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 16 - SHARES AND DISTRIBUTIONS (§§ 48-16-101 — 48-16-401) › Part 2 - ISSUANCE OF SHARES (§§ 48-16-201 — 48-16-209) › Section 48-16-208 - Restriction on transfer of shares and other securities

(a)
The charter, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.
(b)
A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by §
48-16-207(b)
. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.
(c)
A restriction on the transfer or registration of transfer of shares is authorized:
(1)
To maintain the corporation's status when it is dependent on the number or identity of its shareholders;
(2)
To preserve exemptions under federal or state securities law; or
(3)
For any other reasonable purpose.
(d)
A restriction on the transfer or registration of transfer of shares may:
(1)
Obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares;
(2)
Obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares;
(3)
Require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or
(4)
Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.
(e)
For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
Acts 1986, ch. 887, § 6.27.
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 16 - SHARES AND DISTRIBUTIONS (§§ 48-16-101 — 48-16-401) › Part 2 - ISSUANCE OF SHARES (§§ 48-16-201 — 48-16-209) › Section 48-16-209 - Expense of issue

A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.
Acts 1986, ch. 887, § 6.28.
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 16 - SHARES AND DISTRIBUTIONS (§§ 48-16-101 — 48-16-401) › Part 3 - SUBSEQUENT ACQUISITION OF SHARES BY SHAREHOLDERS AND CORPORATION (§§ 48-16-301 — 48-16-302) › Section 48-16-302 - Corporation's acquisition of its own shares

(a)
(1)
A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.
(2)
Shares of a class or a series, the preferences, limitations and relative rights of which were determined by the board of directors pursuant to §
48-16-102
, that are acquired by the corporation shall constitute authorized but unissued shares having the same preferences, limitations and relative rights as the shares so acquired; provided, that, if the charter so provides, such authorized but unissued shares may instead constitute or be included in a class of shares with respect to which the board may again determine the preferences, limitations and relative rights under §
48-16-102
.
(b)
If the charter prohibits the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the charter.
(c)
The board of directors may adopt articles of amendment that are required by subsection (b) without shareholder action, and deliver them to the secretary of state for filing. The articles must set forth:
(1)
The name of the corporation;
(2)
The reduction in the number of authorized shares, itemized by class and series; and
(3)
The total number of authorized shares, itemized by class and series, remaining after reduction of the shares.
Acts 1986, ch. 887, § 6.31; 1994, ch. 776, § 18.
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 17 - SHAREHOLDERS (§§ 48-17-101 — 48-17-401) › Part 1 - MEETINGS (§§ 48-17-101 — 48-17-110) › Section 48-17-101 - Annual meeting

(a)
Unless directors are elected by written consent in lieu of an annual meeting as permitted by §
48-17-104
, a corporation shall hold a meeting of shareholders annually at a time stated in, or fixed in accordance with, the bylaws.
(b)
Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office.
(c)
The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
Acts 1986, ch. 887, § 7.01; 2012, ch. 1051, § 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 17 - SHAREHOLDERS (§§ 48-17-101 — 48-17-401) › Part 1 - MEETINGS (§§ 48-17-101 — 48-17-110) › Section 48-17-102 - Special meeting

(a)
A corporation shall hold a special meeting of shareholders:
(1)
On call of its board of directors or the person or persons authorized to do so by the charter or bylaws; or
(2)
Unless the charter otherwise provides, if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held.
(b)
If not otherwise fixed under §
48-17-103
or §
48-17-107
, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.
(c)
Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.
(d)
Only business within the purpose or purposes described in the meeting notice required by §
48-17-105(c)
may be conducted at a special shareholders' meeting.
Acts 1986, ch. 887, § 7.02; 1989, ch. 451, § 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 17 - SHAREHOLDERS (§§ 48-17-101 — 48-17-401) › Part 1 - MEETINGS (§§ 48-17-101 — 48-17-110) › Section 48-17-103 - Court-ordered meeting

