reglab/statecodes huggingface dataset:
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 1 - BOARD OF DIRECTORS (§§ 48-58-101 — 48-58-112) › Section 48-58-102 - Qualifications of directors

All directors must be natural persons. The charter or bylaws may prescribe other qualifications for directors. A director need not be a resident of this state or a member of the corporation unless the charter or bylaws so prescribe.
Acts 1987, ch. 242, § 8.02.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 1 - BOARD OF DIRECTORS (§§ 48-58-101 — 48-58-112) › Section 48-58-103 - Number of directors

(a)
A board of directors must consist of three (3) or more natural persons, with the number specified in or fixed in accordance with the charter or bylaws.
(b)
The number of directors may be increased or decreased (but to no fewer than three (3)) from time to time by amendment to, or in the manner prescribed in, the charter or bylaws.
Acts 1987, ch. 242, § 8.03.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 1 - BOARD OF DIRECTORS (§§ 48-58-101 — 48-58-112) › Section 48-58-104 - Election, designation, and appointment of directors

(a)
If the corporation has members, all directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the charter or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or designated.
(b)
If the corporation does not have members, all directors (except the initial directors) shall be elected, appointed or designated as provided in the charter or bylaws. If no method of designation or appointment is set forth in the charter or bylaws, the directors (other than the initial directors) shall be elected by the board.
Acts 1987, ch. 242, § 8.04; 1988, ch. 610, § 1; 1993, ch. 412, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 1 - BOARD OF DIRECTORS (§§ 48-58-101 — 48-58-112) › Section 48-58-105 - Terms of directors generally

(a)
The charter or bylaws must specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed five (5) years. In the absence of any term specified in the charter or bylaws, the term of each director shall be one (1) year. Directors may be elected for successive terms.
(b)
Except in the case of designated or appointed directors, a decrease in the number of directors or term of office does not shorten an incumbent director's term.
(c)
Except as provided in the charter or bylaws:
(1)
The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and
(2)
The term of a director filling any other vacancy expires at the end of the unexpired term which such director is filling.
(d)
Despite the expiration of a director's term, the director continues to serve until a successor is elected, designated or appointed and qualifies, or until there is a decrease in the number of directors.
Acts 1987, ch. 242, § 8.05.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 1 - BOARD OF DIRECTORS (§§ 48-58-101 — 48-58-112) › Section 48-58-106 - Staggered terms for directors

The charter or bylaws may provide for dividing the total number of directors into groups and staggering the terms of directors. The terms of office of the several groups need not be uniform.
Acts 1987, ch. 242, § 8.06.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 1 - BOARD OF DIRECTORS (§§ 48-58-101 — 48-58-112) › Section 48-58-107 - Resignation of directors

(a)
A director may resign at any time by delivering written notice to the board of directors, its chair or president, or to the corporation.
(b)
A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
Acts 1987, ch. 242, § 8.07.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 1 - BOARD OF DIRECTORS (§§ 48-58-101 — 48-58-112) › Section 48-58-108 - Removal of directors elected by members or directors

(a)
The members may remove one (1) or more directors elected by them with or without cause, unless the charter provides that directors may be removed only for cause. The charter or bylaws may specify what constitutes cause for removal.
(b)
If a director is elected by a class, chapter or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit or grouping.
(c)
Except as provided in subsection (i), a director may be removed under subsection (a) or (b) only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.
(d)
If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit or grouping of members, the number of votes of that class, chapter, unit or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal.
(e)
A director elected by members may be removed by the members 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 the director.
(f)
In computing whether a director is protected from removal under subsections (b)-(d), it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election.
(g)
An entire board of directors may be removed under subsections (a)-(e).
(h)
The board of directors of a corporation may remove a director without cause who has been elected by the board by the vote of two thirds (2/3) of the directors then in office or such greater number as is set forth in the charter or bylaws.
(i)
If at the beginning of a director's term on the board, the charter or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.
Amended by 2014 Tenn. Acts, ch. 899,s 32, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.08.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 1 - BOARD OF DIRECTORS (§§ 48-58-101 — 48-58-112) › Section 48-58-109 - Removal of designated or appointed directors

