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 66 - RECORDS AND REPORTS (§§ 48-66-101 — 48-66-203) › Part 2 - REPORTS (§§ 48-66-201 — 48-66-203) › Section 48-66-201 - Financial statements for members

(a)
A corporation shall prepare annual financial statements, which may be consolidated or combined statements of the corporation and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year and a statement of operations for the year. If the financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis. On demand in the form of a document from a member, a corporation must furnish that member with its latest annual financial statements as set out in subsection (c).
(b)
If annual financial statements are reported upon by a public accountant, the public accountant's report must accompany them. If not, the statements must be accompanied by the statement of the president or the person responsible for the corporation's financial accounting records:
(1)
Stating the president's or other person's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and
(2)
Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
(c)
A corporation shall deliver in the form of a document the annual financial statements to each requesting member within one (1) month after notice of the demand; provided, that with respect to the financial statements for the most recently completed fiscal year, the statements shall be delivered in the form of a document to the member within four (4) months after the close of the fiscal year.
Amended by 2014 Tenn. Acts, ch. 899,s 88, eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899,s 87, eff. 1/1/2015.
Acts 1987, ch. 242, § 16.20.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 66 - RECORDS AND REPORTS (§§ 48-66-101 — 48-66-203) › Part 2 - REPORTS (§§ 48-66-201 — 48-66-203) › Section 48-66-202 - Report of indemnification to members

If a corporation indemnifies or advances expenses to a director under §
48-58-502
, §
48-58-503
, §
48-58-504
or §
48-58-505
in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members.
Acts 1987, ch. 242, § 16.21.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 67 - RELIGIOUS CORPORATIONS (§§ 48-67-101 — 48-67-102) › Section 48-67-101 - Chapters 51 - 68 applicable to religious corporations

Except as provided in §
48-67-102
, chapters 51-68 of this title apply to religious corporations.
Acts 1987, ch. 242, § 17.01.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 67 - RELIGIOUS CORPORATIONS (§§ 48-67-101 — 48-67-102) › Section 48-67-102 - Provisions not applicable to religious corporations

(a)
The following provisions of chapters 51-68 of this title shall not apply to religious corporations unless otherwise provided in their articles or bylaws:
(1)
Section
48-56-202
;
(2)
Section
48-56-302
;
(3)
Section
48-58-110(d)
;
(4)
Section
48-58-303
; and
(5)
Section
48-64-303
.
(b)
If religious doctrine or canon law governing the affairs of a religious corporation is inconsistent with chapters 51-68 of this title on the same subject, the religious doctrine or canon law shall control to the extent, and only to the extent, required by the constitution of the United States or the constitution of this state, or both.
Amended by 2014 Tenn. Acts, ch. 899,s 92, eff. 1/1/2015.
Acts 1987, ch. 242, § 17.02.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 68 - TRANSITION PROVISIONS (§§ 48-68-101 — 48-68-211) › Part 1 - GENERAL PROVISIONS (§§ 48-68-101 — 48-68-105) › Section 48-68-101 - Application to existing domestic corporations

(a)
Chapters 51-68 of this title apply to all domestic nonprofit corporations in existence on January 1, 1988, that were incorporated under any general statute of this state providing for incorporation of nonprofit corporations. Chapters 51-68 of this title shall, however, not apply to corporations, the charters of which were granted by special legislative act prior to the adoption of the Constitution of 1870. Such corporations may amend their charters for any purposes consistent with chapters 51-68 of this title and in the manner set out in chapters 51-68 of this title. Such amendments and the particular rights, obligations, duties, and privileges conferred or imposed by the amendments shall be subject to §
48-51-102
.
(b)
Section
48-52-102(a)
does not apply to the charter of any corporation existing on January 1, 1988, unless and until a charter amendment is filed. The first charter amendment filed by a corporation following January 1, 1988, shall include any information required by §
48-52-102(a)
not otherwise on file in the office of the secretary of state, except that the name and address of each incorporator may be excluded, and the information required by §
48-52-102(a)(4)
shall be provided for the current registered agent and registered office. Until such a charter amendment is filed, a corporation's registered agent shall be that agent specified in the office of the secretary of state on January 1, 1988, and such corporation's registered office shall be deemed to be that office specified as the address of its registered agent unless such agent or office is changed thereafter pursuant to chapter 55 or 65 of this title.
(c)
Chapters 51-68 of this title shall not apply to municipal corporations; provided, that this chapter shall apply to any public governmental corporation or authority created by or established under the authority of a municipal corporation or county or both for the performance of public functions, including industrial development boards created pursuant to title 7.
(d)
Chapter 523, § 1 (3.06 - 3.11) of the Acts of 1968, as amended, in effect on January 1, 1988, shall apply to any claims, applications, or proceedings for indemnification, or any corporate action authorizing indemnification, made or begun before January 1, 1988.
(e)
Chapter 523, § 1 (12.01 - 12.12, 12.14) of the Acts of 1968 and chapter 66, §§ 1 and 2 of the Acts of 1969, in effect on January 1, 1988, shall apply to any dissolution as to which a statement of intent to dissolve has been filed or a court proceeding filed before January 1, 1988.
Acts 1987, ch. 242, § 18.01.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 68 - TRANSITION PROVISIONS (§§ 48-68-101 — 48-68-211) › Part 1 - GENERAL PROVISIONS (§§ 48-68-101 — 48-68-105) › Section 48-68-102 - Application to qualified foreign corporations

