2016 Tennessee Code
Title 48 - Corporations and Associations
Nonprofit Corporations
Chapter 60 - Amendment of Charter and Bylaws
Part 2 - Amendment of Bylaws
§ 48-60-202. Amendment of bylaws by board of directors or members.

(a) A corporation's board of directors may amend or repeal the corporation's bylaws unless:

(1) The charter or chapters 51-68 of this title reserve this power exclusively to the members in whole or in part; or

(2) The members in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.

(b) A corporation's members may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors. An amendment to the bylaws shall be approved by members by two thirds (2/3) of the votes cast or a majority of the voting power, whichever is less. An amendment to the bylaws which relates solely to the dues required for membership and which establishes or changes a specific amount for dues shall be approved by a majority of the members present and voting unless the charter or bylaws specify a higher voting percentage.

(c) An amendment or repeal of a bylaw requires the written approval of a third person or persons if the charter so provides in accordance with § 48-60-301.