2016 Tennessee Code
Title 48 - Corporations and Associations
Nonprofit Corporations
Chapter 61 - Mergers, Membership Exchanges, Entity Conversions, and For-Profit Conversions
§ 48-61-101. Chapter definitions.

As used in this chapter, unless the context otherwise requires:

(1) "Converted entity" means the domestic corporation or domestic unincorporated entity that adopts a plan of entity conversion or the foreign unincorporated entity converting to a domestic corporation;

(2) "Eligible entity" means a domestic or foreign unincorporated entity or a domestic or foreign business corporation;

(3) "Eligible interests" means interests or shares;

(4) "Filing entity" means an unincorporated entity that is of a type that is created by filing a public organic document;

(5) "Foreign business corporation" means a corporation for-profit incorporated under an organic law other than the laws of this state;

(6) "Foreign unincorporated entity" means an unincorporated entity whose internal affairs are governed by an organic law other than the laws of this state;

(7) "Interest" means either or both of the following rights under the organic law of an unincorporated entity:

(A) The right to receive distributions from the entity either in the ordinary course or upon liquidation; or

(B) The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs;

(8) "Interest holder" means a person who holds of record an interest;

(9) "Membership" means the rights of a member in a domestic or foreign nonprofit corporation and includes the rights and obligations a member has pursuant to a corporation's charter, bylaws and chapters 51-68 of this title;

(10) "Party to a merger or membership exchange" means any domestic or foreign nonprofit corporation, or eligible entity that will:

(A) Merge in a plan of merger;

(B) Acquire memberships or eligible interests of another domestic or foreign corporation, or an eligible entity in a membership exchange; or

(C) Have all of its memberships or eligible interests of one (1) or more classes or series acquired in membership exchange;

(11) "Survivor" means the corporation or unincorporated entity that is in existence immediately after consummation of a merger or entity conversion pursuant to this chapter; and

(12) "Voting memberships" means memberships that entitle their holders to vote unconditionally in the election of directors.