A foreign corporation authorized to transact business in this state on January 1, 1988, is subject to chapters 51-68 of this title but is not required to obtain a new certificate of authority to transact business under chapters 51-68 of this title.
Acts 1987, ch. 242, § 18.02.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 68 - TRANSITION PROVISIONS (§§ 48-68-101 — 48-68-211) › Part 1 - GENERAL PROVISIONS (§§ 48-68-101 — 48-68-105) › Section 48-68-103 - Saving provisions

(a)
Except as provided in subsection (b), the repeal of a statute by chapters 51-68 of this title does not affect:
(1)
The operation of the statute or any action taken under it before its repeal and if any certificate or document is required to be filed in any public office of this state relating to such action, it may be filed after January 1, 1988, in accordance with the prior statute; provided, that such certificate or document is received by the secretary of state or other recording official on or before April 30, 1988. Any certificate or document recorded or filed pursuant to this subdivision (a)(1) shall pay the fee required by chapters 51-68 of this title for such recording or filing;
(2)
Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;
(3)
Any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; or
(4)
Any proceeding commenced, or reorganization or dissolution authorized by the board of directors, under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.
(b)
If a penalty or punishment imposed for violation of a statute repealed by chapters 51-68 of this title is reduced by chapters 51-68 of this title, the penalty or punishment if not already imposed shall be imposed in accordance with chapters 51-68 of this title.
Acts 1987, ch. 242, § 18.03.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 68 - TRANSITION PROVISIONS (§§ 48-68-101 — 48-68-211) › Part 1 - GENERAL PROVISIONS (§§ 48-68-101 — 48-68-105) › Section 48-68-104 - Public benefit and mutual benefit corporations

On January 1, 1988, each domestic corporation existing on January 1, 1988, that is or becomes subject to chapters 51-68 of this title, shall be designated as a public benefit or a mutual benefit corporation as follows:
(1)
Any corporation designated by statute as a public benefit corporation or a mutual benefit corporation is the type of corporation designated by statute;
(2)
Any corporation which does not come within subdivision (1) but which is recognized as exempt under § 501(c)(3) of the Internal Revenue Code (
26 U.S.C. § 501(c)(3)
), or any successor section, is a public benefit corporation;
(3)
Any corporation which does not come within subdivision (1) or (2), but which is organized for a public or charitable purpose and which upon dissolution must distribute its assets to the United States, a state or a person which is recognized as exempt under § 501(c)(3) of the Internal Revenue Code, or any successor section, is a public benefit corporation; and
(4)
Any corporation which does not come within subdivision (1), (2) or (3) is a mutual benefit corporation.
Acts 1987, ch. 242, § 18.06.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 68 - TRANSITION PROVISIONS (§§ 48-68-101 — 48-68-211) › Part 1 - GENERAL PROVISIONS (§§ 48-68-101 — 48-68-105) › Section 48-68-105 - Administrative procedures

The secretary of state is authorized to prescribe forms and to promulgate regulations in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.
Acts 1987, ch. 242, § 19.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 68 - TRANSITION PROVISIONS (§§ 48-68-101 — 48-68-211) › Part 2 - PUBLIC BENEFIT HOSPITAL SALES AND CONVEYANCE ACT OF 2006 (§§ 48-68-201 — 48-68-211) › Section 48-68-201 - Short title

This part shall be known and may be cited as the "Public Benefit Hospital Sales and Conveyance Act of 2006."
Acts 2006, ch. 930, § 2.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 68 - TRANSITION PROVISIONS (§§ 48-68-101 — 48-68-211) › Part 2 - PUBLIC BENEFIT HOSPITAL SALES AND CONVEYANCE ACT OF 2006 (§§ 48-68-201 — 48-68-211) › Section 48-68-202 - Part definitions

