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 55 - OFFICE AND AGENT (§§ 48-55-101 — 48-55-105) › Section 48-55-102 - Change of registered office or registered agent

(a)
A corporation may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth:
(1)
The name of the corporation;
(2)
If the current registered office is to be changed, the street address of the new registered office and the zip code for such office and the county in which the office is located;
(3)
If the current registered agent is to be changed, the name of the new registered agent; and
(4)
That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
(b)
If a registered agent changes the street address of such registered agent's business office, such registered agent may change the street address of the registered office of any corporation for which such registered agent is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile) and delivering to the secretary of state for filing a statement that complies with the requirements of subsection (a) and recites that the corporation has been notified of the change.
Acts 1987, ch. 242, § 5.02; 1991, ch. 188, § 11.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 55 - OFFICE AND AGENT (§§ 48-55-101 — 48-55-105) › Section 48-55-103 - Resignation of registered agent

(a)
A registered agent may resign the registered agent's agency appointment by signing and filing with the secretary of state an original statement of resignation, accompanied by the registered agent's certification that the registered agent has mailed a copy thereof to the principal office of the corporation by certified mail. The statement may include a statement that the registered office is also discontinued.
(b)
The agency appointment is terminated, and the registered office discontinued if so provided, on the date on which the statement is filed by the secretary of state.
Acts 1987, ch. 242, § 5.03.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 55 - OFFICE AND AGENT (§§ 48-55-101 — 48-55-105) › Section 48-55-104 - Service on corporation

(a)
A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation.
(b)
Whenever a domestic or foreign corporation authorized to transact business or conduct affairs in this state fails to appoint or maintain a registered agent in this state, whenever its registered agent cannot be found with reasonable diligence, whenever a foreign corporation shall transact business or conduct affairs in this state without first procuring a certificate of authority to do so from the secretary of state, or whenever the certificate of authority of a foreign corporation shall have been withdrawn or revoked, then the secretary of state shall be an agent of such corporation upon whom any such process, notice, or demand may be served.
(c)
This section does not prescribe the only means, or necessarily the required means, of serving a corporation.
Acts 1987, ch. 242, § 5.04.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 56 - MEMBERS AND MEMBERSHIPS (§§ 48-56-101 — 48-56-501) › Part 1 - ADMISSION OF MEMBERS (§§ 48-56-101 — 48-56-103) › Section 48-56-101 - Admission

(a)
A corporation may admit any person as a member. If there are to be criteria or procedures for admission as a member, then such criteria or procedures shall be established by the charter or bylaws.
(b)
No person shall be admitted as a member without the person's consent.
(c)
A corporation may issue certificates evidencing membership therein, but such certificates shall not include provisions inconsistent with the charter, bylaws, or chapters 51-68 of this title.
Acts 1987, ch. 242, § 6.01.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 56 - MEMBERS AND MEMBERSHIPS (§§ 48-56-101 — 48-56-501) › Part 1 - ADMISSION OF MEMBERS (§§ 48-56-101 — 48-56-103) › Section 48-56-102 - Consideration

Except as provided in its charter or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board.
Acts 1987, ch. 242, § 6.02.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 56 - MEMBERS AND MEMBERSHIPS (§§ 48-56-101 — 48-56-501) › Part 1 - ADMISSION OF MEMBERS (§§ 48-56-101 — 48-56-103) › Section 48-56-103 - No members required

A corporation is not required to have members.
Acts 1987, ch. 242, § 6.03.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 56 - MEMBERS AND MEMBERSHIPS (§§ 48-56-101 — 48-56-501) › Part 2 - TYPES OF MEMBERSHIPS - MEMBERS' RIGHTS AND OBLIGATIONS (§§ 48-56-201 — 48-56-205) › Section 48-56-201 - Differences in rights and obligations of members

All members have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the charter or bylaws establish classes of membership with different rights or obligations. All members have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the charter or bylaws.
Acts 1987, ch. 242, § 6.20.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 56 - MEMBERS AND MEMBERSHIPS (§§ 48-56-101 — 48-56-501) › Part 2 - TYPES OF MEMBERSHIPS - MEMBERS' RIGHTS AND OBLIGATIONS (§§ 48-56-201 — 48-56-205) › Section 48-56-202 - Transfers

