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 28 - FOR-PROFIT BENEFIT CORPORATION ACT (§§ 48-28-101 — 48-28-109) › Section 48-28-103 - Chapter definitions

As used in this chapter:
(1)
"For-profit benefit corporation" means a domestic business corporation organized under and subject to the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title that intends to pursue a public benefit or public benefits;
(2)
"Foreign for-profit benefit corporation" means a for-profit corporation incorporated under a law other than the laws of this state that intends, as stated in its charter or similar governing instrument, to pursue a public benefit or public benefits and has, under that law, the status of a for-profit benefit corporation or its substantial equivalent;
(3)
"Public benefit" means a positive effect or reduction of negative effects on one (1) or more categories of persons, entities, communities, or interests, other than shareholders in their capacities as shareholders, including, but not limited to, an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific, or technological effect; and
(4)
"Public benefit provisions" means the provisions of a charter as described in §
48-28-104(d)
.
Added by 2015 Tenn. Acts, ch. 497,s 1, eff. 1/1/2016.
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 28 - FOR-PROFIT BENEFIT CORPORATION ACT (§§ 48-28-101 — 48-28-109) › Section 48-28-105 - Conspicuous notice of status of corporation as for-profit benefit corporation

(a)
Any stock certificate issued by a for-profit benefit corporation shall conspicuously note that the corporation is a for-profit benefit corporation subject to this chapter.
(b)
Any notice sent by a for-profit benefit corporation pursuant to §
48-11-202
, shall conspicuously state that the corporation is a for-profit benefit corporation subject to this chapter.
Added by 2015 Tenn. Acts, ch. 497, s 1, eff. 1/1/2016.
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 28 - FOR-PROFIT BENEFIT CORPORATION ACT (§§ 48-28-101 — 48-28-109) › Section 48-28-106 - Duties of director

(a)
In discharging the duties of the position of director of a for-profit benefit corporation, a director shall consider the effects of any contemplated, proposed, or actual transaction or other conduct on the interests of those materially affected by the corporation's conduct, including the pecuniary interests of shareholders, and the public benefit or public benefits identified in its charter and shall not give regular, presumptive, or permanent priority to the interests of any individual constituency or limited group of constituencies materially affected by the corporation's conduct, including the pecuniary interests of shareholders.
(b)
A director of a for-profit benefit corporation shall not, by virtue of the public benefit provisions authorized by §
48-28-104(d)
, have any duty to any person on account of any interest of such person in the public benefit or public benefits identified in the charter. A director who performs the duties of a director stated in subsection (a) is not liable by reason of being or having been a director of a for-profit benefit corporation under §
48-18-301
.
(c)
The charter of a for-profit benefit corporation may include a provision that any disinterested failure to satisfy this section shall not, for the purposes of §§
48-18-301
and
48-18-302
or §§
48-18-501
- 48-18-509, constitute an act or omission not in good faith, or a breach of the duty of loyalty.
Added by 2015 Tenn. Acts, ch. 497, s 1, eff. 1/1/2016.
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 28 - FOR-PROFIT BENEFIT CORPORATION ACT (§§ 48-28-101 — 48-28-109) › Section 48-28-107 - Notice of meetings - Annual benefit reports - Use of third-party standard or certification addressing promotion of public benefit or benefits

(a)
A for-profit benefit corporation shall include in every notice of a meeting of shareholders a statement to the effect that it is a for-profit benefit corporation subject to this chapter.
(b)
No later than four (4) months after the close of a for-profit benefit corporation's fiscal year, the for-profit benefit corporation shall deliver to its shareholders an annual benefit report covering the immediately preceding fiscal year. The annual benefit report shall state the name of the for-profit benefit corporation and contain, with regard to the period covered by the report, a narrative description of:
(1)
The ways in which the corporation pursued the public benefit or public benefits stated in its charter;
(2)
The extent to which that public benefit purpose or purposes were pursued and achieved; and
(3)
Any material circumstances that hindered efforts to pursue or achieve the public benefit or public benefits.
(c)
A for-profit benefit corporation is not required to have its annual benefit report audited, certified, or otherwise evaluated by a third party.
(d)
A for-profit benefit corporation shall post its annual benefit reports on the public portion of its website, if any; provided, the compensation paid to directors and financial or proprietary information may be omitted from the posted annual benefit reports.
(e)
If a for-profit benefit corporation does not have a website, the for-profit benefit corporation shall provide a copy of its most recent annual benefit report, without charge, to any person who requests a copy; provided, the compensation paid to directors and financial or proprietary information may be omitted from the provided annual benefit reports.
(f)
The charter or bylaws of a for-profit benefit corporation may require that the corporation use a third-party standard in connection with or attain a periodic third-party certification addressing the corporation's promotion of the public benefit or public benefits identified in the charter or the best interests of those materially affected by the corporation's conduct.
Added by 2015 Tenn. Acts, ch. 497, s 1, eff. 1/1/2016.
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 28 - FOR-PROFIT BENEFIT CORPORATION ACT (§§ 48-28-101 — 48-28-109) › Section 48-28-108 - Standing to maintain derivative suit

