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2017 Tennessee Code
Title 48 - Corporations and Associations
Limited Liability Companies
Chapter 239 - Governor Management
§ 48-239-112. Quorum and voting of board of governors.
Universal Citation: TN Code § 48-239-112 (2017)
- (a) Unless the articles or operating agreement requires a different number, a quorum of a board of governors consists of:
- (1) A majority of the fixed number of governors, if the LLC has a fixed board size;
- (2) A majority of the number of governors prescribed under § 48-239-101, or if no number is prescribed, the number in office immediately before the meeting begins, if the LLC has a variable-range board.
- (b) The articles or operating agreement may authorize a quorum of a board of governors to consist of no fewer than one third (1/3) of the fixed or prescribed number of governors determined under subsection (a).
- (c) If a quorum is present, the affirmative vote of a majority of governors present is the act of the board of governors unless the act, articles or operating agreement requires the vote of a greater number of governors.
- (d) If a quorum is present when a duly called or held meeting is convened, the governors present may continue to transact business until adjournment, even though the withdrawal of a number of governors originally present leaves less than the proportion or number otherwise required for a quorum.
- (e) A governor who is present at a meeting of the board of governors when LLC action is taken is deemed to have assented to the action taken unless:
- (1) The governor objects at the beginning of the meeting (or promptly upon the governor's arrival) to holding it or transacting business at the meeting;
- (2) The governor's dissent or abstention from the action taken is entered in the minutes of the meeting; or
- (3) The governor delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the LLC immediately after adjournment of the meeting. The right of dissent or abstention is not available to a governor who votes in favor of the action taken.
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