(a)
A court of record having equity jurisdiction in the county where a corporation's principal office (or, if none in this state, its registered office) is located may summarily order a meeting to be held on application of:
(1)
Any shareholder of the corporation entitled to participate in an annual meeting, if an annual meeting was not held within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting; or
(2)
A shareholder who signed a demand for a special meeting valid under §
48-17-102
, if:
(A)
Notice of the special meeting was not given within one (1) month after the date the demand was delivered to the corporation's secretary; or
(B)
The special meeting was not held in accordance with the notice.
(b)
The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters) and enter other orders necessary to accomplish the purpose or purposes of the meeting.
Acts 1986, ch. 887, § 7.03; 1987, ch. 273, § 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 17 - SHAREHOLDERS (§§ 48-17-101 — 48-17-401) › Part 1 - MEETINGS (§§ 48-17-101 — 48-17-110) › Section 48-17-105 - Notice of meeting

(a)
A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than ten (10) days nor more than two (2) months before the meeting date. Unless chapters 11-27 of this title or the charter requires otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.
(b)
Unless chapters 11-27 of this title or the charter requires otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.
(c)
Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called.
(d)
If not otherwise fixed under §
48-17-103
or §
48-17-107
, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the close of business on the day before the first notice is mailed or otherwise dispatched to shareholders.
(e)
Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under §
48-17-107
, however, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date.
(f)
A certificate of the secretary or other person giving the notice, or of a transfer agent of the corporation, that the notice required by this section has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
Acts 1986, ch. 887, § 7.05; 1994, ch. 776, § 21.
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 17 - SHAREHOLDERS (§§ 48-17-101 — 48-17-401) › Part 1 - MEETINGS (§§ 48-17-101 — 48-17-110) › Section 48-17-106 - Waiver of notice

(a)
A shareholder 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. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b)
A shareholder's attendance at a meeting:
(1)
Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting (or promptly upon the shareholder's arrival) objects to holding the meeting or transacting business at the meeting; and
(2)
Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
Acts 1986, ch. 887, § 7.06.
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 17 - SHAREHOLDERS (§§ 48-17-101 — 48-17-401) › Part 1 - MEETINGS (§§ 48-17-101 — 48-17-110) › Section 48-17-107 - Record date

(a)
The bylaws may fix or provide the manner of fixing the record date for one (1) or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.
(b)
A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders.
(c)
A determination of shareholders entitled to notice of or vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than four (4) months after the date fixed for the original meeting.
(d)
If a court orders a meeting adjourned to a date more than four (4) months after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.
Acts 1986, ch. 887, § 7.07.
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 17 - SHAREHOLDERS (§§ 48-17-101 — 48-17-401) › Part 1 - MEETINGS (§§ 48-17-101 — 48-17-110) › Section 48-17-108 - Waiver or approval by fiduciaries

Each fiduciary, including such acting as executor, administrator, guardian, committee, agent, or trustee, who is a shareholder of record, whether the corporation issuing such shares is foreign or domestic, may waive notice or lapse of time pursuant to §
48-17-106
and may consent to the taking of any corporate action pursuant to §
48-17-104
.
Acts 1986, ch. 887, § 7.08.
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 17 - SHAREHOLDERS (§§ 48-17-101 — 48-17-401) › Part 1 - MEETINGS (§§ 48-17-101 — 48-17-110) › Section 48-17-109 - Shareholder meetings using remote communication

(a)
Unless the charter or bylaws provide otherwise, and subject to guidelines and procedures as the corporation may adopt, a corporation may permit any or all shareholders and proxyholders to participate in a regular or special meeting by, and the corporation may conduct the meeting through the use of, any means of remote communication if:
(1)
The corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder or proxyholder;
(2)
The corporation implements reasonable measures to provide shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings; and
(3)
The corporation maintains a record of any vote or other action taken by a shareholder or proxyholder that is taken by means of remote communication.
(b)
A shareholder or proxyholder who participates in a meeting by the means described in this section, whether the meeting is to be held at a designated place or solely by means of remote communication, is deemed to be present in person at the meeting.
Amended by 2021 Tenn. Acts, ch. 85, s 1, eff. 4/7/2021.
Acts 1994, ch. 776, § 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 17 - SHAREHOLDERS (§§ 48-17-101 — 48-17-401) › Part 1 - MEETINGS (§§ 48-17-101 — 48-17-110) › Section 48-17-110 - Conduct of the meeting