Shareholders of a for-profit benefit corporation owning individually or collectively, as of the date of instituting the derivative suit, at least two percent (2%) of the corporation's outstanding shares or, in the case of a corporation with shares listed on a national securities exchange, the lesser of that percentage or shares having at least two million dollars ($2,000,000) in aggregate market value, may maintain a derivative lawsuit to enforce a director's duties set forth in §
48-28-106(a)
. For purposes of this section, "aggregate market value" means the average of the high and low trading values multiplied by the number of shares issued and outstanding determined as of the last trading day immediately preceding the date of filing the derivative suit.
Added by 2015 Tenn. Acts, ch. 497,s 1, eff. 1/1/2016.
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 28 - FOR-PROFIT BENEFIT CORPORATION ACT (§§ 48-28-101 — 48-28-109) › Section 48-28-109 - Applicability of chapter as to business corporations that are not for-profit benefit corporations

This chapter shall not affect a statute or other rule of law applicable to a domestic business corporation that is not a for-profit benefit corporation, except as provided in §
48-28-104
. Specifically, no implication is made by, and no inference may be drawn from, the enactment of this chapter as to whether, in exercising their duties, the officers or directors of a domestic business corporation that is not a for-profit benefit corporation may consider the impact of the corporation's transactions or other conduct on:
(1)
The interests of those materially affected by the corporation's conduct, including the pecuniary interests of shareholders; or
(2)
Any public benefit or public benefits identified in its charter.
Added by 2015 Tenn. Acts, ch. 497, s 1, eff. 1/1/2016.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 51 - GENERAL PROVISIONS (§§ 48-51-101 — 48-51-701) › Part 1 - SHORT TITLE AND RESERVATION OF POWER (§§ 48-51-101 — 48-51-104) › Section 48-51-101 - Short title

Chapters 51-68 of this title shall be known and may be cited as the "Tennessee Nonprofit Corporation Act."
Acts 1987, ch. 242, § 1.01.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 51 - GENERAL PROVISIONS (§§ 48-51-101 — 48-51-701) › Part 1 - SHORT TITLE AND RESERVATION OF POWER (§§ 48-51-101 — 48-51-104) › Section 48-51-102 - Reservation of power to amend or repeal

The general assembly has the power to amend or repeal all or part of chapters 51-68 of this title at any time, and all domestic and foreign corporations subject to chapters 51-68 of this title shall be governed by the amendment or repeal.
Acts 1987, ch. 242, § 1.02.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 51 - GENERAL PROVISIONS (§§ 48-51-101 — 48-51-701) › Part 1 - SHORT TITLE AND RESERVATION OF POWER (§§ 48-51-101 — 48-51-104) › Section 48-51-103 - Eminent domain

Chapters 51-68 of this title do not repeal or affect the right or power of eminent domain under other existing laws, and any corporation which shall have the power of eminent domain under existing laws shall have the power to the same extent and in the same manner as if organized under chapters 51-68 of this title, and all statutes of this state granting the power of eminent domain and making compensation shall remain in force and effect and applicable to the appropriate existing corporations and to the appropriate corporations organized under chapters 51-68 of this title.
Acts 1987, ch. 242, § 1.03.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 51 - GENERAL PROVISIONS (§§ 48-51-101 — 48-51-701) › Part 1 - SHORT TITLE AND RESERVATION OF POWER (§§ 48-51-101 — 48-51-104) › Section 48-51-104 - Applicability

