2018 Tennessee Code
Title 48 - Corporations and Associations
For-Profit Business Corporations
Chapter 17 - Shareholders
Part 1 - Meetings
§ 48-17-102. Special meeting.

Universal Citation: TN Code § 48-17-102 (2018)
  • (a) A corporation shall hold a special meeting of shareholders:

    • (1) On call of its board of directors or the person or persons authorized to do so by the charter or bylaws; or

    • (2) Unless the charter otherwise provides, if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held.

  • (b) If not otherwise fixed under § 48-17-103 or § 48-17-107, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.

  • (c) Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.

  • (d) Only business within the purpose or purposes described in the meeting notice required by § 48-17-105(c) may be conducted at a special shareholders' meeting.

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