2018 Tennessee Code
Title 48 - Corporations and Associations
For-Profit Business Corporations
Chapter 17 - Shareholders
Part 1 - Meetings
§ 48-17-103. Court-ordered meeting.

Universal Citation: TN Code § 48-17-103 (2018)
  • (a) A court of record having equity jurisdiction in the county where a corporation's principal office (or, if none in this state, its registered office) is located may summarily order a meeting to be held on application of:

    • (1) Any shareholder of the corporation entitled to participate in an annual meeting, if an annual meeting was not held within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting; or

    • (2) A shareholder who signed a demand for a special meeting valid under § 48-17-102, if:

      • (A) Notice of the special meeting was not given within one (1) month after the date the demand was delivered to the corporation's secretary; or

      • (B) The special meeting was not held in accordance with the notice.

  • (b) The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters) and enter other orders necessary to accomplish the purpose or purposes of the meeting.

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