Chapters 51-68 of this title shall apply to every nonprofit corporation now existing or hereafter formed; provided, that if there are other specific statutory provisions which govern the formation of, impose restrictions or requirements on, confer special powers, privileges or authorities on, or fix special procedures or methods for, special categories of corporations, then to the extent such provisions are inconsistent with or different from chapters 51-68 of this title, such provisions shall prevail.
Acts 1987, ch. 242, § 1.04.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 51 - GENERAL PROVISIONS (§§ 48-51-101 — 48-51-701) › Part 3 - FILING DOCUMENTS (§§ 48-51-301 — 48-51-310) › Section 48-51-302 - Forms and filing methods

(a)
The secretary of state may prescribe and furnish forms and filing methods for all filings required by this title.
(b)
If the secretary of state so requires, then use of these forms is mandatory.
Amended by 2020 Tenn. Acts, ch. 719, s 9, eff. 6/22/2020.
Amended by 2014 Tenn. Acts, ch. 899, s 10, eff. 1/1/2015.
Acts 1987, ch. 242, § 1.31.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 51 - GENERAL PROVISIONS (§§ 48-51-101 — 48-51-701) › Part 3 - FILING DOCUMENTS (§§ 48-51-301 — 48-51-310) › Section 48-51-304 - Effective time and date of document

(a)
Except as provided in subsection (b) and §
48-51-305(c)
, a document accepted for filing is effective:
(1)
At the time of filing on the date it is filed by the secretary of state, as evidenced by the secretary of state's date and time endorsement on the original document; or
(2)
At the time specified in the document as its effective time on the date it is filed.
(b)
A document may specify a delayed effective time and date and, if it does so, the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed by the secretary of state. Notwithstanding the foregoing, documents specified in §
48-51-303(a)(3)-(7), (16), (20), (21), (25), (31), (33), (34)
, may not specify a delayed effective time and date.
(c)
The secretary of state shall not file any charter or application for a certificate of authority unless that document designates the registered agent and registered office of such domestic or foreign corporation in accordance with chapters 55 and 65 of this title. The secretary of state shall not file any other document under chapters 51-68 of this title if at the time of filing the domestic or foreign corporation does not have a registered agent or registered office designated at such time, unless at the time such document is received for filing the secretary of state also receives for filing a statement designating such registered agent or registered office, or both.
Amended by 2014 Tenn. Acts, ch. 899,s 13, eff. 1/1/2015.
Acts 1987, ch. 242, § 1.33; 1991, ch. 188, § 13.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 51 - GENERAL PROVISIONS (§§ 48-51-101 — 48-51-701) › Part 3 - FILING DOCUMENTS (§§ 48-51-301 — 48-51-310) › Section 48-51-305 - Correcting filed document

(a)
A domestic or foreign corporation may correct a document filed by the secretary of state if the document:
(1)
Contains an incorrect statement; or
(2)
Was defectively executed, attested, sealed, verified, or acknowledged.
(b)
A document is corrected by:
(1)
Preparing articles of correction that:
(A)
Describe the document (including its filing date) or attach a copy of it to the articles;
(B)
Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and
(C)
Correct the incorrect statement or defective execution; and
(2)
Delivering the articles to the secretary of state for filing.
(c)
Articles of correction are effective on the effective time and date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
Acts 1987, ch. 242, § 1.34.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 51 - GENERAL PROVISIONS (§§ 48-51-101 — 48-51-701) › Part 3 - FILING DOCUMENTS (§§ 48-51-301 — 48-51-310) › Section 48-51-306 - Filing duty of secretary of state