(a)
Except as set forth in or authorized by the charter or bylaws, no member of a corporation may transfer a membership or any right arising therefrom.
(b)
Where transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the members and the affected member.
Acts 1987, ch. 242, § 6.21.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 56 - MEMBERS AND MEMBERSHIPS (§§ 48-56-101 — 48-56-501) › Part 2 - TYPES OF MEMBERSHIPS - MEMBERS' RIGHTS AND OBLIGATIONS (§§ 48-56-201 — 48-56-205) › Section 48-56-203 - Member's liability to third parties

A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation.
Acts 1987, ch. 242, § 6.22.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 56 - MEMBERS AND MEMBERSHIPS (§§ 48-56-101 — 48-56-501) › Part 2 - TYPES OF MEMBERSHIPS - MEMBERS' RIGHTS AND OBLIGATIONS (§§ 48-56-201 — 48-56-205) › Section 48-56-204 - Member's liability for dues, assessments and fees

(a)
A member may become liable to the corporation for dues, assessments or fees by consenting (expressly or impliedly) to such obligation; provided, that a charter or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments or fees does not, of itself, create liability.
(b)
Nothing in this section shall prevent a corporation from terminating or suspending a member's membership for nonpayment of dues, assessments or fees, even though the member is not liable to the corporation, pursuant to this section, for payment of such dues, assessments or fees.
Acts 1987, ch. 242, § 6.23.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 56 - MEMBERS AND MEMBERSHIPS (§§ 48-56-101 — 48-56-501) › Part 2 - TYPES OF MEMBERSHIPS - MEMBERS' RIGHTS AND OBLIGATIONS (§§ 48-56-201 — 48-56-205) › Section 48-56-205 - Creditor's action against member

(a)
No proceeding may be brought by a creditor of a corporation to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such proceeding would be useless.
(b)
All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor's proceeding brought under subsection (a) to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in such proceeding.
(c)
Nothing provided in subsection (a) or (b) is intended to preclude the availability of other remedies to a creditor.
Acts 1987, ch. 242, § 6.24.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 56 - MEMBERS AND MEMBERSHIPS (§§ 48-56-101 — 48-56-501) › Part 3 - RESIGNATION AND TERMINATION (§§ 48-56-301 — 48-56-303) › Section 48-56-301 - Resignation

(a)
A member may resign at any time.
(b)
The resignation of a member does not relieve the member from any obligations the member may have to the corporation.
Acts 1987, ch. 242, § 6.30.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 56 - MEMBERS AND MEMBERSHIPS (§§ 48-56-101 — 48-56-501) › Part 3 - RESIGNATION AND TERMINATION (§§ 48-56-301 — 48-56-303) › Section 48-56-302 - Termination

(a)
Unless the charter provides for the removal of a member and termination of a membership without cause, no member may be expelled or suspended, and no membership or memberships may be terminated or suspended except pursuant to a procedure which is fair and reasonable and is carried out in good faith.
(b)
A procedure is fair and reasonable when either:
(1)
The charter or bylaws set forth a procedure which provides:
(A)
Not less than fifteen (15) days' prior written notice of the expulsion, suspension, or termination and the reasons therefor; and
(B)
An opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, suspension, or termination not take place; or
(2)
It is fair and reasonable taking into consideration all of the relevant facts and circumstances.
(c)
A procedure is not necessarily unfair nor unreasonable:
(1)
If a member's attorney is excluded from the hearing;
(2)
If the member is not allowed to cross-examine adverse witnesses; or
(3)
If the person or persons authorized to make the decision consider matters and evidence which would be inadmissible in a court of law.
(d)
Any written notice given by mail must be given by first class or certified mail sent to the last address of the member shown on the corporation's records.
(e)
Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, must be commenced within one (1) year after the effective date of the expulsion, suspension or termination.
(f)
A member who has been expelled or suspended may be liable to the corporation for dues, assessments or fees.
(g)
This section shall not apply to any amendment of the charter or bylaws meeting the requirements of chapters 51-68 of this title and §
48-60-302
.
Acts 1987, ch. 242, § 6.31.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 56 - MEMBERS AND MEMBERSHIPS (§§ 48-56-101 — 48-56-501) › Part 3 - RESIGNATION AND TERMINATION (§§ 48-56-301 — 48-56-303) › Section 48-56-303 - Purchase of memberships

