2016 Tennessee Code
Title 48 - Corporations and Associations
Nonprofit Corporations
Chapter 57 - Meetings and Voting
Part 1 - Meetings and Action Without Meetings
§ 48-57-108. Action by written ballot.

(a) Except as otherwise restricted by the charter or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation having members delivers a ballot to every member entitled to vote on the matter.

(b) A ballot must:

(1) Be in the form of a document;

(2) Set forth each proposed action;

(3) Provide an opportunity to vote for, or withhold a vote for, each candidate for election as a director; and

(4) Provide an opportunity to vote for or against or abstain from each proposed action.

(c) Approval by ballot pursuant to this section of action, unless the charter, bylaws, or chapters 51-68 of this title require a greater number of affirmative votes, is valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

(d) All solicitations for votes by ballot must:

(1) Indicate the number of responses needed to meet the quorum requirements;

(2) State the percentage of approvals necessary to approve each matter other than election of directors; and

(3) Specify the time by which a ballot must be received by the corporation having members in order to be counted.

(e) Except as otherwise permitted by the charter, bylaws or ballot, a ballot may not be revoked.