2019 Tennessee Code
Title 48 - Corporations and Associations
Nonprofit Corporations
Chapter 52 - Incorporation
§ 48-52-106. Bylaws -- Limitations on liability.
(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the charter.
(c)
(1) The bylaws may contain a provision permitting or requiring 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:
(A) Receipt of a financial benefit to which the director is not entitled;
(B) An intentional infliction of harm;
(C) A violation of § 48-58-302 (unlawful distribution); or
(D) An intentional violation of criminal law; and
(2) For purposes of this subsection (c):
(A) “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
(B) “Proceeding” includes a threatened, pending or completed proceeding.
(d) The liability of a director of a nonprofit corporation that is not a public benefit corporation may be eliminated or limited by a provision of the bylaws 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:
(1) The amount of a financial benefit received by the director to which the director is not entitled;
(2) An intentional infliction of harm;
(3) A violation of § 48-58-302; or
(4) An intentional violation of criminal law.
