2018 Tennessee Code
Title 48 - Corporations and Associations
Nonprofit Corporations
Chapter 57 - Meetings and Voting
Part 1 - Meetings and Action Without Meetings
§ 48-57-103. Court-ordered meeting.
(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 member or other person entitled to participate in the annual meeting, and in the case of a public benefit corporation, the attorney general and reporter, 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 member who signed a demand for a special meeting valid under § 48-57-102, or a person or persons entitled to call a special meeting and in the case of a public benefit corporation, the attorney general and reporter, 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 members entitled to participate and vote at the meeting, specify a record date for determining members entitled to notice of 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.
(c) If the court orders a meeting, it may also order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order.