(a)
If the form and filing of a document delivered to the office of the secretary of state for filing satisfies the requirements of §
48-51-301
, and of all other applicable sections or rules that add to these requirements, then the secretary of state must file it.
(b)
The secretary of state files a document by stamping or otherwise endorsing "Filed", together with the secretary of state's name and official title and the date and time of receipt, on the document. After filing a document, except for filings pursuant to §§
48-55-103
,
48-65-109
, and
48-66-203
, the secretary of state shall deliver the document, with the filing fee receipt, or acknowledgement of receipt if no fee is required, attached, to the domestic or foreign corporation or its representative in due course. A domestic or foreign corporation or its representative may present to the secretary of state an exact or conformed copy of the document presented for filing, together with the document and, in that event, the secretary of state shall stamp or otherwise endorse the exact or conformed copy "Filed", together with the secretary of state's name and official title and the date and time of receipt, and immediately return the exact or conformed copy to the party filing the original of the document.
(c)
If the secretary of state refuses to file a document, then the secretary of state must return the document to the domestic or foreign corporation or its representative within a reasonable time after the document was received for filing, together with a brief, written explanation of the reason for the secretary of state's refusal.
(d)
The secretary of state's duty to file documents under this section is ministerial. The secretary of state's filing or refusing to file a document does not:
(1)
Affect the validity or invalidity of the document in whole or part;
(2)
Relate to the correctness or incorrectness of information contained in the document;
(3)
Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect; or
(4)
Establish that a document purporting to be an exact or conformed copy is in fact an exact or conformed copy.
(e)
Any corporate document that meets the requirements of chapters 51-68 of this title and any applicable rules for filing and recording must be received, filed, and recorded by the appropriate office, notwithstanding any contrary requirements found in any other laws of this state.
Amended by 2020 Tenn. Acts, ch. 719, s 10, eff. 6/22/2020.
Amended by 2014 Tenn. Acts, ch. 899, s 15, eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899, s 14, eff. 1/1/2015.
Acts 1987, ch. 242, § 1.35.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 51 - GENERAL PROVISIONS (§§ 48-51-101 — 48-51-701) › Part 3 - FILING DOCUMENTS (§§ 48-51-301 — 48-51-310) › Section 48-51-307 - Appeal from secretary of state's refusal to file document

(a)
If the secretary of state refuses to file a document delivered to the secretary of state's office for filing, the domestic or foreign corporation may appeal the refusal to the chancery court of Davidson County. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the secretary of state's explanation of the secretary of state's refusal to file.
(b)
The court may summarily order the secretary of state to file the document or take other action the court considers appropriate.
(c)
The court's final decision may be appealed as in other civil proceedings.
(d)
Any judicial review of the secretary of state's refusal to file a document shall be conducted in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.
Acts 1987, ch. 242, § 1.36.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 51 - GENERAL PROVISIONS (§§ 48-51-101 — 48-51-701) › Part 3 - FILING DOCUMENTS (§§ 48-51-301 — 48-51-310) › Section 48-51-308 - Evidentiary effect of copy of filed document

A certificate attached, or certification affixed, to a copy of a document filed by the secretary of state, bearing the secretary of state's signature (which may be in facsimile) and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state.
Acts 1987, ch. 242, § 1.37.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 51 - GENERAL PROVISIONS (§§ 48-51-101 — 48-51-701) › Part 3 - FILING DOCUMENTS (§§ 48-51-301 — 48-51-310) › Section 48-51-309 - Certificate of existence

(a)
Any person may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation authorized to transact business in this state.
(b)
A certificate of existence or authorization sets forth:
(1)
The domestic corporation's corporate name or the foreign corporation's corporate name used in this state;
(2)
That:
(A)
The domestic corporation is duly incorporated under the laws of this state, the effective date of its incorporation, and the period of its duration if less than perpetual; or
(B)
The foreign corporation is authorized to conduct affairs in this state;
(3)
That all fees, taxes and penalties owed to this state have been paid, if:
(A)
Payment is reflected in the records of the secretary of state or the department of revenue; and
(B)
Nonpayment allows:
(i)
Administrative dissolution of a domestic corporation; or
(ii)
Administrative revocation of the certificate of authority of a foreign corporation;
(4)
That its most recent annual report required by §
48-66-203
has been filed with the secretary of state;
(5)
(A)
For a domestic corporation:
(i)
That articles of termination of existence have not been filed;
(ii)
Whether or not articles of dissolution have been filed and remain effective;
(iii)
Whether or not a certificate of dissolution has been filed and remains effective; and
(iv)
That a decree of judicial dissolution has not been filed;
(B)
For a foreign corporation:
(i)
That a certificate of withdrawal has not been filed; and
(ii)
Whether or not a certificate of revocation of certificate of authority has been filed and remains effective;
(6)
That the certificate of existence or authorization is effective as of the date of the issuance of the certificate; and
(7)
Other facts of record in the office of the secretary of state that may be requested by the applicant.
(c)
Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state is effective as of the date on the certificate and may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state and is in good standing.
Acts 1987, ch. 242, § 1.38; 1991, ch. 188, § 12; 2010, ch. 742, § 2; 2011, ch. 99, § 26.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 51 - GENERAL PROVISIONS (§§ 48-51-101 — 48-51-701) › Part 3 - FILING DOCUMENTS (§§ 48-51-301 — 48-51-310) › Section 48-51-310 - Penalty for signing false document

