reglab/statecodes huggingface dataset:
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 1 - BOARD OF DIRECTORS (§§ 48-18-101 — 48-18-111) › Section 48-18-108 - Removal of directors

(a)
The shareholders may remove one (1) or more directors with or without cause unless the charter provides that directors may be removed only for cause.
(b)
If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove the director without cause.
(c)
If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director's removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.
(d)
If so provided by the charter, any or all of the directors may be removed for cause by a vote of a majority of the entire board of directors.
(e)
A director may be removed by the shareholders or directors only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of directors.
Acts 1986, ch. 887, § 8.08.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 1 - BOARD OF DIRECTORS (§§ 48-18-101 — 48-18-111) › Section 48-18-109 - Removal of directors by judicial proceeding

(a)
Any 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 remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least ten percent (10%) of the outstanding shares of any class if the court finds that:
(1)
The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation; and
(2)
Removal is in the best interest of the corporation.
(b)
The court that removes a director may bar the director from reelection for a period prescribed by the court.
(c)
If shareholders commence a proceeding under subsection (a), they shall make the corporation a party defendant.
Acts 1986, ch. 887, § 8.09.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 1 - BOARD OF DIRECTORS (§§ 48-18-101 — 48-18-111) › Section 48-18-110 - Vacancy on board

(a)
Unless the charter provides otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors or a vacancy resulting from a removal with or without cause:
(1)
The shareholders may fill the vacancy;
(2)
The board of directors may fill the vacancy; or
(3)
If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(b)
If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.
(c)
A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under §
48-18-107(b)
or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
Acts 1986, ch. 887, § 8.10.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 1 - BOARD OF DIRECTORS (§§ 48-18-101 — 48-18-111) › Section 48-18-111 - Compensation of directors

Unless the charter or bylaws provide otherwise, the board of directors may fix the compensation of directors.
Acts 1986, ch. 887, § 8.11.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 2 - MEETINGS AND ACTION OF THE BOARD (§§ 48-18-201 — 48-18-206) › Section 48-18-201 - Meetings

(a)
The board of directors may hold regular or special meetings in or out of this state. Unless the bylaws otherwise provide, special meetings of the board of directors may be called by the chair of the board, the president, or any two (2) directors.
(b)
Unless the charter or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Acts 1986, ch. 887, § 8.20.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 2 - MEETINGS AND ACTION OF THE BOARD (§§ 48-18-201 — 48-18-206) › Section 48-18-202 - Action without meeting

(a)
Except to the extent that the charter or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by chapters 11-27 of this title to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation. If all directors consent to taking such action without a meeting, the affirmative vote of the number of directors that would be necessary to authorize or take such action at a meeting is the act of the board. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each director in one (1) or more counterparts, indicating each signing director's vote or abstention on the action, and delivered to the corporation, and shall be included in the minutes or filed with the corporate records reflecting the action taken.
(b)
Action taken under this section is the act of the board of directors when one (1) or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken thereunder is to be effective. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the directors.
(c)
A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.
Acts 1986, ch. 887, § 8.21; 2012, ch. 1051, § 29.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 2 - MEETINGS AND ACTION OF THE BOARD (§§ 48-18-201 — 48-18-206) › Section 48-18-203 - Notice of meeting

(a)
Unless the charter or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.
(b)
Unless the charter or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two (2) days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the charter or bylaws.
(c)
Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken, and if the period of adjournment does not exceed one (1) month in any one (1) adjournment.
Acts 1986, ch. 887, § 8.22.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 2 - MEETINGS AND ACTION OF THE BOARD (§§ 48-18-201 — 48-18-206) › Section 48-18-204 - Waiver of notice

(a)
A director may waive any notice required by chapters 11-27 of this title, the charter, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b), the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.
(b)
A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting (or promptly upon the director's arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Acts 1986, ch. 887, § 8.23.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 2 - MEETINGS AND ACTION OF THE BOARD (§§ 48-18-201 — 48-18-206) › Section 48-18-205 - Quorum and voting