As used in this part, unless the context otherwise requires:
(1)
"Acquiring entity" means the person who gains ownership or control of a public benefit hospital entity as a result of a public benefit hospital conveyance transaction;
(2)
"Person" means any individual, partnership, trust, estate, corporation, association, joint venture, joint stock company or other organization;
(3)
(A)
"Public benefit hospital conveyance transaction" means:
(i)
The sale, transfer, lease, exchange, optioning, conveyance or other disposition of a material amount of the assets or operations of any public benefit hospital entity to an entity or person other than another public benefit hospital entity that controls, is controlled by or is under common control with such public benefit hospital entity; and
(ii)
The transfer of control or governance of a public benefit hospital entity to an entity or person other than another public benefit hospital entity that controls, is controlled by or is under common control with such public benefit hospital entity;
(B)
"Public benefit hospital conveyance transaction" includes any transaction described in subdivision (3)(A)(i) or (3)(A)(ii) that is entered into by the public benefit hospital entity or by any entity that controls, is controlled by or is under common control with such public benefit hospital entity;
(4)
"Public benefit hospital entity" means any public benefit corporation, as defined in chapter 51, part 2 of this title, or any governmental entity that is licensed as a hospital under title 68, chapter 11, part 2, or considered a hospital under title 33, chapter 1, including entities affiliated with any of these through ownership, governance, or membership, such as a holding company or subsidiary.
Amended by 2014 Tenn. Acts, ch. 864,s 1, eff. 5/1/2014.
Acts 2006, ch. 930, § 3.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 68 - TRANSITION PROVISIONS (§§ 48-68-101 — 48-68-211) › Part 2 - PUBLIC BENEFIT HOSPITAL SALES AND CONVEYANCE ACT OF 2006 (§§ 48-68-201 — 48-68-211) › Section 48-68-203 - Written notice prior to entering into public benefit hospital conveyance transaction

(a)
Notwithstanding chapters 61 and 64 of this title, any public benefit hospital entity shall be required to provide written notice to the attorney general and reporter, prior to entering into any public benefit hospital conveyance transaction. At the time of providing notice to the attorney general and reporter, the public benefit hospital entity shall provide the attorney general and reporter with written certification that a copy of this part has been given in its entirety to each member of the board of trustees of the public benefit hospital entity.
(b)
The notice to the attorney general and reporter provided for in this section shall include and contain all the information the attorney general and reporter determines is required. No notice shall be effective until the attorney general and reporter has acknowledged receipt of a complete notice, in accordance with protocol established by the attorney general and reporter.
(c)
This part shall not apply to a public benefit hospital entity, if the public benefit hospital conveyance transaction is in the usual and regular course of its activities, and if the attorney general and reporter has given the public benefit hospital entity a written waiver of this part as to the public benefit hospital conveyance transaction.
Acts 2006, ch. 930, § 4.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 68 - TRANSITION PROVISIONS (§§ 48-68-101 — 48-68-211) › Part 2 - PUBLIC BENEFIT HOSPITAL SALES AND CONVEYANCE ACT OF 2006 (§§ 48-68-201 — 48-68-211) › Section 48-68-204 - Notification by attorney general and reporter of action

Within forty-five (45) days of receipt of a complete written notice as required by §
48-68-203
, the attorney general and reporter shall notify the public benefit hospital entity in writing of the attorney general and reporter's decision to object to the proposed public benefit hospital conveyance transaction or to take no action. The attorney general and reporter may extend this period for an additional thirty (30) days; provided, that the extension is necessary to obtain information pursuant to §§
48-68-206
,
48-68-208
and
48-68-209
.
Acts 2006, ch. 930, § 5.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 68 - TRANSITION PROVISIONS (§§ 48-68-101 — 48-68-211) › Part 2 - PUBLIC BENEFIT HOSPITAL SALES AND CONVEYANCE ACT OF 2006 (§§ 48-68-201 — 48-68-211) › Section 48-68-205 - Published written notice

(a)
Within five (5) days after giving written notice pursuant to §
48-68-203
, the public benefit hospital entity shall cause the written notice to be published in one (1) or more newspapers of general circulation that are published in the county of the public benefit hospital entity. The published written notice shall contain:
(1)
The text of the written notice provided to the attorney general and reporter under §
48-68-203
; and
(2)
The following statements:
(A)
"This notice is provided pursuant to Tennessee Code Annotated, Title 48, Chapter 68, Part 2"; and
(B)
"Any interested party wishing to provide written comment may submit the written comment directly to the Attorney General and Reporter, Antitrust Division, 425 Fifth Avenue North, Nashville, Tennessee 37243".
(b)
A failure by the public benefit hospital entity giving notice under §
48-68-203
to provide a published written notice as required by subsection (a) shall be a sufficient ground for the attorney general and reporter to object to the proposed public benefit hospital conveyance transaction.
Acts 2006, ch. 930, § 6.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 68 - TRANSITION PROVISIONS (§§ 48-68-101 — 48-68-211) › Part 2 - PUBLIC BENEFIT HOSPITAL SALES AND CONVEYANCE ACT OF 2006 (§§ 48-68-201 — 48-68-211) › Section 48-68-207 - Determination of whether the transaction will have effect on availability or accessibility to health care services