(a)
A public benefit corporation may not purchase any of its memberships or any right arising therefrom.
(b)
A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its charter. No payment shall be made in violation of chapter 63 of this title.
Acts 1987, ch. 242, § 6.32.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 56 - MEMBERS AND MEMBERSHIPS (§§ 48-56-101 — 48-56-501) › Part 4 - DERIVATIVE SUITS (§ 48-56-401) › Section 48-56-401 - Derivative suits

(a)
A proceeding may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by:
(1)
Any member or members having five percent (5%) or more of the voting power or by fifty (50) members, whichever is less; or
(2)
Any director.
(b)
In any such proceeding, each plaintiff shall be a member or director at the time of bringing the proceeding.
(c)
A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the directors and either why the plaintiffs could not obtain the action or why they did not make the demand. If a demand for action was made and the corporation's investigation of the demand is in progress when the proceeding is filed, the court may stay the suit until the investigation is completed.
(d)
A proceeding commenced under this section may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation's members or a class of members, the court shall direct that notice be given the members affected. If notice is so directed to be given, the court may determine which party or parties to the suit shall bear the expense of giving such notice, in such proportion as the court finds to be reasonable in the circumstances, and the amount of such expense shall be awarded as special costs of the suit and recoverable in the same manner as other taxable costs.
(e)
On termination of the proceeding, the court may require the plaintiffs to pay any defendant's reasonable expenses (including counsel fees) incurred in defending the suit if it finds that the proceeding was commenced frivolously or in bad faith.
(f)
If the proceeding on behalf of the corporation results in the corporation taking some action requested by the plaintiffs or otherwise was successful, in whole or in part, or if anything was received by the plaintiffs as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiffs reasonable expenses (including counsel fees).
(g)
The plaintiffs shall notify the attorney general and reporter within ten (10) days after commencing any proceedings under this section if the proceeding involves a public benefit corporation or assets held in charitable trust by a mutual benefit corporation.
Acts 1987, ch. 242, § 6.40.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 56 - MEMBERS AND MEMBERSHIPS (§§ 48-56-101 — 48-56-501) › Part 5 - DELEGATES (§ 48-56-501) › Section 48-56-501 - Delegates

(a)
A corporation may provide in its charter or bylaws for delegates having some or all of the authority of members.
(b)
The charter or bylaws may set forth provisions relating to:
(1)
The characteristics, qualifications, rights, limitations and obligations of delegates, including their selection and removal;
(2)
Calling, noticing, holding and conducting meetings of delegates; and
(3)
Carrying on corporate activities during and between meetings of delegates.
Acts 1987, ch. 242, § 6.50.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 57 - MEETINGS AND VOTING (§§ 48-57-101 — 48-57-301) › Part 1 - MEETINGS AND ACTION WITHOUT MEETINGS (§§ 48-57-101 — 48-57-109) › Section 48-57-101 - Annual meeting

(a)
At a time stated in or fixed in accordance with the bylaws, a corporation with members shall hold annually a meeting of its members.
(b)
Annual membership meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office.
(c)
At the annual meeting:
(1)
The president and chief financial officer shall report on the activities and financial condition of the corporation; and
(2)
The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of §
48-57-105
.
(d)
The failure to hold an annual meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
Acts 1987, ch. 242, § 7.01.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 57 - MEETINGS AND VOTING (§§ 48-57-101 — 48-57-301) › Part 1 - MEETINGS AND ACTION WITHOUT MEETINGS (§§ 48-57-101 — 48-57-109) › Section 48-57-102 - Special meeting

(a)
A corporation with members shall hold a special meeting of members:
(1)
On call of its board of directors or the person or persons authorized to do so by the charter or bylaws; or
(2)
Unless the charter otherwise provides, if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held.
(b)
If not otherwise fixed under §
48-57-103
or §
48-57-107
, the record date for determining the members entitled to demand a special meeting is the date the first member signs the demand.
(c)
If a notice for a special meeting demanded under subdivision (a)(2) is not given pursuant to §
48-57-105
within one (1) month after the effective date of the written demand or demands under §
48-51-202
, regardless of the requirements of subsection (d), any person or persons signing the demand or demands may set the time and place of the meeting and give notice pursuant to §
48-57-105
.
(d)
Special meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.
(e)
Only business within the purpose or purposes described in the meeting notice required by §
48-57-105
may be conducted at a special meeting of members.
Acts 1987, ch. 242, § 7.02; 1989, ch. 445, § 6.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 57 - MEETINGS AND VOTING (§§ 48-57-101 — 48-57-301) › Part 1 - MEETINGS AND ACTION WITHOUT MEETINGS (§§ 48-57-101 — 48-57-109) › Section 48-57-103 - Court-ordered meeting