(a)
Unless the charter or bylaws require a greater number, a quorum of a board of directors consists of:
(1)
A majority of the fixed number of directors if the corporation has a fixed board size; or
(2)
A majority of the number of directors prescribed, or if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board.
(b)
The charter or bylaws may authorize a quorum of a board of directors to consist of no fewer than one third (1/3) of the fixed or prescribed number of directors determined under subsection (a).
(c)
If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the charter or bylaws require the vote of a greater number of directors.
(d)
A director who is present at a meeting of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:
(1)
The director objects at the beginning of the meeting (or promptly upon the director's arrival) to holding it or transacting business at the meeting;
(2)
The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or
(3)
The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
Acts 1986, ch. 887, § 8.24.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 2 - MEETINGS AND ACTION OF THE BOARD (§§ 48-18-201 — 48-18-206) › Section 48-18-206 - Committees

(a)
Unless the charter or bylaws provide otherwise, the board of directors may create one (1) or more committees. A committee may consist of one (1) member. All members of committees of the board of directors which exercise powers of the board of directors must be members of the board of directors and serve at the pleasure of the board of directors.
(b)
The creation of a committee and appointment of a member or members to it must be approved by the greater of:
(1)
A majority of all the directors in office when the action is taken; or
(2)
The number of directors required by the charter or bylaws to take action under §
48-18-205
.
(c)
Sections
48-18-201
- 48-18-205, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.
(d)
To the extent specified by the board of directors or in the charter or bylaws, each committee may exercise the authority of the board of directors under §
48-18-101
.
(e)
A committee may not, however:
(1)
Authorize distributions, except according to a formula or method prescribed by the board of directors;
(2)
Fill vacancies on the board of directors or on any of its committees;
(3)
Adopt, amend, or repeal bylaws;
(4)
Authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or
(5)
Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee (or senior executive officer of the corporation) to do so within limits specifically prescribed by the board of directors.
(f)
The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in §
48-18-301
.
Acts 1986, ch. 887, § 8.25; 1994, ch. 776, § 31.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 3 - STANDARDS OF CONDUCT (§§ 48-18-301 — 48-18-302) › Section 48-18-301 - General standards for directors

(a)
A director shall discharge all duties as a director, including duties as a member of a committee:
(1)
In good faith;
(2)
With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(3)
In a manner the director reasonably believes to be in the best interests of the corporation.
(b)
In discharging such duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(1)
One (1) or more officers or employees of the corporation (or a subsidiary of the corporation) whom the director reasonably believes to be reliable and competent in the matters presented;
(2)
Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or
(3)
A committee of the board of directors of which the director is not a member, if the director reasonably believes the committee merits confidence.
(c)
A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.
(d)
A director is not liable for any action taken as a director, or any failure to take any action, if the director performed the duties of the office in compliance with this section.
Acts 1986, ch. 887, § 8.30; 1994, ch. 776, § 32.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 3 - STANDARDS OF CONDUCT (§§ 48-18-301 — 48-18-302) › Section 48-18-302 - Liability for unlawful distributions

(a)
A director who votes for or assents to a distribution made in violation of §
48-16-401
or the charter is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating such section or the charter if it is established that the director did not perform such director's duties in compliance with §
48-18-301
. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.
(b)
A director held liable under subsection (a) for an unlawful distribution is entitled to contribution from:
(1)
Every other director who could be held liable under subsection (a) for the unlawful distribution; and
(2)
Each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of §
48-16-401
or the charter.
(c)
A proceeding under this section is barred unless it is commenced within two (2) years after the date on which the effect of the distribution was measured under §
48-16-401
.
Acts 1986, ch. 887, § 8.33; 1994, ch. 776, § 33; 1996, ch. 618, § 1; T.C.A. §
48-18-304
; 2012, ch. 1051, § 30.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 4 - OFFICERS (§§ 48-18-401 — 48-18-406) › Section 48-18-401 - Required officers