A person who signs a document, knowing it to be false in any material respect, with intent that the document be delivered to the secretary of state for filing, commits a Class A misdemeanor.
Acts 1987, ch. 242, § 1.39; 1989, ch. 591, §§ 1, 6.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 51 - GENERAL PROVISIONS (§§ 48-51-101 — 48-51-701) › Part 4 - SECRETARY OF STATE (§§ 48-51-401 — 48-51-402) › Section 48-51-401 - Powers

The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by chapters 51-68 of this title, including, without limitation, the power to promulgate necessary and appropriate rules and regulations consistent with chapters 51-68 of this title, and the power to destroy any records in the secretary of state's office concerning the domestic or foreign corporation ten (10) years after such corporation has dissolved, withdrawn from the state, or has had its certificate of authority revoked.
Acts 1987, ch. 242, § 1.40.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 51 - GENERAL PROVISIONS (§§ 48-51-101 — 48-51-701) › Part 4 - SECRETARY OF STATE (§§ 48-51-401 — 48-51-402) › Section 48-51-402 - Deputies of secretary of state

An act of a duly authorized deputy of the secretary of state in the secretary of state's behalf under chapters 51-68 of this title is the equivalent of the act of the secretary of state; provided, that the name of the secretary of state is signed by such deputy as deputy.
Acts 1987, ch. 242, § 1.41.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 51 - GENERAL PROVISIONS (§§ 48-51-101 — 48-51-701) › Part 5 - PRIVATE FOUNDATIONS (§ 48-51-501) › Section 48-51-501 - Private foundations

(a)
(1)
Except when otherwise determined by a court of competent jurisdiction, a corporation which is a "private foundation," as defined in § 509(a) of the Internal Revenue Code of 1986 (
26 U.S.C. § 509(a)
):
(A)
Shall distribute such amounts for each taxable year at such time and in such manner as not to subject the corporation to tax under § 4942 of the Code (
26 U.S.C. § 4942
);
(B)
Shall not engage in any act of self-dealing as defined in § 4941(d) of the Code (
26 U.S.C. § 4941(d)
);
(C)
Shall not retain any excess business holdings as defined in § 4943(c) of the Code (
26 U.S.C. § 4943(c)
);
(D)
Shall not make any taxable expenditures as defined in § 4944 of the Code (
26 U.S.C. § 4944
); and
(E)
Shall not make any taxable expenditures as defined in § 4945(d) of the Code (
26 U.S.C. § 4945(d)
).
(2)
All references in this section to sections of the Code shall be to such sections of the Internal Revenue Code of 1986 (26 U.S.C.), as amended from time to time, or to corresponding provisions of subsequent internal revenue laws of the United States.
(b)
Subsection (a) shall not apply to any corporation to the extent that a court of record having equity jurisdiction shall determine that such application would be contrary to the terms of the charter or other instrument governing such corporation or governing the administration of charitable funds held by it and that the same may not be properly changed to conform to such sections.
Acts 1987, ch. 242, § 1.50.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 51 - GENERAL PROVISIONS (§§ 48-51-101 — 48-51-701) › Part 6 - JUDICIAL RELIEF (§ 48-51-601) › Section 48-51-601 - Judicial relief

(a)
If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates, or directors, or otherwise obtain their consent, in the manner prescribed by its charter, bylaws, or chapters 51-68 of this title, then upon petition of a director, officer, delegate, member or the attorney general and reporter, any court of record having equity jurisdiction in the county where the corporation's principal office is located (and if not in this state, in Davidson County) may order that such a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates, or directors be authorized, in such a manner as the court finds fair and equitable under the circumstances.
(b)
The court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the charter, bylaws and chapters 51-68 of this title, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section, the court may determine who the members or directors are.
(c)
The order issued pursuant to this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the charter, bylaws, or chapters 51-68 of this title.
(d)
Whenever practical, any order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the charter or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section; provided, that an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for a dissolution, merger or sale of assets.
(e)
Any meeting or other method of obtaining the vote of members, delegates, or directors conducted pursuant to an order issued under this section, and which complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the charter, bylaws and chapters 51-68 of this title.
Acts 1987, ch. 242, § 1.60.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 52 - INCORPORATION (§§ 48-52-101 — 48-52-107) › Section 48-52-101 - Incorporators