(a)
A court of record having equity jurisdiction in the county where a corporation's principal office (or, if none in this state, its registered office) is located may summarily order a meeting to be held on application of:
(1)
Any member or other person entitled to participate in the annual meeting, and in the case of a public benefit corporation, the attorney general and reporter, if an annual meeting was not held within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting; or
(2)
A member who signed a demand for a special meeting valid under §
48-57-102
, or a person or persons entitled to call a special meeting and in the case of a public benefit corporation, the attorney general and reporter, if:
(A)
Notice of the special meeting was not given within one (1) month after the date the demand was delivered to the corporation's secretary; or
(B)
The special meeting was not held in accordance with the notice.
(b)
The court may fix the time and place of the meeting, determine the members entitled to participate and vote at the meeting, specify a record date for determining members entitled to notice of the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting.
(c)
If the court orders a meeting, it may also order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order.
Acts 1987, ch. 242, § 7.03.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 57 - MEETINGS AND VOTING (§§ 48-57-101 — 48-57-301) › Part 1 - MEETINGS AND ACTION WITHOUT MEETINGS (§§ 48-57-101 — 48-57-109) › Section 48-57-105 - Notice of meeting

(a)
A corporation shall give notice consistent with its charter or bylaws of meetings of members in a fair and reasonable manner.
(b)
Any notice which conforms to the requirements of subsection (c) is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered.
(c)
Notice is fair and reasonable if:
(1)
The corporation notifies its members of the place, date and time of each annual and special meeting of members no fewer than ten (10) days nor more than two (2) months before the meeting date;
(2)
Notice of an annual meeting includes a description of any matter or matters which must be approved by the members under §
48-58-302
, §
48-58-507
, §
48-60-103
, §
48-60-202
, §
48-61-103
, §
48-62-102
or §
48-64-102
; and
(3)
Notice of a special meeting includes a description of the matter or matters for which the meeting is called.
(d)
Unless the bylaws require otherwise, if an annual or special meeting of members is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under §
48-57-107
, however, notice of the adjourned meeting must be given under this section to the members of record of the new record date.
(e)
When giving notice of an annual or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if:
(1)
Requested in writing to do so by a person entitled to call a special meeting; and
(2)
The request is received by the secretary or president of the corporation at least ten (10) days before the corporation gives notice of the meeting.
(f)
A certificate of the secretary or other person giving the notice that the notice required by this section has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
Acts 1987, ch. 242, § 7.05.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 57 - MEETINGS AND VOTING (§§ 48-57-101 — 48-57-301) › Part 1 - MEETINGS AND ACTION WITHOUT MEETINGS (§§ 48-57-101 — 48-57-109) › Section 48-57-106 - Waiver of notice

(a)
A member may waive any notice required by chapters 51-68 of this title, the charter, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b)
A member's attendance at a meeting:
(1)
Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting (or promptly upon the member's arrival) objects to holding the meeting or transacting business at the meeting; and
(2)
Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
Acts 1987, ch. 242, § 7.06.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 57 - MEETINGS AND VOTING (§§ 48-57-101 — 48-57-301) › Part 1 - MEETINGS AND ACTION WITHOUT MEETINGS (§§ 48-57-101 — 48-57-109) › Section 48-57-107 - Record date - Determining members entitled to notice and vote