In making a decision whether to object to a public benefit hospital conveyance transaction, the attorney general and reporter shall also determine whether the proposed public benefit hospital conveyance transaction may have a significant effect on the availability or accessibility of health care services to the affected community. In making this determination, the attorney general and reporter shall consider:
(1)
Whether sufficient safeguards are included to assure the affected community continued access to affordable care;
(2)
Whether the proposed public benefit hospital conveyance transaction creates or has the likelihood of creating an adverse effect on the access to or availability or cost of health care services to the community;
(3)
Whether the acquiring entities have made a commitment, at least comparable to the public benefit hospital entity, to provide health care to the disadvantaged, the uninsured and the underinsured, and to provide benefits to the affected community to promote improved health care. Activities and funding provided by the public benefit hospital entity or its successor public benefit hospital entity or foundation to provide such health care or to provide support or medical education and teaching programs or medical research programs shall be considered in evaluating compliance with this commitment;
(4)
Whether the public benefit hospital conveyance transaction will result in the revocation of hospital privileges;
(5)
Whether sufficient safeguards are included to maintain appropriate capacity for health science research and health care provider education; and
(6)
Whether the proposed public benefit hospital conveyance transaction demonstrates that the public interest will be served considering the essential medical services needed to provide safe and adequate treatment, appropriate access and balanced health care delivery to the residents.
Acts 2006, ch. 930, § 8.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 68 - TRANSITION PROVISIONS (§§ 48-68-101 — 48-68-211) › Part 2 - PUBLIC BENEFIT HOSPITAL SALES AND CONVEYANCE ACT OF 2006 (§§ 48-68-201 — 48-68-211) › Section 48-68-208 - Providing sufficient information to complete review of the transaction

The attorney general and reporter may demand that the public benefit hospital entity giving notice under §
48-68-203
provide such information as the attorney general and reporter reasonably deems necessary to complete the review of any proposed public benefit hospital conveyance transaction described in §§
48-68-206
and
48-68-207
. A failure by the public benefit hospital entity giving notice under §
48-68-203
to provide timely information as required by the attorney general and reporter shall be a sufficient ground for the attorney general and reporter to object to the proposed public benefit hospital conveyance transaction.
Acts 2006, ch. 930, § 9.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 68 - TRANSITION PROVISIONS (§§ 48-68-101 — 48-68-211) › Part 2 - PUBLIC BENEFIT HOSPITAL SALES AND CONVEYANCE ACT OF 2006 (§§ 48-68-201 — 48-68-211) › Section 48-68-209 - Permitted action to assist in review of proposed transaction

(a)
Within the time periods designated in §
48-68-204
, the attorney general and reporter may do any of the following to assist in the review of the proposed public benefit hospital conveyance transaction described in this part:
(1)
Contract with, consult, and receive advice from any agency of the state or the United States on such terms and conditions the attorney general and reporter deems appropriate; or
(2)
At the attorney general and reporter's sole discretion, contract with experts or consultants the attorney general and reporter deems appropriate to assist the attorney general and reporter in reviewing the proposed public benefit hospital conveyance transaction.
(b)
Any contract costs incurred by the attorney general and reporter pursuant to this section shall not exceed an amount that is reasonable and necessary to conduct the review of the proposed public benefit hospital conveyance transaction. The attorney general and reporter shall be exempt from all state procurement for competitive bidding for purposes of entering into contracts pursuant to this section. The acquiring entity, upon request, shall pay the attorney general and reporter promptly for all costs of contracts entered into by the attorney general and reporter pursuant to this section.
(c)
The attorney general and reporter shall be entitled to reimbursement from the acquiring entity for all reasonable and actual costs incurred by the attorney general and reporter in reviewing any proposed public benefit hospital conveyance transaction under this part, including attorney fees at the billing rate used by the attorney general and reporter to bill state agencies for legal services. The acquiring entity, upon request, shall pay the attorney general and reporter promptly for all costs, but in no event shall reimbursement associated with reviewing a proposed public benefit hospital conveyance transaction exceed fifty thousand dollars ($50,000). The attorney general and reporter shall not be entitled to reimbursement for expenses incurred for any legal services rendered by external legal counsel.
(d)
The failure by the acquiring entity to promptly reimburse the attorney general and reporter for all costs pursuant to this section shall be sufficient ground for the attorney general and reporter to object to the proposed public benefit hospital conveyance transaction.
Acts 2006, ch. 930, § 10.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 68 - TRANSITION PROVISIONS (§§ 48-68-101 — 48-68-211) › Part 2 - PUBLIC BENEFIT HOSPITAL SALES AND CONVEYANCE ACT OF 2006 (§§ 48-68-201 — 48-68-211) › Section 48-68-210 - Public records