One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering a charter to the secretary of state for filing. If any incorporator dies or is for any reason unable to act, the other incorporators, if any, may act. If there is no incorporator able to act, any person for whom an incorporator was acting as agent may act in the incorporator's stead or, if such other person also dies or is for any reason unable to act, or the incorporator was not acting as an agent, the incorporator's legal representative may act.
Acts 1987, ch. 242, § 2.01.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 52 - INCORPORATION (§§ 48-52-101 — 48-52-107) › Section 48-52-103 - Incorporation

(a)
Unless a delayed effective date is specified, the corporate existence begins when the charter is filed by the secretary of state.
(b)
The secretary of state's filing of the charter is conclusive proof that the incorporators satisfied all conditions precedent to incorporation, except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
Acts 1987, ch. 242, § 2.03.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 52 - INCORPORATION (§§ 48-52-101 — 48-52-107) › Section 48-52-104 - Liability for preincorporation transactions

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under chapters 51-68 of this title, are jointly and severally liable for all liabilities created while so acting, except for any liability to any person who knew or reasonably should have known that there was no incorporation.
Acts 1987, ch. 242, § 2.04.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 52 - INCORPORATION (§§ 48-52-101 — 48-52-107) › Section 48-52-105 - Organization of corporation

(a)
After incorporation:
(1)
If initial directors are named in the charter, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;
(2)
If initial directors are not named in the charter, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators and upon two (2) days' notice of the date, time, and place of the meeting to:
(A)
Elect directors and complete the organization of the corporation; or
(B)
Elect a board of directors who shall complete the organization of the corporation.
(b)
Action required or permitted by chapters 51-68 of this title to be taken by incorporators at an organizational meeting may be taken without a meeting. If all incorporators consent to taking such action without a meeting, the affirmative vote of the number of incorporators that would be necessary to authorize or take such action at a meeting is the act of the incorporators. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each incorporator in one (1) or more counterparts, indicating each signing incorporator's vote or abstention on the action, and shall be included in the minutes or filed with the corporate records reflecting the action taken.
(c)
An organizational meeting may be held in or out of this state.
Acts 1987, ch. 242, § 2.05.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 52 - INCORPORATION (§§ 48-52-101 — 48-52-107) › Section 48-52-106 - Bylaws - Limitations on liability

(a)
The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(b)
The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the charter.
(c)
(1)
The bylaws may contain a provision permitting or requiring indemnification of a director for liability to any person for any action taken, or any failure to take any action, as a director, except liability for:
(A)
Receipt of a financial benefit to which the director is not entitled;
(B)
An intentional infliction of harm;
(C)
A violation of §
48-58-302
(unlawful distribution); or
(D)
An intentional violation of criminal law; and
(2)
For purposes of this subsection (c):
(A)
"Liability" means the obligation to pay a judgment, settlement, penalty, fine, including excise tax assessed with respect to an employee benefit plan, as reasonable expenses incurred with respect to a proceeding; and
(B)
"Proceeding" includes a threatened, pending or completed proceeding.
(d)
The liability of a director of a nonprofit corporation that is not a public benefit corporation may be eliminated or limited by a provision of the bylaws that a director shall not be liable to the corporation or its members for money damages for any action taken, or any failure to take any action, as a director, except liability for:
(1)
The amount of a financial benefit received by the director to which the director is not entitled;
(2)
An intentional infliction of harm;
(3)
A violation of §
48-58-302
; or
(4)
An intentional violation of criminal law.
Amended by 2014 Tenn. Acts, ch. 899,s 20, eff. 1/1/2015.
Acts 1987, ch. 242, § 2.06.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 52 - INCORPORATION (§§ 48-52-101 — 48-52-107) › Section 48-52-107 - Emergency bylaws

