2019 Tennessee Code
Title 48 - Corporations and Associations
Nonprofit Corporations
Chapter 52 - Incorporation
§ 48-52-102. Charter.
(a) The charter must set forth:
(1) A corporate name for the corporation that satisfies the requirements of § 48-54-101;
(2) One (1) of the following statements:
(A) This corporation is a public benefit corporation; or
(B) This corporation is a mutual benefit corporation;
(3) If the corporation is a religious corporation, a statement to that effect;
(4) The street address and zip code of the corporation's initial registered office, the county in which the office is located, and the name of its initial registered agent at that office;
(5) The name, address and zip code of each incorporator;
(6) The street address and zip code of the initial principal office, and a mailing address if the United States Postal Service does not deliver to the principal office, of the corporation;
(7) A statement that the corporation is not for profit;
(8) A statement that the corporation will or will not have members; and
(9) Provisions not inconsistent with law regarding the distribution of assets upon dissolution.
(b) The charter may set forth:
(1) The names and addresses of the individuals who are to serve as the initial directors;
(2) Provisions not inconsistent with law:
(A) Stating the purpose or purposes for which the corporation is organized;
(B) Regarding the management of the business and regulating the affairs of the corporation; and
(C) Defining, limiting and regulating the powers and rights of the corporation, its board of directors and members or any class thereof;
(3)
(A) A provision eliminating or limiting the personal liability of a director to the corporation or its members for monetary damages for breach of fiduciary duty as a director; provided, that such provision shall not eliminate or limit the liability of a director:
(i) For any breach of the director's duty of loyalty to the corporation or its members;
(ii) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or
(iii) Under § 48-58-302;
(B)
(i) No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective;
(ii) All references in this subsection (b) to a “director” are also deemed to refer to a member of the governing body of a corporation which dispenses with or limits the authority of the board of directors pursuant to § 48-58-101(c);
(4) Any provision that under chapters 51-68 of this title is required or permitted to be set forth in the bylaws;
(5)
(A) A provision permitting or making obligatory indemnification of a director for liability to any person for any action taken, or any failure to take any action, as a director, except liability for:
(i) Receipt of a financial benefit to which the director is not entitled;
(ii) An intentional infliction of harm;
(iii) A violation of § 48-58-302; or
(iv) An intentional violation of criminal law; and
(B) For purposes of subdivision (b)(5)(A):
(i) “Liability” means the obligation to pay a judgment, settlement, penalty, fine, including excise tax assessed with respect to an employee benefit plan, as reasonable expenses incurred with respect to a proceeding; and
(ii) “Proceeding” includes a threatened, pending or completed proceeding;
(6) That the liability of a director of a corporation that is not a public benefit corporation may be eliminated or limited by a provision of the charter that a director shall not be liable to the corporation or its members for money damages for any action taken, or any failure to take any action, as a director, except liability for:
(A) The amount of a financial benefit received by the director to which the director is not entitled;
(B) An intentional infliction of harm;
(C) A violation of § 48-58-302; or
(D) An intentional violation of criminal law.
(c) The charter need not set forth any of the corporate powers enumerated in chapters 51-68 of this title.
