2010 Tennessee Code
Title 48 - Corporations And Associations
Chapter 51 - General Provisions
Part 2 - Definitions
48-51-201 - Definitions.

48-51-201. Definitions.

As used in chapters 51-68 of this title, unless the context otherwise requires:

     (1)  “Approved by (or approval by) the members” means approved or ratified by affirmative votes that exceed the number of negative votes represented and voting at a duly held meeting at which a quorum is present or by a written ballot or written consent in conformity with chapters 51-68 of this title or by the affirmative vote, written ballot or written consent of such greater proportions, including the votes of all the members of any class, unit or grouping as may be provided in the charter, bylaws or chapters 51-68 of this title for any specified member action;

     (2)  “Board” or “board of directors” means the governing board of a corporation, whether denominated the board of directors or otherwise, except that no person or group of persons is the board of directors because of powers delegated to that person or group pursuant to § 48-58-101;

     (3)  “Bylaws” means the code or codes of rules (other than the charter) adopted pursuant to chapters 51-68 of this title for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated;

     (4)  “Charter” includes amended and restated charters and articles of merger;

     (5)  “Class” refers to a group of memberships which have the same rights with respect to voting, dissolution, redemption and transfer. For the purpose of this section, rights shall be considered the same if they are determined by a formula applied uniformly;

     (6)  “Conspicuous” means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined is “conspicuous”;

     (7)  “Corporation” or “domestic corporation” means a public benefit or mutual benefit corporation which is not a foreign corporation, incorporated under or subject to the provisions of chapters 51-68 of this title;

     (8)  “Delegates” means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters;

     (9)  “Deliver” includes mail;

     (10)  “Directors” means natural persons, designated in the charter or bylaws or elected by the incorporators, and their successors and natural persons elected or appointed to act as members of the board, irrespective of the names or titles by which such persons are described;

     (11)  “Distribution” means the direct or indirect transfer of assets or any part of the income or profit of a corporation, to its members, directors or officers. “Distribution” does not include:

          (A)  The payment of compensation in a reasonable amount to its members, directors, or officers for services rendered;

          (B)  Conferring benefits on its members in conformity with its purposes;

          (C)  Repayment of debt obligations in the normal and ordinary course of conducting activities; or

          (D)  The incurrence of indebtedness, whether directly or indirectly (including through a guaranty), for or on behalf of a member, director or officer;

     (12)  “Effective date of notice,” has the same meaning as provided in § 48-51-202;

     (13)  “Emergency” exists when a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event;

     (14)  “Employee” includes an officer but not a director. A director may accept duties that make the director also an employee;

     (15)  “Entity” includes corporation and foreign corporation; domestic and foreign corporations for profit; profit and nonprofit unincorporated association; business trust, estate, partnership, trust, and two (2) or more persons having a joint or common economic interest; and state, United States and foreign government;

     (16)  “Foreign corporation” means a nonprofit corporation incorporated under a law other than the law of this state, which would be a nonprofit corporation if formed under the laws of this state;

     (17)  “Governmental subdivision” includes authority, county, district and municipality;

     (18)  “Includes” denotes a partial definition;

     (19)  “Individual” includes the estate of an incompetent or deceased individual;

     (20)  “Means” denotes an exhaustive definition;

     (21)  (A)  “Member” means (without regard to what a person is called in the charter or bylaws) any person or persons who on more than one (1) occasion, pursuant to a provision of a corporation's charter or bylaws, have the right to vote for the election of a director or directors;

          (B)  A person is not a member by virtue of any of the following:

                (i)  Any rights such person has as a delegate;

                (ii)  Any rights such person has to designate a director or directors; or

                (iii)  Any rights such person has as a director;

     (22)  “Membership” means the rights and obligations a member or members have pursuant to a corporation's charter, bylaws and chapters 51-68 of this title;

     (23)  “Month” means the time from any day of any month to the corresponding day of the succeeding month, if any, and if none, the last day of the succeeding month;

     (24)  “Mutual benefit corporation” means a domestic corporation which becomes by operation of law a mutual benefit corporation pursuant to § 48-68-104 or is formed as a mutual benefit corporation pursuant to chapter 52 of this title;

     (25)  “Notice,” has the same meaning as provided in § 48-51-202;

     (26)  “Person” includes individual and entity;

     (27)  “Principal office” means the office (in or out of this state) so designated in the charter or certificate of authority where the principal executive offices of a domestic or foreign corporation are located;

     (28)  “Proceeding” includes civil suit and criminal, administrative, and investigatory action;

     (29)  “Public benefit corporation” means a domestic corporation which becomes by operation of law a public benefit corporation pursuant to § 48-68-104 or is formed as a public benefit corporation pursuant to chapter 52 of this title;

     (30)  “Record date” means the date established under chapter 56 or 57 of this title on which a corporation determines the identity of its members for purposes of chapters 51-68 of this title;

     (31)  “Religious corporation” means a public benefit or mutual benefit corporation organized and operating primarily or exclusively for religious purposes;

     (32)  “State,” when referring to a part of the United States, includes a state and commonwealth (and their agencies and governmental subdivisions) and a territory and insular possession (and their agencies and governmental subdivisions) of the United States;

     (33)  “United States” includes district, authority, bureau, commission, department and any other agency of the United States; and

     (34)  “Voting power” means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. When a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors.

[Acts 1987, ch. 242, § 1.20.]  

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