(a)
Unless the charter provides otherwise, the board of directors or the incorporators of a corporation may adopt bylaws to be effective only in an emergency. The emergency bylaws, which are subject to amendment or repeal by the members, may make all provisions necessary for managing the corporation during the emergency, including:
(1)
Procedures for calling a meeting of the board of directors;
(2)
Quorum requirements for the meeting; and
(3)
Designation of additional or substitute directors.
(b)
All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(c)
Corporate action taken in good faith in accordance with the emergency bylaws:
(1)
Binds the corporation; and
(2)
May not be used to impose liability on a corporate director, officer, employee or agent.
Acts 1987, ch. 242, § 2.07.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 53 - PURPOSES AND POWERS (§§ 48-53-101 — 48-53-204) › Part 1 - PURPOSES AND POWERS OF NONPROFIT CORPORATIONS (§§ 48-53-101 — 48-53-104) › Section 48-53-101 - Purposes

(a)
Every corporation incorporated under chapters 51-68 of this title has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the charter.
(b)
A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under chapters 51-68 of this title only if permitted by, and subject to all limitations of, the other statute.
Acts 1987, ch. 242, § 3.01.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 53 - PURPOSES AND POWERS (§§ 48-53-101 — 48-53-204) › Part 1 - PURPOSES AND POWERS OF NONPROFIT CORPORATIONS (§§ 48-53-101 — 48-53-104) › Section 48-53-103 - Emergency powers

(a)
In anticipation of or during an emergency, the board of directors of a corporation may:
(1)
Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and
(2)
Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b)
During an emergency, unless emergency bylaws provide otherwise:
(1)
Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and
(2)
One (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(c)
Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation:
(1)
Binds the corporation; and
(2)
May not be used to impose liability on a corporate director, officer, employee, or agent.
Acts 1987, ch. 242, § 3.03.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 53 - PURPOSES AND POWERS (§§ 48-53-101 — 48-53-204) › Part 1 - PURPOSES AND POWERS OF NONPROFIT CORPORATIONS (§§ 48-53-101 — 48-53-104) › Section 48-53-104 - Ultra vires actions

(a)
Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(b)
A corporation's power to act may be challenged in a proceeding against the corporation to enjoin an act where a third party has not acquired rights. The proceedings may be brought by the attorney general and reporter, a director, or by a member or members in a derivative proceeding.
(c)
A corporation's power to act may be challenged in a proceeding against an incumbent or former director, officer, employee or agent of the corporation. The proceeding may be brought by a director, the attorney general and reporter, or the corporation, directly, derivatively, or through a receiver, a trustee or other legal representative.
Acts 1987, ch. 242, § 3.04.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 53 - PURPOSES AND POWERS (§§ 48-53-101 — 48-53-204) › Part 2 - NONPROFIT FAIR ASSET PROTECTION ACT (§§ 48-53-201 — 48-53-204) › Section 48-53-201 - Short title

This part shall be known and may be cited as the "Nonprofit Fair Asset Protection Act."
Acts 2018, ch. 769, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 53 - PURPOSES AND POWERS (§§ 48-53-101 — 48-53-204) › Part 2 - NONPROFIT FAIR ASSET PROTECTION ACT (§§ 48-53-201 — 48-53-204) › Section 48-53-202 - Nonprofit fair asset protection

Notwithstanding any provision of law to the contrary, it is unlawful for:
(1)
A national nonprofit corporation that has received a charter under 36 U.S.C. Subt. II, Pt. B, to terminate, revoke, suspend, or fail to renew a license or charter affiliating a Tennessee nonprofit corporation with the national nonprofit corporation absent good cause;
(2)
A national nonprofit corporation that has received a charter under 36 U.S.C. Subt. II, Pt. B, to discriminate against a licensed or chartered affiliated Tennessee nonprofit corporation by imposing requirements not imposed on other similarly situated affiliates of the national nonprofit corporation; or
(3)
A national nonprofit corporation that has received a charter under 36 U.S.C. Subt. II, Pt. B, to act indirectly to accomplish what would be otherwise prohibited under this part.
Acts 2018, ch. 769, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 53 - PURPOSES AND POWERS (§§ 48-53-101 — 48-53-204) › Part 2 - NONPROFIT FAIR ASSET PROTECTION ACT (§§ 48-53-201 — 48-53-204) › Section 48-53-203 - "Good cause" defined

