2017 Tennessee Code
Title 48 - Corporations and Associations
Nonprofit Corporations
Chapter 57 - Meetings and Voting
Part 2 - Voting
§ 48-57-202. Voting entitlement generally.

Universal Citation: TN Code § 48-57-202 (2017)
  • (a) Unless the charter or bylaws provide otherwise, each member is entitled to one (1) vote on each matter voted on by the members.
  • (b) Unless the charter or bylaws provide otherwise, if a membership stands of record in the names of two (2) or more persons, their acts with respect to voting shall have the following effect:
    • (1) If only one (1) vote, such act binds all; and
    • (2) If more than one (1) vote, the vote shall be divided on a pro rata basis.
  • (c) Memberships standing in the name of another nonprofit or for-profit corporation, domestic or foreign, may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe or, in the absence of a bylaw provision, as the board of directors of such corporation may determine. The corporation whose membership is being voted may rely on the representations of such officer, agent, or proxy as to the authority unless such authority is questioned.
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