(a)
A corporation has the officers described in its bylaws or designated by its board of directors in accordance with the bylaws. Unless the charter or bylaws provide otherwise, officers shall be elected or appointed by the board of directors.
(b)
A duly appointed officer may appoint one (1) or more officers or assistant officers if authorized by the bylaws or the board of directors.
(c)
The bylaws or the board of directors shall delegate to one (1) of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation.
(d)
The same individual may simultaneously hold more than one (1) office in a corporation.
Acts 1986, ch. 887, § 8.40; 1989, ch. 451, § 11; 1999, ch. 272, § 1; 2012, ch. 1051, §§ 31, 32.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 4 - OFFICERS (§§ 48-18-401 — 48-18-406) › Section 48-18-402 - Duties of officers

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.
Acts 1986, ch. 887, § 8.41.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 4 - OFFICERS (§§ 48-18-401 — 48-18-406) › Section 48-18-403 - Standards of conduct for officers

(a)
An officer with discretionary authority shall discharge all duties under that authority:
(1)
In good faith;
(2)
With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(3)
In a manner the officer reasonably believes to be in the best interest of the corporation.
(b)
In discharging such duties, an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(1)
One (1) or more officers or employees of the corporation (or a subsidiary of the corporation) whom the officer reasonably believes to be reliable and competent in the matters presented; or
(2)
Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.
(c)
An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.
(d)
An officer is not liable for any action taken as an officer, or any failure to take any action, if the officer performed the duties of office in compliance with this section.
Acts 1986, ch. 887, § 8.42; 1994, ch. 776, § 34.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 4 - OFFICERS (§§ 48-18-401 — 48-18-406) › Section 48-18-404 - Resignation and removal of officers

(a)
An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specified a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.
(b)
A board of directors may remove any officer at any time with or without cause and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.
Acts 1986, ch. 887, § 8.43.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 4 - OFFICERS (§§ 48-18-401 — 48-18-406) › Section 48-18-405 - Contract rights of officers

(a)
The appointment of an officer does not itself create contract rights.
(b)
An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
Acts 1986, ch. 887, § 8.44.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 4 - OFFICERS (§§ 48-18-401 — 48-18-406) › Section 48-18-406 - Release or assignment of life insurance on officers

When a corporation, organized under the laws of this state, has caused or shall cause to be insured the life of any director, officer, agent, or employee, or when such corporation is named as a beneficiary in or assignee of any policy of life insurance, due authority to effect, assign, release, relinquish, convert, surrender, change the beneficiary, or to take any other action with reference to such insurance shall be sufficiently evidenced to the insurance company by a written statement to that effect, signed by the president or secretary or other corresponding officer of such corporation. Such statement shall be binding upon such corporation, and any act done or suffered to be done by it upon the faith thereof shall protect the insurance company concerned, without further inquiry into the validity of the corporate authority or the regularity of the corporate proceedings. No person shall be disqualified, by reason of interest in the subject matter, from acting as a director or as a member of the executive committee of such corporation, on any corporate procedure touching such insurance.
Acts 1986, ch. 887, § 8.45.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 5 - INDEMNIFICATION (§§ 48-18-501 — 48-18-509) › Section 48-18-501 - Part definitions

In this part:
(1)
"Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction;
(2)
"Director" means an individual who is or was a director of a corporation, including individuals acting pursuant to §
48-18-101
, or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on or otherwise involve services by the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director;
(3)
"Expenses" includes counsel fees;
(4)
"Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding;
(5)
(A)
"Official capacity" means:
(i)
When used with respect to a director, the office of director in a corporation; and
(ii)
When used with respect to an individual other than a director, as contemplated in §
48-18-507
, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation;
(B)
"Official capacity" does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise;
(6)
"Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding; and
(7)
"Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.
Acts 1986, ch. 887, § 8.50; 1987, ch. 273, § 32.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 5 - INDEMNIFICATION (§§ 48-18-501 — 48-18-509) › Section 48-18-502 - Authority to indemnify