(a)
The bylaws may fix or provide the manner of fixing the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members at the close of business on the business day preceding the day on which notice is given, or if notice is waived, at the close of business on the business day preceding the day on which the meeting is held, are entitled to notice of the meeting.
(b)
The bylaws may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a member's meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.
(c)
The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing such a record date, the board may fix in advance such a record date. If no such record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later, are entitled to exercise rights.
(d)
A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of members occurs.
(e)
A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than four (4) months after the record date for determining members entitled to notice of the original meeting.
(f)
If a court orders a meeting adjourned to a date more than four (4) months after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice or voting.
Acts 1987, ch. 242, § 7.07.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 57 - MEETINGS AND VOTING (§§ 48-57-101 — 48-57-301) › Part 1 - MEETINGS AND ACTION WITHOUT MEETINGS (§§ 48-57-101 — 48-57-109) › Section 48-57-108 - Action by written ballot

(a)
Except as otherwise restricted by the charter or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation having members delivers a ballot to every member entitled to vote on the matter.
(b)
A ballot must:
(1)
Be in the form of a document;
(2)
Set forth each proposed action;
(3)
Provide an opportunity to vote for, or withhold a vote for, each candidate for election as a director; and
(4)
Provide an opportunity to vote for or against or abstain from each proposed action.
(c)
Approval by ballot pursuant to this section of action, unless the charter, bylaws, or chapters 51-68 of this title require a greater number of affirmative votes, is valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(d)
All solicitations for votes by ballot must:
(1)
Indicate the number of responses needed to meet the quorum requirements;
(2)
State the percentage of approvals necessary to approve each matter other than election of directors; and
(3)
Specify the time by which a ballot must be received by the corporation having members in order to be counted.
(e)
Except as otherwise permitted by the charter, bylaws or ballot, a ballot may not be revoked.
Amended by 2014 Tenn. Acts, ch. 899,s 23, eff. 1/1/2015.
Acts 1987, ch. 242, § 7.08.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 57 - MEETINGS AND VOTING (§§ 48-57-101 — 48-57-301) › Part 1 - MEETINGS AND ACTION WITHOUT MEETINGS (§§ 48-57-101 — 48-57-109) › Section 48-57-109 - Participation of member or proxyholder in meeting by means of remote communication

(a)
Unless the charter or bylaws provide otherwise, and subject to guidelines and procedures as the corporation may adopt, a corporation may permit one (1) or more members or proxyholders to participate in a regular or a special meeting by, and the corporation may conduct the meeting through the use of, any means of remote communication if:
(1)
The corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a member entitled to vote or proxyholder of a member entitled to vote;
(2)
The corporation implements reasonable measures to provide members and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings; and
(3)
The corporation maintains a record of each vote or other action taken by a member or proxyholder that is taken by means of remote communication.
(b)
A member or proxyholder who participates in a meeting by the means described in this section, whether the meeting is to be held at a designated place or solely by means of remote communication, is deemed to be present in person at the meeting.
Added by 2022 Tenn. Acts, ch. 704,s 1, eff. 7/1/2022.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 57 - MEETINGS AND VOTING (§§ 48-57-101 — 48-57-301) › Part 2 - VOTING (§§ 48-57-201 — 48-57-209) › Section 48-57-201 - Members' list for meeting

(a)
After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of a meeting. The list must show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting, but not entitled to notice of the meeting. This list shall be prepared on the same basis and be part of the list of members.
(b)
The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two (2) business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member's agent, or attorney is entitled on written demand to inspect and, subject to the limitations of §§
48-66-102(c)
and
48-66-105
, to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection.
(c)
The corporation shall make the list of members available at the meeting, and any member, a member's agent, or attorney is entitled to inspect the list at any time during the meeting or any adjournment.
(d)
If the corporation refuses to allow a member, a member's agent, or attorney to inspect the list of members before or at the meeting (or copy the list as permitted by subsection (b)), a court of record having equity jurisdiction in the county where a corporation's principal office (or if none in this state, its registered office) is located, on application of the member, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.
(e)
Refusal or failure to make available the members' list does not affect the validity of action taken at the meeting.
Acts 1987, ch. 242, § 7.20.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 57 - MEETINGS AND VOTING (§§ 48-57-101 — 48-57-301) › Part 2 - VOTING (§§ 48-57-201 — 48-57-209) › Section 48-57-202 - Voting entitlement generally