Unless subject to title 8, chapter 6, part 4, all documents submitted to the attorney general and reporter by any person, including public benefit hospital entities giving notice under §
48-68-203
, in connection with the attorney general and reporter's review of the proposed public benefit hospital conveyance transaction pursuant to this part, shall be public records subject to title 10, chapter 7.
Acts 2006, ch. 930, § 11.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 68 - TRANSITION PROVISIONS (§§ 48-68-101 — 48-68-211) › Part 2 - PUBLIC BENEFIT HOSPITAL SALES AND CONVEYANCE ACT OF 2006 (§§ 48-68-201 — 48-68-211) › Section 48-68-211 - Violations - Penalties - Remedies

(a)
Any public benefit hospital conveyance transactions entered into in violation of this part shall be null and void, and each member of the governing boards and the chief financial officers of the parties to the public benefit hospital conveyance transaction may be subject to a civil penalty of up to one million dollars ($1,000,000), the amount to be determined by a court of competent jurisdiction in Davidson County. The attorney general and reporter shall institute proceedings to impose such a penalty. In addition, no license to operate a hospital may be issued or renewed under title 68, chapter 11, part 2, or applicable regulation, if there is a public benefit hospital conveyance transaction entered into in violation of the notice, public hearing, and review requirements of this part.
(b)
Nothing in this section shall be construed to limit the common law authority of the attorney general and reporter to protect charitable trusts and charitable assets in this state. These penalties and remedies are in addition to, and not a replacement for, any other civil or criminal actions that the attorney general and reporter may file under either the common law or statutory law, including rescinding the public benefit hospital conveyance transaction, granting injunctive relief, or any combination of these and other remedies available under common law or statutory law.
Acts 2006, ch. 930, § 12.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 69 - ELECTRIC G AND T COOPERATIVE ACT (§§ 48-69-101 — 48-69-123) › Section 48-69-101 - Short title

This chapter shall be known and may be cited as the "Electric G&T Cooperative Act."
Acts 2009, ch. 475, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 69 - ELECTRIC G AND T COOPERATIVE ACT (§§ 48-69-101 — 48-69-123) › Section 48-69-102 - Legislative findings

(a)
The general assembly finds that a need has developed for electric utility systems engaged in the distribution of electric power and energy in this state and adjoining states to have additional sources of electrical energy through traditional sources of generation and through renewable, clean and passive sources of electrical energy, as well as through other sources known and those sources yet to be known and discovered.
(b)
The general assembly finds that because of economies of scale needed for many forms of electrical energy supply resources, there are opportunities to acquire and operate these additional sources of energy on a cooperatively owned basis from owned or leased facilities to fulfill growing needs in and around this state.
(c)
The general assembly finds a need to provide a statutory framework for the creation and operation of nonprofit cooperative entities to allow groups of nonprofit cooperatives and municipally, county or other governmentally owned electric utility systems to make electrical power available at the lowest feasible cost, consistent with sound business principles, for wholesale sales to retail suppliers in communities within and without this state.
Acts 2009, ch. 475, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 69 - ELECTRIC G AND T COOPERATIVE ACT (§§ 48-69-101 — 48-69-123) › Section 48-69-104 - Operation as a nonprofit membership cooperative corporation

Any corporation hereafter created, organized and operated pursuant to this chapter shall be operated as a nonprofit membership cooperative corporation.
Acts 2009, ch. 475, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 69 - ELECTRIC G AND T COOPERATIVE ACT (§§ 48-69-101 — 48-69-123) › Section 48-69-105 - Existing cooperatives

Any existing G&T cooperative shall be deemed to have been created, organized and operating under this chapter without further action by its members or board of directors and shall have all the rights, privileges, duties and obligations provided in this chapter.
Acts 2009, ch. 475, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 69 - ELECTRIC G AND T COOPERATIVE ACT (§§ 48-69-101 — 48-69-123) › Section 48-69-107 - Bylaws