(a)
At each meeting of shareholders, a chair shall preside. The chair shall be appointed as provided in the bylaws or, in the absence of such provision, by the board.
(b)
The chair, unless the charter or bylaws provide otherwise, shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting.
(c)
Any rules adopted for, and the conduct of, the meeting shall be fair to shareholders.
(d)
The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes nor any revocations or changes thereto may be accepted.
Acts 2012, ch. 1051, § 27.
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 17 - SHAREHOLDERS (§§ 48-17-101 — 48-17-401) › Part 2 - VOTING (§§ 48-17-201 — 48-17-210) › Section 48-17-201 - Shareholders' list for meeting

(a)
After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group (and within each voting group by class or series of shares) and show the address of and number of shares held by each shareholder, in each case as reflected in the records of the corporation.
(b)
The shareholders' list must be available for inspection by any shareholder, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder, or the shareholder's agent or attorney, is entitled on written demand to inspect and, subject to the requirements of §
48-26-102(c)
, to copy the list, during regular business hours and at such shareholder's or agent's expense, during the period it is available for inspection.
(c)
The corporation shall make the shareholders' list available at the meeting, and any shareholder, or the shareholder's agent or attorney, is entitled to inspect the list at any time during the meeting or any adjournment. If the right to vote at any meeting is challenged, the person presiding may rely on such list as evidence of the right of the person challenged to vote at such meeting.
(d)
If the corporation refuses to allow a shareholder, the shareholder's agent, or attorney to inspect the shareholders' list before or at the meeting (or copy the list as permitted by subsection (b)), a court of record having equity jurisdiction in the county where a corporation's principal office (or, if none in this state, its registered office) is located, on application of the shareholder, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.
(e)
Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.
Acts 1986, ch. 887, § 7.20; 1994, ch. 776, § 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 17 - SHAREHOLDERS (§§ 48-17-101 — 48-17-401) › Part 2 - VOTING (§§ 48-17-201 — 48-17-210) › Section 48-17-202 - Voting entitlement of shares

(a)
Except as provided in subsections (b) and (c) or unless the charter provides otherwise, each outstanding share, regardless of class, is entitled to one (1) vote on each matter voted on at a shareholders' meeting. Except as provided in subsection (f), only shares are entitled to vote.
(b)
Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation, and no such shares shall be counted in determining the total number of outstanding shares of the corporation at any given time.
(c)
Subsection (b) does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.
(d)
Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares, and no such shares shall be counted in determining the total number of outstanding shares of the corporation at any given time.
(e)
Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws of such corporation may prescribe or, in the absence of a bylaw provision, as the board of directors of such corporation may determine. The corporation whose shares are being voted may rely on the representations of such officer, agent, or proxy as to the authority unless such authority is questioned.
(f)
A corporation may in its charter confer upon the holders of any bonds, debentures or other debt obligations the power to vote in respect of its corporate affairs and management of the corporation to the extent and in the manner provided in the charter and may confer upon such holders of bonds, debentures or other debt obligations the same right of inspection of its books, accounts and other records, and also any other rights, which the shareholders of the corporation have or may have by reason of chapters 11-27 of this title or of its charter. If and to the extent the charter so provides, such holders shall be deemed to be shareholders, and their bonds, debentures or other debt obligations shall be deemed to be shares of stock, for the purpose of any provision of this title which requires the vote of shareholders as a prerequisite to any corporate action, and the charter may divest the holders of shares of capital stock, in whole or in part, of their right to vote on any corporate matter whatsoever, except as set forth in §
48-20-104
.
Acts 1986, ch. 887, § 7.21; 1994, ch. 776, §§ 24, 25.
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 17 - SHAREHOLDERS (§§ 48-17-101 — 48-17-401) › Part 2 - VOTING (§§ 48-17-201 — 48-17-210) › Section 48-17-204 - Shares held by nominees

(a)
A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.
(b)
The procedure may set forth:
(1)
The types of nominees to which it applies;
(2)
The rights or privileges that the corporation recognizes in a beneficial owner;
(3)
The manner in which the procedure is selected by the nominee;
(4)
The information that must be provided when the procedure is selected;
(5)
The period for which selection of the procedure is effective; and
(6)
Other aspects of the rights and duties created.
Acts 1986, ch. 887, § 7.23.
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 17 - SHAREHOLDERS (§§ 48-17-101 — 48-17-401) › Part 2 - VOTING (§§ 48-17-201 — 48-17-210) › Section 48-17-205 - Corporation's acceptance of votes

