations or other controlled eligible entity or entities to be a party to the merger, and the name of the corporation or other entity that is to survive the merger;
(2)
The terms and conditions of the merger;
(3)
The manner and basis of converting the memberships of each corporation or eligible interests of the controlled other entity into memberships, eligible interests, obligations or other securities of the survivor or of any other corporation or other entity or into cash or other property or any combination of the foregoing; and
(4)
Such other provisions with respect to the proposed merger as the board considers necessary or desirable.
(c)
No vote of the members of a subsidiary corporation or approval of interest holders of a subsidiary or controlled other entity shall be required with respect to such a merger. If the parent corporation will be the survivor, no vote of its members shall be required. If the subsidiary corporation or other controlled eligible entity will be the survivor, the approval of the members of the parent corporation shall be obtained in the manner provided in §
48-61-104
.
(d)
If under subsection (c) approval of a merger by the subsidiary's or eligible entity's members or interest holders is not required, the parent corporation shall, within ten (10) days after the effective date of the merger, notify each of the subsidiary's or eligible entity's members or interest holders that the merger has become effective.
(e)
Except as provided in subsections (a)-(d), a merger between a parent and a subsidiary shall be governed by the provisions of this chapter applicable to mergers generally.
Amended by 2014 Tenn. Acts, ch. 899,s 69, eff. 1/1/2015.
Acts 1987, ch. 242, § 11.05.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 61 - MERGER (§§ 48-61-101 — 48-61-124) › Section 48-61-106 - Abandonment of merger or membership exchange - Certificate of abandonment

(a)
After a plan of merger or membership exchange has been adopted and approved as required by chapters 51-68 of this title, and at any time before the merger or membership exchange has become effective, the merger or membership exchange may be abandoned (subject to any contractual rights) by any corporation or other entity that is a party to the merger or membership exchange, without action by the members or interest holders of such party, in accordance with the procedures set forth in the plan of merger or membership exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors of such corporation or the managers of such other entity subject to any contractual rights of other parties to the merger or membership exchange.
(b)
If the merger or membership exchange is abandoned after articles of merger or membership exchange have been filed with the secretary of state but before the merger or membership exchange has become effective, a statement, executed on behalf of each party to the merger or membership exchange by an officer or other duly authorized representative, stating that the merger or membership exchange has been abandoned in accordance with the plan and this section, shall be filed with the secretary of state prior to the effectiveness of the merger or membership exchange.
(c)
The secretary of state shall, when all fees have been paid as required by law:
(1)
Endorse on the original and each copy the word "filed" and the month, day, and year of the filing thereof;
(2)
File the original in the office of the secretary of state; and
(3)
Issue a certificate of abandonment to each party to the merger or membership exchange.
(d)
Upon the filing of such statement by the secretary of state, the merger or membership exchange shall be deemed abandoned and shall not become effective.
Amended by 2014 Tenn. Acts, ch. 899,s 70, eff. 1/1/2015.
Acts 1987, ch. 242, § 11.06.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 61 - MERGER (§§ 48-61-101 — 48-61-124) › Section 48-61-107 - Articles of merger or membership exchange - Contents - Filing

(a)
After a plan of merger or membership exchange has been adopted and approved as required by this chapter, articles of merger or membership exchange shall be executed on behalf of each party to the merger or membership exchange by an officer or other duly authorized representative and shall set forth:
(1)
The names of the parties to the merger or membership exchange and the date on which the merger or membership exchange occurred or is to be effective;
(2)
If the charter or organic documents of the survivor of a merger are amended, or if a new corporation is created as a result of a merger, the amendments to the survivor's charter or organic documents or the charter of the new corporation;
(3)
If approval by the members of a domestic corporation that is a party to the merger or membership exchange is not required by this chapter, a statement to that effect and the date on which the plan was adopted by the board of directors;
(4)
If approval by the members of a domestic corporation that is a party to the merger or membership exchange is required by this chapter, a statement to that effect and a statement that the plan was approved by the affirmative vote of the required percentage of all of:
(A)
The votes entitled to be cast if there is no voting by voting groups; or
(B)
The votes entitled to be cast by each voting group having the right to vote separately on the plan and the votes cast by the outstanding memberships otherwise entitled to vote on the plan;
(5)
If the corporation is a public benefit corporation, a statement that notice of the plan of merger or membership exchange was given to the attorney general and reporter in the manner required by §
48-61-123
and that either:
(A)
The plan of merger or membership exchange was approved by order of a court of record of this state; or
(B)
The corporation received a written statement of no enforcement intent with respect to the plan from the attorney general and reporter; and
(6)
As to each foreign corporation and each other entity that was a party to the merger or membership exchange, a statement that the plan and performance of its terms were duly authorized by all action required by the laws under which it was organized and by its charter or organic documents.
(b)
The original of the articles of merger or membership exchange shall be delivered to the secretary of state for filing together with the required filing fee. A merger or membership exchange takes effect upon the effective date of the articles of merger or membership exchange.
Amended by 2014 Tenn. Acts, ch. 899,s 71, eff. 1/1/2015.
Acts 1987, ch. 242, § 11.07.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 61 - MERGER (§§ 48-61-101 — 48-61-124) › Section 48-61-109 - Plan of entity conversion