(a)
The original bylaws adopted by a board of directors of a G&T cooperative created or operating and subject to this chapter shall continue in effect until at any time thereafter the bylaws are changed by adoption, amendment or repeal by the members by the process as established in the bylaws, except that:
(1)
The members may, by bylaw provision, delegate to the board the power to change all or any specified provision of the bylaws, but the delegation shall not forfeit or restrict any right of the members thereafter as may be established in the bylaws to change the provision whether or not the board has exercised the delegated power; and
(2)
Either the board or the members of a G&T cooperative may change any bylaw provision when, as established by law, the provision is illegal or has become a legal nullity.
(b)
The bylaws shall provide for a process that permits the members to amend or repeal such provisions that are established in the original bylaws or as may have been thereafter amended, repealed or otherwise modified by the board of directors or the members.
(c)
The bylaws shall specify the rules of parliamentary procedure applicable to meetings of its board of directors and members; provided, that in the absence of such a specification the then-current edition of Robert's Rules of Order shall apply.
Acts 2009, ch. 475, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 69 - ELECTRIC G AND T COOPERATIVE ACT (§§ 48-69-101 — 48-69-123) › Section 48-69-108 - Board of directors

(a)
The business and affairs of a G&T cooperative shall be managed under the direction of a board of directors of not less than five (5) directors or such greater number as may be prescribed by the bylaws of the G&T cooperative. All of the powers of a G&T cooperative shall be vested in and exercised by the board of directors, except those that are conferred upon or reserved to the members pursuant to this chapter, the charter, bylaws or any other applicable law.
(b)
To be eligible to serve, a director shall be a full-time employee of a patron member of the G&T cooperative and shall have senior management level managerial, financial, engineering or administrative responsibilities for the electric system of a patron member of the G&T cooperative. No person holding elective office of any state, county or municipal entity or other political subdivision of any state or of the federal government, and no person whose employment or appointed responsibilities are not principally limited to utility operations of a patron member shall be eligible to serve as a director. Additional eligibility requirements for directors may be established pursuant to the bylaws of the G&T cooperative.
(c)
The bylaws shall prescribe the number of directors, their qualifications, if any, in addition to those provided for in subsection (b), the manner of holding meetings of the board and of the election and appointment of successors to directors who shall resign, die or otherwise be incapable of or disqualified from acting, and any other rule, manner, procedure or matter relating to the board and its exercise of the powers conferred upon it by this chapter or by other law, the charter of the G&T cooperative or the bylaws.
(d)
The bylaws shall provide the manner and method by which directors shall be elected or appointed, as applicable. The bylaws may establish classes of directors to be elected and divide them into classes for terms of office that permit either approximately one half (1/2), one third (1/3), or one fourth (1/4) to be elected each year by the members; provided, that the initial bylaws may provide for a period of time during which the initial board of directors specified in the charter or the initial bylaws shall serve for the purposes of allowing continuity during a start-up period specified in the bylaws, which start-up period may be contingent upon the anticipated date of commencement of both ownership and direct operations and direct control of a plant for the generation of electrical power and energy to be acquired, constructed or operated, all as may be more specifically described in the bylaws.
(e)
Directors may, but only if so provided in a G&T cooperative's bylaws, be removed and their successors elected under such process as may be provided in the bylaws.
Acts 2009 , ch. 475, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 69 - ELECTRIC G AND T COOPERATIVE ACT (§§ 48-69-101 — 48-69-123) › Section 48-69-109 - Election of directors - Composition of districts or divisions

(a)
Notwithstanding any other provision of this chapter or other laws of this state, the bylaws may provide that a G&T cooperative may elect its directors on an at-large basis or by districts or divisions, or by a combination of some number of directors to be elected at-large and some number by districts or divisions, all as the bylaws shall provide.
(b)
The composition of districts or divisions shall have an equitable regard for the aggregate number of end-users of the electrical power and energy served by all of the patron members in such district or division, and the amount of electrical power and energy consumed by the end-users served by each of the patron members, other communities of interest and any boundaries or other aggregations of patron members into districts or divisions. Districts or divisions may, but are not required to, be contained in the bylaws of the G&T cooperative; but if not contained in the bylaws shall be ascertainable in a reasonable form and accessible for inspection by members at the offices of the corporation upon reasonable notice and request. The boundaries of districts and divisions and the members to be contained in the districts and divisions may, but are not required to, be contiguous.
(c)
To be eligible for election as a district or division director, a person shall meet the qualifications for director as prescribed by §
48-69-108(b)
and, in addition, the patron member for whom the person is a full-time employee shall satisfy the eligibility requirements by having its principal office within the district or division for which the person is seeking or has been nominated for election to the office of director.
Acts 2009, ch. 475, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 69 - ELECTRIC G AND T COOPERATIVE ACT (§§ 48-69-101 — 48-69-123) › Section 48-69-110 - Principal officers