(a)
Except as provided in subsection (d), a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if:
(1)
The individual's conduct was in good faith; and
(2)
The individual reasonably believed:
(A)
In the case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in its best interest; and
(B)
In all other cases, that the individual's conduct was at least not opposed to its best interests; and
(3)
In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful.
(b)
A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subdivision (a)(2)(B).
(c)
The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.
(d)
A corporation may not indemnify a director under this section:
(1)
In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or
(2)
In connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.
Acts 1986, ch. 887, § 8.51.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 5 - INDEMNIFICATION (§§ 48-18-501 — 48-18-509) › Section 48-18-503 - Mandatory indemnification

Unless limited by its charter, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.
Acts 1986, ch. 887, § 8.52.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 5 - INDEMNIFICATION (§§ 48-18-501 — 48-18-509) › Section 48-18-504 - Advance for expenses

(a)
A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:
(1)
The director furnishes the corporation a written affirmation of the director's good faith belief that the director has met the standard of conduct described in §
48-18-502
;
(2)
The director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director is not entitled to indemnification; and
(3)
A determination is made that the facts then known to those making the determination would not preclude indemnification under this part.
(b)
The undertaking required by subdivision (a)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
(c)
Determinations and authorizations of payments under this section shall be made in the manner specified in §
48-18-506
.
Acts 1986, ch. 887, § 8.53; 1987, ch. 273, § 33.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 5 - INDEMNIFICATION (§§ 48-18-501 — 48-18-509) › Section 48-18-505 - Court ordered indemnification

Unless a corporation's charter provides otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification if it determines the director is:
(1)
Entitled to mandatory indemnification under §
48-18-503
, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or
(2)
Fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in §
48-18-502
or was adjudged liable as described in §
48-18-502(d)
, but if the director was adjudged so liable the director's indemnification is limited to reasonable expenses incurred.
Acts 1986, ch. 887, § 8.54.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 5 - INDEMNIFICATION (§§ 48-18-501 — 48-18-509) › Section 48-18-506 - Determination and authorization of indemnification

(a)
A corporation may not indemnify a director under §
48-18-502
unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in §
48-18-502
.
(b)
The determination shall be made:
(1)
By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;
(2)
If a quorum cannot be obtained under subdivision (b)(1), by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two (2) or more directors not at the time parties to the proceeding;
(3)
By independent special legal counsel:
(A)
Selected by the board of directors or its committee in the manner prescribed in subdivision (b)(1) or (b)(2); or
(B)
If a quorum of the board of directors cannot be obtained under subdivision (b)(1) and a committee cannot be designated under subdivision (b)(2), selected by majority vote of the full board of directors (in which selection directors who are parties may participate); or
(4)
By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.
(c)
Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subdivision (b)(3) to select counsel.
Acts 1986, ch. 887, § 8.55.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 5 - INDEMNIFICATION (§§ 48-18-501 — 48-18-509) › Section 48-18-507 - Indemnification of officers, employees, and agents

Unless a corporation's charter provides otherwise:
(1)
An officer of the corporation who is not a director is entitled to mandatory indemnification under §
48-18-503
, and is entitled to apply for court-ordered indemnification under §
48-18-505
, in each case to the same extent as a director;
(2)
The corporation may indemnify and advance expenses under this part to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director; and
(3)
A corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its charter, bylaws, general or specific action of its board of directors, or contract.
Acts 1986, ch. 887, § 8.56.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 5 - INDEMNIFICATION (§§ 48-18-501 — 48-18-509) › Section 48-18-508 - Insurance