(a)
If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder.
(b)
If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if:
(1)
The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;
(2)
The name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(3)
The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(4)
The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or
(5)
Two (2) or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the co-owners and the person signing appears to be acting on behalf of all the co-owners.
(c)
The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder.
(d)
The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the shareholder for the consequences of the acceptance or rejection.
(e)
Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
Acts 1986, ch. 887, § 7.24.
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 17 - SHAREHOLDERS (§§ 48-17-101 — 48-17-401) › Part 2 - VOTING (§§ 48-17-201 — 48-17-210) › Section 48-17-206 - Quorum and voting requirements for voting groups

(a)
Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the charter or chapters 11-27 of this title provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. If a quorum of the shares entitled to vote as a voting group shall fail to be obtained at any meeting, the chair of the meeting or the holders of a majority of the shares of such voting group who are present, in person or by proxy, may adjourn the meeting to another place, date or time and no notice of such place, date or time need be given except as required in §
48-17-105(e)
.
(b)
Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
(c)
If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the charter or chapters 11-27 of this title requires a greater number of affirmative votes.
(d)
A charter amendment adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) is governed by §
48-17-208
.
(e)
The election of directors is governed by §
48-17-209
.
Acts 1986, ch. 887, § 7.25; 1994, ch. 776, § 28.
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 17 - SHAREHOLDERS (§§ 48-17-101 — 48-17-401) › Part 2 - VOTING (§§ 48-17-201 — 48-17-210) › Section 48-17-207 - Action by single and multiple voting groups

(a)
If the charter or chapters 11-27 of this title provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by the voting group as provided in §
48-17-206
.
(b)
If the charter or chapters 11-27 of this title provide for voting by two (2) or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in §
48-17-206
. Action may be taken by one (1) voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.
Acts 1986, ch. 887, § 7.26.
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 17 - SHAREHOLDERS (§§ 48-17-101 — 48-17-401) › Part 2 - VOTING (§§ 48-17-201 — 48-17-210) › Section 48-17-208 - Greater quorum or voting requirements

(a)
The charter may provide for a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is provided for by chapters 11-27 of this title.
(b)
An amendment to the charter that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
Acts 1986, ch. 887, § 7.27.
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 17 - SHAREHOLDERS (§§ 48-17-101 — 48-17-401) › Part 2 - VOTING (§§ 48-17-201 — 48-17-210) › Section 48-17-209 - Voting for directors - Cumulative voting

(a)
Unless otherwise provided in the charter, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.
(b)
Shareholders do not have a right to cumulate their votes for directors unless the charter so provides.
(c)
A statement included in the charter that "(all) (a designated voting group of) shareholders are entitled to cumulate their votes for directors" (or words of similar import) means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two (2) or more candidates.
(d)
Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless:
(1)
The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or
(2)
A shareholder who has the right to cumulate that shareholder's votes gives notice to the corporation no fewer than forty-eight (48) hours before the time set for the meeting of that shareholder's intent to cumulate that shareholder's votes during the meeting, and if one (1) shareholder gives this notice, all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.
Acts 1986, ch. 887, § 7.28.
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 17 - SHAREHOLDERS (§§ 48-17-101 — 48-17-401) › Part 2 - VOTING (§§ 48-17-201 — 48-17-210) › Section 48-17-210 - Shareholders presumed sui juris

A corporation may treat any of its shareholders as sui juris until written notice to the contrary is received by the corporation.
Acts 1986, ch. 887, § 7.29.
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 17 - SHAREHOLDERS (§§ 48-17-101 — 48-17-401) › Part 3 - VOTING TRUSTS AND SHAREHOLDERS' AGREEMENTS (§§ 48-17-301 — 48-17-302) › Section 48-17-301 - Voting trusts