(a)
A designated director may be removed by an amendment to the charter or bylaws deleting or changing the designation.
(b)
Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director. The person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation's president or secretary. A removal is effective when the notice is effective unless the notice specifies a future effective date.
Acts 1987, ch. 242, § 8.09; 2004, ch. 505, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 1 - BOARD OF DIRECTORS (§§ 48-58-101 — 48-58-112) › Section 48-58-110 - 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 any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least ten percent (10%) of the voting power of any class or the attorney general and reporter in the case of a public benefit corporation 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, or a final judgment has been entered finding that the director has violated a duty set forth in part 3 of this chapter; and
(2)
Removal is in the best interest of the corporation.
(b)
The court that removes a director may bar the director from serving on the board for a period prescribed by the court.
(c)
If members or the attorney general and reporter commence a proceeding under subsection (a), the corporation shall be made a party defendant.
(d)
If a public benefit corporation or its members commence a proceeding under subsection (a), they shall give the attorney general and reporter written notice of the proceeding.
Acts 1987, ch. 242, § 8.10.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 1 - BOARD OF DIRECTORS (§§ 48-58-101 — 48-58-112) › Section 48-58-111 - Vacancy on board

(a)
Unless the charter or bylaws provide otherwise, and except as provided in subsections (b) and (c), 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 members, if any, may fill the vacancy. If the vacant office was held by a director elected by a class, chapter or other organizational unit or by region or other geographic grouping, only members of that class, chapter, unit or grouping are entitled to vote to fill the vacancy if it is filled by the members;
(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)
Unless the charter or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.
(c)
If a vacant office was held by a designated director, the vacancy shall be filled as provided in the charter or bylaws. In the absence of an applicable charter or bylaw provision, the vacancy may not be filled by the board.
(d)
A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under §
48-58-107(b)
or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
Acts 1987, ch. 242, § 8.11.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 1 - BOARD OF DIRECTORS (§§ 48-58-101 — 48-58-112) › Section 48-58-112 - Compensation of directors

Unless the charter or bylaws provide otherwise, the board of directors may fix the compensation of directors.
Acts 1987, ch. 242, § 8.12.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 2 - MEETINGS AND ACTION OF BOARD (§§ 48-58-201 — 48-58-206) › Section 48-58-201 - Regular and special meetings

(a)
If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.
(b)
A board of directors may hold regular or special meetings in or out of this state. Unless the charter or bylaws otherwise provide, special meetings of the board of directors may be called by the presiding officer of the board, the president, or any two (2) directors.
(c)
Unless the charter or bylaws provide otherwise, a board 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 1987, ch. 242, § 8.20.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 2 - MEETINGS AND ACTION OF BOARD (§§ 48-58-201 — 48-58-206) › Section 48-58-202 - Action without meeting

(a)
Unless the charter or bylaws provide otherwise, action required or permitted by chapters 51-68 of this title to be taken at a board of directors' meeting may be taken without a meeting. 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, and included in the minutes filed with the corporate records reflecting the action taken.
(b)
Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.
(c)
A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
Acts 1987, ch. 242, § 8.21.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 2 - MEETINGS AND ACTION OF BOARD (§§ 48-58-201 — 48-58-206) › Section 48-58-203 - Notice of meetings

(a)
Unless the charter, bylaws or subsection (c) provide otherwise, regular meetings of the board may be held without notice.
(b)
Unless the charter, bylaws or subsection (c) provide otherwise, special meetings of the board must be preceded by at least two (2) days' notice to each director of the date, time, and place, but not the purpose, of the meeting.
(c)
In corporations without members, any board action to remove a director or to approve a matter, which would require approval by the members if the corporation had members, shall not be valid unless each director is given at least seven (7) days' written notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to §
48-58-204
.
(d)
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 1987, ch. 242, § 8.22.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 2 - MEETINGS AND ACTION OF BOARD (§§ 48-58-201 — 48-58-206) › Section 48-58-204 - Waiver of notice