(a)
Unless the charter or bylaws provide otherwise, each member is entitled to one (1) vote on each matter voted on by the members.
(b)
Unless the charter or bylaws provide otherwise, if a membership stands of record in the names of two (2) or more persons, their acts with respect to voting shall have the following effect:
(1)
If only one (1) vote, such act binds all; and
(2)
If more than one (1) vote, the vote shall be divided on a pro rata basis.
(c)
Memberships standing in the name of another nonprofit or for-profit corporation, domestic or foreign, may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe or, in the absence of a bylaw provision, as the board of directors of such corporation may determine. The corporation whose membership is being voted may rely on the representations of such officer, agent, or proxy as to the authority unless such authority is questioned.
Acts 1987, ch. 242, § 7.21.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 57 - MEETINGS AND VOTING (§§ 48-57-101 — 48-57-301) › Part 2 - VOTING (§§ 48-57-201 — 48-57-209) › Section 48-57-203 - Quorum requirements

(a)
Unless chapters 51-68 of this title or the charter or bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter.
(b)
An amendment to the charter or bylaws that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement in subsection (a) and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
(c)
When a quorum is once present to organize a meeting, a meeting may be adjourned despite the absence of a quorum caused by the subsequent withdrawal of any of those present.
Amended by 2014 Tenn. Acts, ch. 899,s 25, eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899,s 24, eff. 1/1/2015.
Acts 1987, ch. 242, § 7.22.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 57 - MEETINGS AND VOTING (§§ 48-57-101 — 48-57-301) › Part 2 - VOTING (§§ 48-57-201 — 48-57-209) › Section 48-57-204 - Voting requirements

If a quorum exists, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the charter, bylaws or chapters 51-68 of this title require a greater number of affirmative votes.
Amended by 2014 Tenn. Acts, ch. 899,s 26, eff. 1/1/2015.
Acts 1987, ch. 242, § 7.23.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 57 - MEETINGS AND VOTING (§§ 48-57-101 — 48-57-301) › Part 2 - VOTING (§§ 48-57-201 — 48-57-209) › Section 48-57-206 - Voting for directors - Cumulative voting

(a)
Unless otherwise provided in the charter or the bylaws, directors are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present.
(b)
Members do not have a right to cumulate their votes for directors unless the charter or the bylaws so provide.
(c)
If the charter or the bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes they are entitled to cast by the number of directors 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.
(d)
Members otherwise entitled to vote cumulatively may not vote cumulatively at a particular meeting unless:
(1)
The meeting notice or statement accompanying the notice states conspicuously that cumulative voting is authorized; or
(2)
A member who has the right to cumulate the member's votes gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes, and if one (1) member gives this notice, all other members participating in the election are entitled to cumulate their votes without giving further notice.
(e)
Members may not cumulatively vote if the directors and members are identical.
Acts 1987, ch. 242, § 7.25.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 57 - MEETINGS AND VOTING (§§ 48-57-101 — 48-57-301) › Part 2 - VOTING (§§ 48-57-201 — 48-57-209) › Section 48-57-207 - Other methods of electing directors

A corporation may provide in its charter or bylaws for election of directors by members or delegates:
(1)
On the basis of chapter or other organizational unit;
(2)
By region or other geographic unit;
(3)
By preferential voting; or
(4)
By any other reasonable method.
Acts 1987, ch. 242, § 7.26.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 57 - MEETINGS AND VOTING (§§ 48-57-101 — 48-57-301) › Part 2 - VOTING (§§ 48-57-201 — 48-57-209) › Section 48-57-208 - Corporation's acceptance of votes

(a)
If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member.
(b)
If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if:
(1)
The member is an entity and the name signed purports to be that of an officer or agent of the entity;
(2)
The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(3)
The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(4)
The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment; or
(5)
Two (2) or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the coholders and the person signing appears to be acting on behalf of all the coholders.
(c)
The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has a reasonable basis for doubt about the validity of the signature or about the signatory's authority to sign for the member.
(d)
The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.
(e)
Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
(f)
The grounds for acceptance of votes set out in subsection (b) do not constitute the exclusive basis on which a corporation may accept votes.
Acts 1987, ch. 242, § 7.27.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 57 - MEETINGS AND VOTING (§§ 48-57-101 — 48-57-301) › Part 2 - VOTING (§§ 48-57-201 — 48-57-209) › Section 48-57-209 - Inspectors