A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the individual against the same liability under §
48-18-502
or §
48-18-503
.
Acts 1986, ch. 887, § 8.57.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 5 - INDEMNIFICATION (§§ 48-18-501 — 48-18-509) › Section 48-18-509 - Exclusivity of rights - Charter limiting indemnification - Payment of witness expenses

(a)
(1)
The indemnification and advancement of expenses granted pursuant to, or provided by, chapters 11-27 of this title shall not be deemed exclusive of any other rights to which a director seeking indemnification or advancement of expenses may be entitled, whether contained in chapters 11-27 of this title, the charter, or the bylaws or, when authorized by such charter or bylaws, in a resolution of shareholders, a resolution of directors, or an agreement providing for such indemnification; provided, that no indemnification may be made to or on behalf of any director if a judgment or other final adjudication adverse to the director establishes the director's liability:
(A)
For any breach of the duty of loyalty to the corporation or its shareholders;
(B)
For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or
(C)
Under §
48-18-302
.
(2)
Nothing contained in chapters 11-27 of this title shall affect any rights to indemnification to which corporate personnel, other than directors, may be entitled by contract or otherwise under law. If the charter limits indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the charter.
(b)
This part does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with the director's appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.
Acts 1986, ch. 887, § 8.58; 1987, ch. 273, § 34; 1989, ch. 451, § 12; 2012, ch. 1051, §§ 33, 34.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 6 - LIMITATION OF ACTIONS (§ 48-18-601) › Section 48-18-601 - Limitation of actions for breach of fiduciary duty

Any action alleging breach of fiduciary duties by directors or officers, including alleged violations of the standards established in §
48-18-301
, §
48-18-403
or part 7 of this chapter, must be brought within one (1) year from the date of such breach or violation; provided, that in the event the alleged breach or violation is not discovered nor reasonably should have been discovered within the one-year period, the period of limitation shall be one (1) year from the date such was discovered or reasonably should have been discovered. In no event shall any such action be brought more than three (3) years after the date on which the breach or violation occurred, except where there is fraudulent concealment on the part of the defendant, in which case the action shall be commenced within one (1) year after the alleged breach or violation is, or should have been, discovered.
Acts 1986, ch. 887, § 8.60; 2012, ch. 1051, § 35.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 7 - CONFLICTING INTEREST TRANSACTIONS (§§ 48-18-701 — 48-18-704) › Section 48-18-702 - Judicial action

(a)
A transaction effected or proposed to be effected by the corporation (or by an entity controlled by the corporation) may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director or officer of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director or officer has an interest respecting the transaction, if it is not a director's or officer's conflicting interest transaction.
(b)
A director's or officer's conflicting interest transaction may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director or officer of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director or officer has an interest respecting the transaction, if:
(1)
Directors' action respecting the transaction was taken in compliance with §
48-18-703
at any time;
(2)
Shareholders' action respecting the transaction was taken in compliance with §
48-18-704
at any time; or
(3)
The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation.
Acts 2012, ch. 1051, § 36.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 7 - CONFLICTING INTEREST TRANSACTIONS (§§ 48-18-701 — 48-18-704) › Section 48-18-703 - Directors' action