(a)
A director may waive any notice required by chapters 51-68 of this title, the charter or bylaws before or after the date and time stated in the notice. Except as provided in subsection (b), the waiver must be in the form of a document, signed by the director entitled to the notice, and filed with the minutes or the corporate records.
(b)
A director's attendance at or participation in a meeting waives any required notice 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.
Amended by 2014 Tenn. Acts, ch. 899,s 33, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.23.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 2 - MEETINGS AND ACTION OF BOARD (§§ 48-58-201 — 48-58-206) › Section 48-58-205 - Quorum and voting

(a)
Except as otherwise provided in chapters 51-68 of this title, the charter or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the charter or bylaws authorize a quorum of fewer than the greater of one third (1/3) of the number of directors in office or two (2) directors. When a quorum is once present to organize a meeting, a meeting may be later adjourned despite the absence of a quorum caused by the subsequent withdrawal of any of those present.
(b)
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 unless chapters 51-68 of this title, the charter or bylaws require the vote of a greater number of directors.
(c)
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 notice in the form of a document 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.
Amended by 2014 Tenn. Acts, ch. 899,s 34, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.24.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 2 - MEETINGS AND ACTION OF BOARD (§§ 48-58-201 — 48-58-206) › Section 48-58-206 - Committees

(a)
Unless the charter or bylaws provide otherwise, a board of directors may create one (1) or more committees of the board. A committee may consist of one (1) natural person. Except as provided in §
48-58-703
, members of committees of the board of directors may be members of the board of directors or other natural persons, and they shall serve at the pleasure of the board of directors.
(b)
The creation of a committee and appointment of 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 §
48-58-205
.
(c)
Sections
48-58-201
- 48-58-205, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and their members as well.
(d)
To the extent specified by the board of directors or in the charter or bylaws, each committee of the board may exercise the board's authority under §
48-58-101
.
(e)
A committee may not, however:
(1)
Authorize distributions;
(2)
Approve or recommend to members dissolution, merger or the sale, pledge or transfer of all or substantially all of the corporation's assets;
(3)
Elect, appoint or remove directors or fill vacancies on the board or on any of its committees; or
(4)
Adopt, amend or repeal the charter or bylaws.
(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 §
48-58-301
.
(g)
The board of directors may appoint one (1) or more directors as alternate members of any committee to replace any absent or disqualified committee member during the member's absence or disqualification.
(h)
The corporation may create or authorize the creation of one (1) or more advisory committees whose members need not be directors. An advisory committee is not a committee of the board and may not exercise any of the powers of the board.
Amended by 2014 Tenn. Acts, ch. 899,s 36, eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899,s 35, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.25.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 3 - STANDARDS OF CONDUCT (§§ 48-58-301 — 48-58-304) › Section 48-58-302 - Personal liability of director - Enforcement

(a)
Unless the director complies with the applicable standards of conduct described in §
48-58-301
, a director who votes for or assents to a distribution made in violation of chapters 51-68 of this title or the charter is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating chapters 51-68 of this title or the charter.
(b)
A director held liable for an unlawful distribution under subsection (a) is entitled to contribution from:
(1)
Every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in §
48-58-301
; and
(2)
Each person who received an unlawful distribution for the amount of the distribution, whether or not the person receiving the distribution knew it was made in violation of chapters 51-68 of this title or the charter.
(c)
A proceeding to enforce:
(1)
The liability of a director under subsection (a) is barred unless it is commenced within two (2) years after the liability of such director has been finally adjudicated; and
(2)
Contribution or recoupment under subsection (b) is barred unless it is commenced within one (1) year after the liability of the claimant has been finally adjudicated.
(d)
Commencement of actions described in §
48-58-601
shall be governed by such section.
Amended by 2014 Tenn. Acts, ch. 899,s 39, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.31.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 3 - STANDARDS OF CONDUCT (§§ 48-58-301 — 48-58-304) › Section 48-58-303 - Loans to or guarantees for directors and officers