(a)
One (1) stockholder, or two (2) or more stockholders by agreement, may in writing deposit capital stock of an original issue with or transfer capital stock to any person or entity authorized to act as trustee, for the purpose of vesting in the person or entity, who may be designated voting trustee, or voting trustees, the right to vote thereon for any period of time determined by such agreement, upon the terms and conditions stated in such agreement. The agreement may contain any other lawful provisions not inconsistent with such purpose. After delivery of a copy of the agreement to the registered office of the corporation in this state or the principal place of business of the corporation, which copy must be open to the inspection of any stockholder of the corporation or any beneficiary of the trust under the agreement daily during business hours, certificates of stock or uncertificated stock must be issued to the voting trustee or trustees to represent any stock of an original issue so deposited with such voting trustee or trustees, and any certificates of stock or uncertificated stock so transferred to the voting trustee or trustees must be surrendered and cancelled and new certificates or uncertificated stock must be issued to the voting trustee or trustees. A certificate so issued must state that it is issued pursuant to such agreement, and that fact must also be stated in the stock ledger of the corporation. The voting trustee or trustees may vote the stock so issued or transferred during the period specified in the agreement. Stock standing in the name of the voting trustee or trustees may be voted either in person or by proxy, and in voting the stock, the voting trustee or trustees shall not incur responsibility as stockholder, trustee, or otherwise, except for their own individual malfeasance. In any case where two (2) or more persons or entities are designated as voting trustees, and the right and method of voting any stock standing in their names at any meeting of the corporation are not fixed by the agreement appointing the trustees, the right to vote the stock and the manner of voting it at the meeting shall be determined by a majority of the trustees, or if the trustees are equally divided as to the right and manner of voting the stock in any particular case, the vote of the stock in such case must be divided equally among the trustees.
(b)
Any amendment to a voting trust agreement must be made by a written agreement, a copy of which must be delivered to the registered office of the corporation in this state or principal place of business of the corporation.
(c)
This section does not invalidate any voting or other agreement among stockholders or any irrevocable proxy that is not otherwise illegal.
Amended by 2022 Tenn. Acts, ch. 877, s 18, eff. 4/14/2022.
Acts 1986, ch. 887, § 7.30.
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 17 - SHAREHOLDERS (§§ 48-17-101 — 48-17-401) › Part 3 - VOTING TRUSTS AND SHAREHOLDERS' AGREEMENTS (§§ 48-17-301 — 48-17-302) › Section 48-17-302 - Shareholders' agreements

(a)
An agreement between two (2) or more shareholders, if in writing and signed by the parties thereto, may provide that, in exercising any voting rights, the shares held by them shall be voted as therein provided, or as they may agree, or as determined in accordance with a procedure agreed upon by them. Nothing in this subsection (a) shall impair the right of the corporation to treat the shareholders of record as entitled to vote the shares standing in their names. A voting agreement created under this section is not subject to §
48-17-301
and may be specifically enforced.
(b)
No written agreement to which all or less than all the shareholders have actually assented, whether embodied in the charter or bylaws or in any agreement in writing signed by all the parties thereto, which agreement relates to any phase of the affairs of the corporation, whether to the management of its business or to the division of its profits or otherwise, shall be invalid as between the parties thereto on the ground that it is an attempt by the parties thereto to restrict the discretion of the board of directors in its management of the business of the corporation or to treat the corporation as if it were a partnership or to arrange their relationships in a manner that would be appropriate only between partners.
(c)
A transferee of shares in a corporation whose shareholders have entered into an agreement authorized by subsection (a) or (b) shall be bound by such agreement if the transferee takes the shares with notice thereof. A transferee shall be deemed to have notice of any such agreement or any such renewal if the existence thereof is noted on the face or back of the certificate or certificates representing such shares.
(d)
The effect of any agreement authorized by subsection (b) shall be to relieve the directors and impose upon the shareholders assenting thereto the liability for managerial acts or omissions that is imposed on directors by law, to the extent that and so long as the discretion or powers of the board of directors, in its management of corporate affairs, are controlled by any such agreement.
Acts 1986, ch. 887, § 7.31; 1994, ch. 776, §§ 29, 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 17 - SHAREHOLDERS (§§ 48-17-101 — 48-17-401) › Part 4 - DERIVATIVE PROCEEDINGS (§ 48-17-401) › Section 48-17-401 - Procedure in derivative proceedings

