2016 Tennessee Code
Title 48 - Corporations and Associations
Nonprofit Corporations
Chapter 60 - Amendment of Charter and Bylaws
Part 2 - Amendment of Bylaws
§ 48-60-203. Bylaw increasing quorum or voting requirement for members.

(a) If expressly authorized by the charter, the members may adopt or amend a bylaw that fixes a greater quorum or voting requirement for members (or voting groups of members) than is required by chapters 51-68 of this title. The adoption or amendment of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for members must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.

(b) A bylaw that fixes a greater quorum or voting requirement for members under subsection (a) may not be adopted, amended or repealed by the board of directors.

(c) Except as provided in the charter or bylaws, the board of directors of a corporation that has one (1) or more members at the time may not adopt or amend a bylaw under:

(1) Section 48-56-201 providing differences in rights and obligations of members;

(2) Section 48-56-204 addressing member's liability for dues, assessments and fees;

(3) Section 48-56-302 relating to termination;

(4) Section 48-56-303 authorizing the purchase of memberships;

(5) Section 48-58-108(a) requiring cause to remove a director;

(6) Section 48-58-108(a) specifying what constitutes cause to remove a director;

(7) Section 48-58-109 relating to removal of designated or appointed directors; or

(8) Section 48-58-101(c) authorizing persons to exercise powers otherwise exercised by the board.