(a)
A corporation may not lend money to or guarantee the obligation of a director or officer of the corporation.
(b)
This section does not apply to loans and guarantees authorized or permitted by any other statute that regulates any special class of corporation.
(c)
This section does not apply to:
(1)
Advances to pay reimbursable expenses reasonably expected to be incurred by a director or officer;
(2)
Advances to pay premiums on life insurance if the advance is secured by the cash value of the policy;
(3)
Advances pursuant to part 5 of this chapter;
(4)
Loans or advances pursuant to employee benefit plans; or
(5)
Loans to pay relocation expenses.
(d)
Neither a sale on credit in the ordinary course of business nor a life insurance policy loan shall be subject to the restrictions of this section.
(e)
The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan.
Amended by 2014 Tenn. Acts, ch. 899,s 40, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.32.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 3 - STANDARDS OF CONDUCT (§§ 48-58-301 — 48-58-304) › Section 48-58-304 - [Repealed] [Repealed]

Repealed by 2014 Tenn. Acts, ch. 899, s 41, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.33.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 4 - OFFICERS (§§ 48-58-401 — 48-58-406) › Section 48-58-401 - Required officers

(a)
A corporation has the officers described in its bylaws or designated by its board of directors in accordance with the bylaws; provided, that every corporation shall have a president and a secretary. 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 members' meetings and for authenticating records of the corporation.
(d)
The same individual may simultaneously hold more than one (1) office in a corporation, except the offices of president and secretary.
Acts 1987, ch. 242, § 8.40; 1989, ch. 445, § 7.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 4 - OFFICERS (§§ 48-58-401 — 48-58-406) › Section 48-58-402 - 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 and authority of other officers.
Acts 1987, ch. 242, § 8.41.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 4 - OFFICERS (§§ 48-58-401 — 48-58-406) › Section 48-58-403 - 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 interests 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 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)
The duty of an officer includes the obligation to inform:
(1)
The superior officer to whom, or the board of directors or the committee thereof to which, the officer reports, of information about the affairs of the nonprofit corporation known to the officer, within the scope of the officer's functions and known to the officer to be material to the superior officer, board or committee; and
(2)
The officer's superior officer, or another appropriate person within the nonprofit corporation, or the board of directors, or a committee thereof, of any action or probable material violation of law involving the corporation or material breach of duty to the corporation by an officer, employee, or agent of the corporation, that the officer believes has occurred or is likely to occur.
(d)
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.
(e)
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.
Amended by 2014 Tenn. Acts, ch. 899,s 42, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.42.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 4 - OFFICERS (§§ 48-58-401 — 48-58-406) › Section 48-58-404 - 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 effective unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the later effective date, its board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
(b)
A board 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 1987, ch. 242, § 8.43.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 4 - OFFICERS (§§ 48-58-401 — 48-58-406) › Section 48-58-405 - Contract rights of officers - Removal

(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.
(c)
Except as provided in the charter or bylaws, an officer may be removed at any time with or without cause by the appointing officer unless the board provides otherwise. In this section, "appointing officer" means the officer (including any successor to that officer) who appointed the officer resigning or being removed.
Amended by 2014 Tenn. Acts, ch. 899,s 43, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.44.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 4 - OFFICERS (§§ 48-58-401 — 48-58-406) › Section 48-58-406 - 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 1987, ch. 242, § 8.45.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 5 - INDEMNIFICATION (§§ 48-58-501 — 48-58-509) › Section 48-58-501 - 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, is or was a member of a committee of the board, or an individual who, while a director of a corporation or an individual serving on a committee of the board, is or was serving at the corporation's request as a director, member of a committee of the board, officer, partner, trustee, employee, or agent of another foreign or domestic for-profit or nonprofit 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 contract requires otherwise, the estate or personal representative of a director;
(3)
"Expenses" include 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 actually incurred with respect to a proceeding;
(5)
"Official capacity" means:
(A)
When used with respect to a director, the office of director in a corporation; and
(B)
When used with respect to an individual other than a director, as contemplated in §
48-58-507
, 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. "Official capacity" does not include service for any other foreign or domestic profit or nonprofit 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.
Amended by 2014 Tenn. Acts, ch. 899,s 45, eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899,s 44, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.50.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 5 - INDEMNIFICATION (§§ 48-58-501 — 48-58-509) › Section 48-58-502 - 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 requirements 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;
(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;
(3)
For any breach of the director's duty of loyalty to the corporation or its members;
(4)
For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or
(5)
Under §
48-58-302
.
Amended by 2014 Tenn. Acts, ch. 899,s 46, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.51.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 5 - INDEMNIFICATION (§§ 48-58-501 — 48-58-509) › Section 48-58-503 - Mandatory indemnification