(a)
A person may not commence a proceeding in the right of a domestic or foreign corporation unless the person was a shareholder of the corporation when the transaction complained of occurred or unless the person became a shareholder through transfer by operation of law from one who was a shareholder at that time.
(b)
A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the board of directors and either that the demand was refused or ignored or why the person did not make the demand. Whether or not a demand for action was made, if the corporation commences an investigation of the charges made in the demand or complaint, the court may stay any proceeding until the investigation is completed.
(c)
A proceeding commenced under this section may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given the shareholders affected. If notice is so directed to be given, the court may determine which one (1) or more parties to the suit shall bear the expense of giving such notice, in such proportions as the court finds to be reasonable in the circumstances, and the amount of such expense shall be awarded as special costs of the suit and recoverable in the same manner as other taxable costs.
(d)
On termination of the proceeding, the court may order:
(1)
The corporation to pay the plaintiff's reasonable expenses, including counsel fees, incurred in the proceeding, if the court finds that the proceeding has resulted in a substantial benefit to the corporation;
(2)
The plaintiff to pay any defendant's reasonable expenses, including counsel fees, incurred in defending the proceeding, if the court finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or
(3)
A party to pay an opposing party's reasonable expenses, including counsel fees, incurred because of the filing of a pleading, motion or other paper, if the court finds that the pleading, motion or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification or reversal of existing law and was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation.
(e)
For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the beneficial owner's behalf.
Acts 1986, ch. 887, § 7.40; 2008, ch. 726, § 1.
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 48-18-101 - Requirement for and duties of board of directors

(a)
Except as provided in subsection (c), each corporation must have a board of directors.
(b)
All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the charter.
(c)
A corporation having fifty (50) or fewer shareholders may dispense with or limit the authority of a board of directors by describing in its charter who will perform some or all of the duties of a board of directors; provided, that any such person or persons shall be subject to the same standards of conduct that this chapter imposes on directors in the performance of their duties.
Acts 1986, ch. 887, § 8.01.
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 48-18-102 - Qualifications of directors

The charter or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the charter or bylaws so prescribe.
Acts 1986, ch. 887, § 8.02.
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 48-18-103 - Number and election of directors

(a)
A board of directors must consist of one (1) or more individuals, with the number specified in or fixed in accordance with the charter or bylaws.
(b)
The charter or bylaws may provide that the board of directors has power to fix or change the number of directors, including an increase or decrease in the number of directors. Absent such a provision, only the shareholders may fix or change the number of directors, except as provided in subsection (c).
(c)
The charter or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders or the board of directors; provided, that unless the charter or bylaws provide otherwise, only the shareholders may change the range for the size of the board or change from a fixed to a variable-range size board or vice versa.
(d)
Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter, unless their terms are staggered under §
48-18-106
or unless their terms are for more than one (1) year as provided by §
48-18-105
.
Acts 1986, ch. 887, § 8.03.
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 48-18-104 - Election of directors by certain classes of shareholders

If the charter authorizes dividing the shares into classes or series, the charter may also authorize the election of all or a specified number of directors by the holders of one (1) or more authorized classes or series of shares. Each class (or classes) or series of shares entitled to elect one (1) or more directors is a separate voting group for purposes of the election of directors.
Acts 1986, ch. 887, § 8.04.
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 48-18-105 - Terms of directors generally

(a)
The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.
(b)
The terms of all other directors expire at the next annual shareholders' meeting following their election unless their terms are staggered under §
48-18-106
, or unless the charter provides for terms of more than one (1) year but not more than three (3) years.
(c)
A decrease in the number of directors does not shorten an incumbent director's term.
(d)
The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.
(e)
Despite the expiration of a director's term, the director continues to serve until a successor is elected and qualified or until there is a decrease in the number of directors.
Acts 1986, ch. 887, § 8.05.
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 48-18-106 - Staggered terms for directors

The charter may provide for staggering the terms of directors by dividing the total number of directors into two (2) or three (3) groups, with each group containing one half (1/2) or one third (1/3) of the total, as near as may be. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, the directors shall be chosen for a term of two (2) years or three (3) years, as the case may be, to succeed those whose terms expire.
Acts 1986, ch. 887, § 8.06.
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 48-18-107 - Resignation of directors

(a)
A director may resign at any time by delivering a written resignation to the board of directors, or its chair, or to the secretary of the corporation.
(b)
A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that it is irrevocable.
Acts 1986, ch. 887, § 8.07; 2012, ch. 1051, § 28.