2017 Tennessee Code
Title 48 - Corporations and Associations
Limited Liability Companies
Chapter 239 - Governor Management
§ 48-239-110. Vacancy on board.

Universal Citation: TN Code § 48-239-110 (2017)
  • (a) Unless the articles or operating agreement provide otherwise, if a vacancy occurs on a board of governors, including a vacancy resulting from an increase in the number of governors or a vacancy resulting from a removal with or without cause:
    • (1) The members may fill the vacancy;
    • (2) The board of governors may fill the vacancy; or
    • (3) If the governors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the governors remaining in office.
  • (b) If the vacant office was held by a governor elected by a voting group of members, only members within that voting group are entitled to vote to fill the vacancy if it is filled by the members.
  • (c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under § 48-239-108 or otherwise) may be filled before the vacancy occurs but the new governor may not take office until the vacancy occurs.
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