2018 Tennessee Code
Title 48 - Corporations and Associations
Nonprofit Corporations
Chapter 64 - Dissolution
Part 1 - Voluntary Dissolution
§ 48-64-102. Dissolution by board of directors, members and third persons.
(a) A corporation may be voluntarily dissolved by the written consent of its members in accordance with § 48-57-104 or at a special meeting called in accordance with § 48-57-102.
(b) A corporation's board of directors may propose dissolution for submission to the members. Notice of any meeting of the directors to approve such action shall be in accordance with § 48-64-101(b).
(c) For a proposal to dissolve to be adopted:
(1) The board of directors shall recommend dissolution to the members unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the members;
(2) The members entitled to vote shall approve the proposal to dissolve as provided in subsection (f); and
(3) Any person or persons whose approval is required by a charter provision authorized by § 48-60-301 for a charter or bylaw amendment shall approve the dissolution in writing.
(d) The board of directors or members may condition its submission of the proposal for dissolution on any basis.
(e) The corporation shall notify its members, whether or not entitled to vote, of the proposed members' meeting in accordance with § 48-57-105. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(f) Unless the charter, bylaws, the board of directors, or members (acting pursuant to subsection (c)) require a greater vote or voting by class, the proposal to dissolve to be adopted shall be approved by two thirds (2/3) of the votes cast by members or a majority of the voting power, whichever is less.
(g) If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.
(h) The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