Unless limited by its charter, a corporation shall indemnify a director to the extent the director was successful, on the merits or otherwise, or who is immune from suit under §
48-58-601
, 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.
Amended by 2014 Tenn. Acts, ch. 899,s 47, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.52.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 5 - INDEMNIFICATION (§§ 48-58-501 — 48-58-509) › Section 48-58-504 - 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 document of the director's good faith belief that the director has met the standard of conduct described in §
48-58-502
or is immune from suit under §
48-58-601
;
(2)
The director furnishes the corporation a document, 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 §
48-58-506
.
Amended by 2014 Tenn. Acts, ch. 899,s 48, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.53.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 5 - INDEMNIFICATION (§§ 48-58-501 — 48-58-509) › Section 48-58-505 - 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 in the amount it considers proper if it determines the director is:
(1)
Entitled to mandatory indemnification under §
48-58-503
, 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 §
48-58-502(a)
or was adjudged liable as described in §
48-58-502(d)
, but, if the director was adjudged so liable, indemnification is limited to reasonable expenses incurred.
Acts 1987, ch. 242, § 8.54.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 5 - INDEMNIFICATION (§§ 48-58-501 — 48-58-509) › Section 48-58-506 - Determination and authorization of indemnification

(a)
A corporation may not indemnify a director who is not a qualified director under §
48-58-502
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 §
48-58-502
.
(b)
The determination shall be made by:
(1)
The board of directors by majority vote of a quorum consisting of directors whether or not at the time are parties to the proceeding;
(2)
If a quorum cannot be obtained under subdivision (b)(1), 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 proceedings;
(3)
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 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);
(4)
The members, but directors who are at the time parties to the proceeding may not vote on the determination; or
(5)
Qualified directors as provided in §
48-58-703
.
(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 independent 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.
Amended by 2014 Tenn. Acts, ch. 899,Secs.s50, s51 eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899,s 49, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.55.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 5 - INDEMNIFICATION (§§ 48-58-501 — 48-58-509) › Section 48-58-507 - 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 §
48-58-503
, and is entitled to apply for court-ordered indemnification under §
48-58-505
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 1987, ch. 242, § 8.56.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 5 - INDEMNIFICATION (§§ 48-58-501 — 48-58-509) › Section 48-58-508 - 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 business or nonprofit 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 §
48-58-502
or §
48-58-503
.
Acts 1987, ch. 242, § 8.57.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 58 - DIRECTORS AND OFFICERS (§§ 48-58-101 — 48-58-704) › Part 5 - INDEMNIFICATION (§§ 48-58-501 — 48-58-509) › Section 48-58-509 - Applicability of part

(a)
(1)
The indemnification and advancement of expenses granted pursuant to, or provided by, chapters 51-68 of this title shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled, whether contained in chapters 51-68 of this title, the charter, or the bylaws or, when authorized by such charter or bylaws, in a resolution of members, 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 or officer if a judgment or other final adjudication adverse to the director or officer establishes the director's or officer's liability:
(A)
For any breach of the duty of loyalty to the corporation or its members;
(B)
For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(C)
For a director's or officer's conflicting interest transaction under part 7 of this chapter; or
(D)
Under §
48-58-302
.
(2)
Nothing contained in chapters 51-68 of this title shall affect any rights to indemnification to which corporate personnel, other than directors and officers, may be entitled by contract or otherwise under law. If the charter limits indemnification or advancement for expenses, indemnification and advancement 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 appearing as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.
(c)
This part does not limit a corporation's power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee, agent, or volunteer.
Amended by 2014 Tenn. Acts, ch. 899,s 53, eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899,s 52, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.58.