The principal officers of the G&T cooperative shall be a chair of the board of directors, a vice chair of the board of directors, a secretary and a treasurer and such other officers as may be determined from time to time by the bylaws or the board of directors; provided, that the other officers appointed are not in conflict with any provision of the bylaws. The offices of secretary and treasurer may be held by the same person.
Acts 2009, ch. 475, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 69 - ELECTRIC G AND T COOPERATIVE ACT (§§ 48-69-101 — 48-69-123) › Section 48-69-111 - Chief executive officer

The board of directors of the G&T cooperative may, but is not required to, appoint a chief executive officer who may have the title of president, and may further appoint one (1) or more vice presidents, one (1) or more assistant secretaries, and one (1) or more assistant treasurers, and may by resolution provide for the creation, appointment and designation of title of other officers that it deems to be necessary or advisable to efficiently conduct the business of the G&T cooperative.
Acts 2009, ch. 475, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 69 - ELECTRIC G AND T COOPERATIVE ACT (§§ 48-69-101 — 48-69-123) › Section 48-69-112 - Membership in cooperative

(a)
Only distribution cooperatives, governmental electric systems, energy acquisition corporations, another G&T cooperative and joint action agencies created under the laws of any state shall be eligible to be members of a G&T cooperative. Members must meet such other qualifications and criteria for membership as may be established in the bylaws of the G&T cooperative. To the extent not inconsistent with this chapter, member classifications, qualifications, rights and obligations may be established for patron members and for nonpatron members as the bylaws shall provide.
(b)
Members that are governmental electric systems shall act through the board or supervisory body having responsibility for the members' electric systems or pursuant to ordinances or resolutions adopted by such governing boards, which may include ordinances or resolutions that delegate the authorization to act on behalf of the governmental electric system to one (1) or more employees or officials of the system.
(c)
Members shall be subject to any other qualifications, limitations, rights and obligations with respect to membership and to other provisions with respect to a member's admission, resignation, withdrawal, suspension, expulsion and termination as the board of directors or the members shall establish through the G&T cooperative's bylaws.
Acts 2009, ch. 475, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 69 - ELECTRIC G AND T COOPERATIVE ACT (§§ 48-69-101 — 48-69-123) › Section 48-69-113 - Accounting of revenues - Distribution of excess revenues - Prepayment

(a)
With respect to the supplying or furnishing of service by a G&T cooperative, there shall be an accounting of the revenues for any fiscal year that are in excess of the amount necessary to:
(1)
Defray expenses of the G&T cooperative, including the operation and maintenance of its facilities during the fiscal year;
(2)
Pay interest and principal obligations of the G&T cooperative coming due in the fiscal year;
(3)
Finance, or to provide a reserve to finance, the construction or acquisition by the G&T cooperative of additional facilities to the extent determined by the board;
(4)
Provide a reasonable reserve for working capital;
(5)
Provide a major maintenance reserve; and
(6)
Provide a reserve for the payment of indebtedness of the G&T cooperative maturing more than one (1) year after the date of the incurrence of the indebtedness in an amount up to the maximum amount of interest and principal payments to be made during any future fiscal year.
(b)
Any funds in excess of revenues as described in subsection (a) shall be distributed by the cooperative to patrons in the manner provided for in the bylaws, either:
(1)
As patronage refunds prorated in accordance with the patronage of the cooperative by the respective patrons paid for during or with respect to the fiscal year;
(2)
By way of general reductions of rates or other charges;
(3)
By crediting patrons with having furnished the cooperative capital in amounts equal to the amounts of their patronage not refunded pursuant to subdivision (b)(1) and not used for general reduction of rates or other changes pursuant to subdivision (b)(2), all or any portion of the capital to be redeemable and to be retired at such later time as the board in its sole discretion determines that such will not impair the cooperative's financial condition and will be in the cooperative's best interests; or
(4)
By any combination of the methods described in subdivisions (b)(1)-(3).
(c)
Nothing contained in subsection (a) shall be construed to prohibit the payment by a cooperative of all or any part of its indebtedness prior to the date when the payment becomes due.
Acts 2009, ch. 475, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 69 - ELECTRIC G AND T COOPERATIVE ACT (§§ 48-69-101 — 48-69-123) › Section 48-69-114 - Liens - Recordation