(a)
Subject to the limitations on public benefit corporations in §
48-61-122
, a domestic nonprofit corporation may become a domestic unincorporated entity pursuant to a plan of entity conversion.
(b)
Subject to the limitations on public benefit corporations in §
48-61-122
, a domestic nonprofit corporation may become a foreign unincorporated entity if the entity conversion is permitted by the laws of the foreign jurisdiction.
(c)
A domestic unincorporated entity may become a domestic nonprofit corporation. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of an entity conversion, the conversion shall be adopted and approved, and the entity conversion effectuated, in the same manner as a merger of the unincorporated entity. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of either an entity conversion or a merger, a plan of entity conversion shall be adopted and approved, and the entity conversion effectuated, in accordance with the procedures in this chapter. Without limiting this subsection (c), a domestic unincorporated entity whose organic law does not provide procedures for the approval of an entity conversion shall be subject to subsection (e) and §
48-61-111(7)
. For purposes of applying this chapter:
(1)
The unincorporated entity, its interest holders, interests, and organic documents taken together, shall be deemed to be a domestic nonprofit corporation, members, memberships and charters, respectively, and vice versa, as the context may require; and
(2)
If the business and affairs of the unincorporated entity are managed by a group of persons that is not identical to the interest holders, that group shall be deemed to be the board of directors.
(d)
A foreign unincorporated entity may become a domestic nonprofit corporation if the organic law of the foreign unincorporated entity authorizes it to become a nonprofit corporation in another jurisdiction.
(e)
If any provision of a debt security, note or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred or executed by a domestic nonprofit corporation before January 1, 2015, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, the provision shall be deemed to apply to an entity conversion of the corporation until such time as the provision is amended on or subsequent to January 1, 2015.
(f)
If a plan of entity conversion includes a for-profit conversion of the corporation, the corporation must also comply with §§
48-61-116
- 48-61-121.
Added by 2014 Tenn. Acts, ch. 899,s 72, eff. 1/1/2015.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 61 - MERGER (§§ 48-61-101 — 48-61-124) › Section 48-61-110 - Contents of plan of entity conversion

(a)
A plan of entity conversion must include:
(1)
A statement of the type of other entity the survivor will be and, if it will be a foreign other entity, its jurisdiction of organization;
(2)
The terms and conditions of the conversion;
(3)
The manner and basis of converting the memberships of the domestic nonprofit corporation following its conversion into interests or other securities, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing; and
(4)
The full text, as they will be in effect immediately after consummation of the conversion, of the organic documents of the survivor.
(b)
The plan of entity conversion may also include a provision that the plan may be amended prior to filing articles of entity conversion, except that subsequent to approval of the plan by the members, the plan may not be amended to change:
(1)
The amount or kind of memberships or other securities, interests, obligations, rights to acquire memberships, other securities or interests, cash or other property to be received under the plan by the members;
(2)
The organic documents that will be in effect immediately following the conversion, except for changes permitted by a provision of the organic law of the survivor comparable to §
48-60-102
; or
(3)
Any of the other terms or conditions of the plan if the change would adversely affect any of the members in any material respect.
(c)
Terms of a plan of entity conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with §
48-51-301
.
Added by 2014 Tenn. Acts, ch. 899,s 72, eff. 1/1/2015.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 61 - MERGER (§§ 48-61-101 — 48-61-124) › Section 48-61-111 - Approval of entity conversion of a domestic nonprofit corporation to a domestic or foreign unincorporated entity

In the case of an entity conversion of a domestic nonprofit corporation to a domestic or foreign unincorporated entity:
(1)
The plan of entity conversion must be adopted by the board of directors;
(2)
After adopting the plan of entity conversion, the board of directors must submit the plan to the members for their approval if there are members entitled to vote on the plan. The board of directors must also transmit to the members a recommendation that the members approve the plan, unless the board of directors 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 of directors must transmit to the members the basis for that determination;
(3)
The board of directors may condition its submission of the plan of entity conversion to the members on any basis;
(4)
If the approval of the members is to be given at a meeting, the corporation must notify each member, whether or not entitled to vote, of the meeting of members at which the plan of entity conversion is to be submitted for approval. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a full text copy of the organic documents as they will be in effect immediately after the entity conversion;
(5)
Unless chapters 51-67 of this title, the charter, or the board of directors acting pursuant to subdivision (3) requires a greater vote or a vote by voting groups, the plan of conversion to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group;
(6)
If any provision of the charter, bylaws or an agreement to which any of the directors or members are parties, adopted or entered into before January 1, 2015, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, the provision shall be deemed to apply to an entity conversion of the corporation until such time as the provision is subsequently amended; and
(7)
If as a result of the conversion one (1) or more members of the corporation would become subject to owner liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of conversion shall require the execution, by each such member, of a separate written consent to become subject to such owner liability.
Added by 2014 Tenn. Acts, ch. 899,s 72, eff. 1/1/2015.