(a)
A corporation with members may appoint one (1) or more inspectors to act at a meeting of members and make a report in the form of a document of the inspectors' determinations. Each inspector shall execute the duties of inspector impartially and according to the best of the inspector's ability.
(b)
The inspectors shall:
(1)
Ascertain the number of members and their voting power;
(2)
Determine the members present at a meeting;
(3)
Determine the validity of proxies and ballots;
(4)
Count all votes; and
(5)
Determine the result.
(c)
An inspector may, but need not, be a director, member, officer, or employee of the membership corporation. A person who is a candidate for office to be filled at the meeting shall not be an inspector.
Added by 2014 Tenn. Acts, ch. 899,s 28, 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 57 - MEETINGS AND VOTING (§§ 48-57-101 — 48-57-301) › Part 3 - VOTING AGREEMENTS (§ 48-57-301) › Section 48-57-301 - Voting agreements

(a)
An agreement between two (2) or more members, if in writing and signed by the parties thereto, may provide the manner in which the parties to the agreement will exercise their voting rights. Nothing in this subsection (a) shall impair the right of the corporation to treat the members of record as entitled to exercise their voting rights.
(b)
No written agreement to which all or less than all the members have actually assented, whether embodied in the charter or bylaws or in any agreement in writing signed by all the parties thereto, which agreement relates to any phase of the affairs of the corporation, whether to its management or otherwise, shall be invalid as between the parties thereto on the ground that it is an attempt by the parties thereto to restrict the discretion of the board of directors in its management of the corporation or to treat the corporation as if it were a partnership or to arrange their relationships in a manner that would be appropriate only between parties.
(c)
The duration of any agreement permitted by subsection (a) shall not exceed twenty (20) years. Failure to state a period of duration or stating a period of duration in excess of twenty (20) years shall not invalidate the agreement, but in either case the period of duration of the agreement shall be twenty (20) years. Any such agreement shall be renewable at any time before the expiration of such twenty-year period by agreement of all members bound thereby at the date of renewal.
(d)
A transferee of a membership in a corporation whose members have entered into an agreement authorized by subsection (a) or (b) shall be bound by such agreement or any renewal of such agreement authorized by subsection (c) if the transferee takes the membership with notice thereof. A transferee shall be deemed to have notice of any such agreement or any such renewal if the existence thereof is noted on the face or the back of the certificate representing such membership.
(e)
The effect of any agreement authorized by subsection (b) or any renewal thereof authorized by subsection (c) shall be to relieve the directors and impose upon the members assenting thereto the liability for managerial acts or omissions that is imposed on directors by law, to the extent that and so long as the discretion or powers of the board of directors, in its management of corporate affairs, are controlled by any such agreement.
(f)
A voting agreement created under this section is specifically enforceable, except that a voting agreement is not enforceable to the extent that enforcement of the agreement would violate the purposes of the corporation with members.
Amended by 2014 Tenn. Acts, ch. 899,s 29, eff. 1/1/2015.
Acts 1987, ch. 242, § 7.30.
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 1 - BOARD OF DIRECTORS (§§ 48-58-101 — 48-58-112) › Section 48-58-101 - Requirement for and duties of board of directors

(a)
Each corporation must have a board of directors.
(b)
Except as provided in chapters 51-68 of this title or subsection (c), all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board.
(c)
The charter of a mutual benefit corporation may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized, any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities.
(d)
The charter of a public benefit corporation may authorize no less than three (3) individuals to exercise some or all of the powers which would otherwise be exercised by a board. If individuals are authorized to exercise powers pursuant to this subsection (d), any and all such individuals shall have the duties and responsibilities of the directors, and the directors shall be relieved from such duties and responsibilities; provided, however, if the charter of a public benefit corporation that is in existence and not administratively dissolved on July 1, 2014, contains a provision on or before July 1, 2014, that authorizes less than three (3) individuals or an entity or entities to exercise some or all of the powers that would otherwise be exercised by a board, that provision shall remain valid and effective until the first occurrence of one of the following:
(1)
The provision is amended or modified to conform with this section;
(2)
All individuals authorized to exercise powers of the board cease to serve in such a capacity; or
(3)
The dissolution, resignation or removal of all of the entities authorized to exercise powers of the board.
Amended by 2014 Tenn. Acts, ch. 899,s 31, eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899,s 30, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.01.