2019 Tennessee Code
Title 48 - Corporations and Associations
Chapter 57 - Meetings and Voting
Part 1 - Meetings and Action Without Meetings
§ 48-57-102. Special meeting.
(a) A corporation with members shall hold a special meeting of members:
(1) On call of its board of directors or the person or persons authorized to do so by the charter or bylaws; or
(2) Unless the charter otherwise provides, if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held.
(b) If not otherwise fixed under § 48-57-103 or § 48-57-107, the record date for determining the members entitled to demand a special meeting is the date the first member signs the demand.
(c) If a notice for a special meeting demanded under subdivision (a)(2) is not given pursuant to § 48-57-105 within one (1) month after the effective date of the written demand or demands under § 48-51-202, regardless of the requirements of subsection (d), any person or persons signing the demand or demands may set the time and place of the meeting and give notice pursuant to § 48-57-105.
(d) Special meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.
(e) Only business within the purpose or purposes described in the meeting notice required by § 48-57-105 may be conducted at a special meeting of members.