(a)
Any mortgage, deed of trust or other instrument executed by a G&T cooperative that, by its terms, creates a lien upon real and personal property, then owned or after-acquired, and that is recorded as a mortgage of real property in any county in which the property is located or is to be located, shall have the same force and effect as if the mortgage, deed of trust or other instrument were also recorded or filed in the proper office in the county as a mortgage of personal property.
(b)
Recordation of any such mortgage, deed of trust or other instrument shall cause the lien to attach to all after-acquired property of the mortgagor described as being mortgaged or pledged immediately upon the acquisition of the property by the mortgagor, and the lien shall be superior to all claims of creditors of the mortgagor and purchasers of the property and to all other liens, except liens of prior record and tax liens, affecting the property.
Acts 2009, ch. 475, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 69 - ELECTRIC G AND T COOPERATIVE ACT (§§ 48-69-101 — 48-69-123) › Section 48-69-115 - Dissolution of cooperative

(a)
A G&T cooperative that has not commenced business may dissolve voluntarily by delivering to the secretary of state articles of dissolution, executed and acknowledged on behalf of the G&T cooperative by a majority of the incorporators, which shall state:
(1)
The name of the G&T cooperative;
(2)
The address of its principal office;
(3)
That the G&T cooperative has not commenced business;
(4)
That the amount, if any, actually paid in on account of membership fees, less any part disbursed for necessary expenses, has been returned to those entitled to the return and that all easements have been released to the grantors;
(5)
That no debt of the G&T cooperative remains unpaid; and
(6)
That a majority of the incorporators elect that the G&T cooperative be dissolved.
(b)
The articles of dissolution shall be submitted to the secretary of state for filing as provided in this chapter.
(c)
A G&T cooperative that has commenced business may dissolve voluntarily and wind up its affairs in the following manner:
(1)
The board shall first recommend that the G&T cooperative be dissolved, which recommendation shall be submitted to the members of the G&T cooperative at any annual or special meeting, the notice of which shall set forth the proposition. The proposed voluntary dissolution shall be deemed approved upon the affirmative votes of:
(A)
If dissolution is or will be an incident of the sale, lease-sale or other disposition of the assets and properties of the G&T cooperative, as many as, but not fewer than, the percentage of the G&T cooperative's members required to authorize the sale, lease-sale or other disposition as provided in the G&T cooperative's bylaws; or
(B)
If dissolution is or will be from any other cause, the number or percentage of its members, or of those voting, whichever may be the case, as provided in the cooperative's charter or bylaws; and
(2)
Any assets remaining after the discharge or provision for the discharge of all of the G&T cooperative's liabilities and the distribution of any patronage capital still outstanding on its books shall be distributed on a pro rata basis and without priority to all present and former members of the cooperative to the extent practicable, as determined by the board; provided, that if the board determines that the amount of the surplus is so small in relation to the administrative cost of distributing it as to be prohibited, the surplus may be donated by the board to one (1) or more charitable or educational organizations that are exempt from federal income taxation.
Acts 2009, ch. 475, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 69 - ELECTRIC G AND T COOPERATIVE ACT (§§ 48-69-101 — 48-69-123) › Section 48-69-116 - Transaction of business by foreign corporations in adjacent states

(a)
Any corporation organized on a nonprofit or a cooperative basis for one (1) or more of the purposes outlined in §
48-69-106(a)
and operating in a state adjacent to this state shall be permitted to transact business in this state without complying with any statute of this state pertaining to the qualification of foreign corporations for the transaction of business.
(b)
A foreign corporation transacting business in this state, as a prerequisite to its transaction of business in this state, shall, by an instrument executed and acknowledged in its behalf by its president or vice president and attested to by its secretary, designate to the secretary of state its agent to accept service of process in its behalf. In the event any such process is served upon the secretary of state, the secretary of state shall forward the process by registered mail to the corporation at the address specified in the instrument.
(c)
A foreign corporation transacting business in this state may sue and be sued in the courts of this state to the same extent that a cooperative under this chapter may sue or be sued in such courts.
(d)
A foreign corporation transacting business in this state may secure its notes, bonds or other evidences of indebtedness by mortgage, pledge, deed of trust or other encumbrance of any or all of its then-owned or after-acquired real or personal property, assets or franchise located or to be located in this state, and also upon its revenues and income.
Acts 2009, ch. 475, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 69 - ELECTRIC G AND T COOPERATIVE ACT (§§ 48-69-101 — 48-69-123) › Section 48-69-117 - No exemption from ad valorem property taxes

Nothing in this chapter shall be construed to exempt cooperatives and foreign corporations transacting business in this state pursuant to this chapter from ad valorem property taxes. Assessment schedules for such property that is devoted to and used or useful in pursuance of the purposes of the G&T cooperative shall be filed with the comptroller of the treasury, and the payment of such taxes shall be in lieu of all other taxes of every kind or nature, unless it is otherwise specifically provided by law that such other tax or taxes shall be applicable to cooperatives formed or foreign corporations transacting business pursuant to this chapter.
Acts 2009, ch. 475, § 1.