2010 Tennessee Code
Title 48 - Corporations And Associations
Chapter 249 - Tennessee Revised Limited Liability Company Act
Part 4 - Management
48-249-401 - Management of LLC.

48-249-401. Management of LLC.

(a)  Member-managed LLC.  In a member-managed LLC:

     (1)  Each member has equal rights in the management and conduct of the LLC's business; and

     (2)  Except as otherwise provided in subsection (e) or (f), any matter relating to the business of the LLC shall be decided by a majority vote of the members.

(b)  Manager-managed LLC.  In a manager-managed LLC:

     (1)  Each manager has equal rights in the management and conduct of the LLC's business;

     (2)  Except as otherwise provided in subsection (e) or (f), any matter relating to the business of the LLC shall be exclusively decided by the manager, or, if there is more than one (1) manager, by a majority vote of the managers; and

     (3)  A manager:

          (A)  Shall be designated, appointed, elected, removed, or replaced by a majority vote of the members;

          (B)  Holds office until a successor has been designated, appointed or elected and qualified, unless the manager sooner resigns or is removed; and

          (C)  Need not be a member of the LLC.

(c)  Director-managed LLC.  In a director-managed LLC:

     (1)  All LLC powers shall be exercised under the authority of, and the business and affairs of the LLC shall be managed under the direction of, its board of directors;

     (2)  Except as otherwise provided in subsection (e) or (f), any matter relating to the business of the LLC shall be exclusively decided by the director, or, if there is more than one (1) director, by a majority vote of the directors; and

     (3)  A director:

          (A)  Shall be designated, appointed, elected, removed, or replaced by a majority vote of the members;

          (B)  Holds office until a successor has been designated, appointed or elected and qualified, unless the director sooner resigns or is removed; and

          (C)  Need not be a member of the LLC.

(d)  President of director-managed LLC.  A director-managed LLC shall have a president who is appointed or elected by a majority vote of the directors and is authorized to act as an agent of the LLC under § 48-249-402(d).

(e)  Delegation.  The LLC documents or the members, managers or directors of an LLC, by a resolution or other writing, may delegate rights and powers to manage and control the business and affairs of the LLC to one (1) or more officers, agents or employees, who need not be members of the LLC; provided, that such delegation is reasonable under the circumstances and made in good faith.

(f)  When unanimous consent required.  The only matters of an LLC's business requiring the consent of all of the members are:

     (1)  The amendment of an LLC's operating agreement, if the LLC documents do not provide for the method by which the operating agreement may be amended, as provided in § 48-249-204(c);

     (2)  Any amendment of an LLC's articles of organization that requires approval of all the members under § 48-249-204(c);

     (3)  The compromise of an obligation to make a contribution under § 48-249-302(a);

     (4)  The compromise, as among members, of an obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter;

     (5)  The admission of a new member, including without limitation by transfer of any of a member's governance rights to any person not a member, as provided in § 48-249-508(b)(3);

     (6)  The use of the LLC's property to redeem an interest subject to a charging order; and

     (7)  An election by an LLC formed prior to January 1, 2006, to be governed by this chapter, as provided in § 48-249-1002(b).

(g)  Proxies.  A member or manager may appoint a proxy to vote or otherwise act for the member or manager, by signing an appointment instrument.

[Acts 2005, ch. 286, § 1; 2006, ch. 620, § 28.]