(a)
Directors' action respecting a director's or officer's conflicting interest transaction is effective for purposes of §
48-18-702(b)(1)
if the transaction has been authorized by the affirmative vote of a majority (but no fewer than two (2)) of the qualified directors who voted on the transaction, after required disclosure by the conflicted director or officer of information not already known by such qualified directors, or after modified disclosure in compliance with subsection (b); provided, that:
(1)
The qualified directors have deliberated and voted without the participation by any other director; and
(2)
Where the action has been taken by a committee, all members of the committee were qualified directors, and either:
(A)
The committee was composed of all the qualified directors on the board of directors; or
(B)
The members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board.
(b)
Notwithstanding subsection (a), when a transaction is a director's or officer's conflicting interest transaction only because a related person described in §
48-18-701(7)(E) or (7)(F)
is a part to or has a material financial interest in the transaction, the conflicted director or officer is not obligated to make required disclosure to the extent that the director or officer reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule; provided, that the conflicted director or officer discloses to the qualified directors voting on the transaction:
(1)
All the information required to be disclosed that is not so violative;
(2)
The existence and nature of the director's or officer's conflicting interest; and
(3)
The nature of the conflicted director's or officer's duty not to disclose the confidential information.
(c)
(1)
A majority (but no fewer than two (2)) of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this section.
(2)
Where directors' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the charter, the bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the board of directors or a committee, in which action directors who are not qualified directors may participate.
Acts 2012, ch. 1051, § 36.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 20 - AMENDMENT OF CHARTER AND BYLAWS (§§ 48-20-101 — 48-20-203) › Part 1 - AMENDMENT OF CHARTER (§§ 48-20-101 — 48-20-109) › Section 48-20-101 - Authority to amend

(a)
A corporation may amend its charter at any time to add or change a provision that is required or permitted in the charter or to delete a provision not required in the charter. Whether a provision is required or permitted in the charter is determined as of the effective date of the amendment.
(b)
A shareholder of the corporation does not have a vested property right resulting from any provision in the charter or bylaws, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
Acts 1986, ch. 887, § 10.01; 1987, ch. 273, § 35.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 20 - AMENDMENT OF CHARTER AND BYLAWS (§§ 48-20-101 — 48-20-203) › Part 1 - AMENDMENT OF CHARTER (§§ 48-20-101 — 48-20-109) › Section 48-20-102 - Amendment by board of directors

Unless the charter provides otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's charter without shareholder action to:
(1)
Delete the names and addresses of the initial directors;
(2)
Delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state;
(3)
Designate or change the address of the principal office of the corporation (or a mailing address if the United States postal service does not deliver to the principal office);
(4)
Change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding;
(5)
Change the corporate name by substituting the word "corporation," "incorporated," "company," or the abbreviation "corp.," "inc.," or "co.," for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution for the name;
(6)
Designate the street address and zip code of the corporation's current registered office (or a mailing address if the United States postal service does not deliver to the registered office), the county in which the office is located, and the name of its current registered agent at that office, as required by §
48-27-101(b)
;
(7)
Delete the initial principal office, if an annual report is on file with the secretary of state; or
(8)
Make any other change expressly permitted by chapters 11-27 of this title to be made without shareholder action.
Acts 1986, ch. 887, § 10.02; 1987, ch. 273, § 36; 1989, ch. 451, § 13; 1991, ch. 188, § 3; 2012, ch. 1051, §§ 37, 38.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 20 - AMENDMENT OF CHARTER AND BYLAWS (§§ 48-20-101 — 48-20-203) › Part 1 - AMENDMENT OF CHARTER (§§ 48-20-101 — 48-20-109) › Section 48-20-103 - Amendment by board of directors and shareholders

(a)
A corporation's board of directors may propose one (1) or more amendments to the charter for submission to the shareholders.
(b)
For the amendment to be adopted:
(1)
The board of directors shall recommend the amendment to the shareholders, unless the board of directors determines that because of conflict of interest or other special circumstances, it should make no recommendation and communicate the basis for its determination to the shareholders with the amendment; and
(2)
The shareholders entitled to vote on the amendment shall approve the amendment as provided in subsection (e).
(c)
The board of directors may condition its submission of the proposed amendment on any basis.
(d)
The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with §
48-17-105
. The notice of meeting must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(e)
Unless chapters 11-27 of this title, the charter, or the board of directors (acting pursuant to subsection (c)) requires a greater vote or a vote by voting groups, the amendment to be adopted must be approved by:
(1)
A majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters' rights; and
(2)
The votes required by §§
48-17-206
and
48-17-207
by every other voting group entitled to vote on the amendment.
Acts 1986, ch. 887, § 10.03.