For the purpose of this part, "good cause" means to exclude any refusal or failure by the Tennessee nonprofit corporation to make purchases of or to contract to make purchases of goods or services where the board of directors of the Tennessee nonprofit corporation determines, according to the standards set forth in §
48-58-301
, that making a purchase or contracting to make a purchase is not in the best interest of the Tennessee nonprofit corporation or is commercially unreasonable.
Acts 2018, ch. 769, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 53 - PURPOSES AND POWERS (§§ 48-53-101 — 48-53-204) › Part 2 - NONPROFIT FAIR ASSET PROTECTION ACT (§§ 48-53-201 — 48-53-204) › Section 48-53-204 - Violations - Remedies

(a)
Any condition, stipulation, provision, or term of any agreement that is in conflict with this part or that would purport to waive or restrict the application of any provision of this part is void and unenforceable.
(b)
Nothing in this part abrogates or amends the standards for directors set forth in §
48-58-301
.
(c)
In addition to any other remedies or rights of actions, a Tennessee nonprofit corporation that is injured by a violation or threatened violation of this part may bring a private right of action for injunctive relief and to recover costs and reasonable attorneys' fees if the Tennessee nonprofit corporation is the prevailing party in the action.
(d)
All ordinances, resolutions, rules, or requirements of any type that are in conflict with this part are void and unenforceable.
Acts 2018, ch. 769, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 54 - NAME (§§ 48-54-101 — 48-54-103) › Section 48-54-102 - Reserved name

(a)
A person may reserve the exclusive use of a corporate name, including an assumed corporate name for a foreign corporation whose corporate name is not available, by delivering an application to the secretary of state for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the corporate name applied for meets the requirements of §
48-54-101
and is available, the secretary of state shall reserve the name for the applicant's exclusive use for a four-month period. Upon the expiration of the four-month period, the same or any other party may apply to reserve the same name.
(b)
The owner of a reserved corporate name, including an assumed corporate name, may transfer the reservation to another person by delivering to the secretary of state a notice of the transfer signed by the owner that states the name and address of the transferee.
(c)
The reservation of a specific name may be cancelled by filing with the secretary of state a notice, executed by the applicant or transferee, specifying the name reservation to be cancelled and the name and address of the applicant or transferee.
Acts 1987, ch. 242, § 4.02; 1989, ch. 445, § 4.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 54 - NAME (§§ 48-54-101 — 48-54-103) › Section 48-54-103 - Registered name

(a)
A foreign corporation may register its corporate name, or an assumed corporate name under which it conducts affairs, if the name is distinguishable upon the records of the secretary of state from the corporate names that are not available under §
48-54-101(b)
.
(b)
A foreign corporation registers its corporate name, or its assumed corporate name, or its corporate name with any changes required by §
48-65-106
, by delivering to the secretary of state for filing an application:
(1)
Setting forth its corporate name, or its corporate name with any changes required by §
48-65-106
, the state or country and date of its incorporation, and a brief description of the activities in which it is engaged; and
(2)
Accompanied by a certificate of existence (or a document of similar import) from the state or country of incorporation. The certificate shall not bear a date of more than one (1) month prior to the date the application is filed in this state.
(c)
The name is registered for the applicant's exclusive use upon the effective date of the application and until the end of the calendar year in which such registration occurs.
(d)
A foreign corporation whose registration is effective may renew it for successive years by delivering to the secretary of state for filing a renewal application, which complies with the requirements of subsection (b), between October 1 and December 31 of the preceding year. The renewal application renews the registration for the following calendar year.
(e)
A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under that name or consent in writing to the use of that name by a corporation thereafter incorporated under chapters 51-68 of this title or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.
Acts 1987, ch. 242, § 4.03.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 55 - OFFICE AND AGENT (§§ 48-55-101 — 48-55-105) › Section 48-55-101 - Registered office and registered agent

(a)
Each corporation must continuously maintain in this state:
(1)
A registered office that may be the same as any of its places of business; and
(2)
A registered agent, who may be:
(A)
An individual who resides in this state and whose business office is identical with the registered office;
(B)
A for-profit domestic corporation or nonprofit domestic corporation whose business office is identical with the registered office; or
(C)
A for-profit foreign corporation or nonprofit foreign corporation authorized to transact business or conduct affairs in this state whose business office is identical with the registered office.
(b)
If a registered agent resigns or is unable to perform the registered agent's duties, the designating corporation shall promptly designate another registered agent to the end that it shall at all times have a registered agent in this state.
Amended by 2023 Tenn. Acts, ch. 102, s 3, eff. 7/1/2023.
Acts 1987, ch. 242, § 5.01.