2017 Tennessee Code
Title 48 - Corporations and Associations
Limited Liability Companies
Chapter 238 - Governance
§ 48-238-101. Management -- Authorized signature.
- (a) Management.
- (1) If the LLC is member-managed, all powers shall be exercised by or under the authority of, and the business and affairs of the LLC shall be managed by or under the direction of its members.
- (2) If the LLC is board-managed, all powers shall be exercised by or under the authority of, and the business and affairs of the LLC shall be managed by or under the direction of the board of governors, subject to subsection (b) and any limitations set forth in the articles or operating agreement. An LLC shall be either member-managed or board-managed, as designated in its articles. Unless otherwise provided in the articles or operating agreement, each governor shall have equal voting power per capita with each other governor.
- (b) Authorized Signature. For convenience, one (1) or more managers, members or governors may be designated in the articles as persons authorized to execute instruments transferring real property held in the name of the LLC and may set forth any limitations on such authority. This designation, however, in the absence of a clear statement that the named person or persons are the only person or persons authorized to execute instruments transferring real property, does not imply that other members, managers or governors do not have the authority to execute such instruments under § 48-238-103 or § 48-238-104. A grant of authority contained in the current articles is conclusive in favor of a person who gives value without knowledge to the contrary.
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