2019 Tennessee Code
Title 48 - Corporations and Associations
Nonprofit Corporations
Chapter 57 - Meetings and Voting
Part 1 - Meetings and Action Without Meetings
§ 48-57-105. Notice of meeting.

Universal Citation: TN Code § 48-57-105 (2019)
  • (a) A corporation shall give notice consistent with its charter or bylaws of meetings of members in a fair and reasonable manner.

  • (b) Any notice which conforms to the requirements of subsection (c) is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered.

  • (c) Notice is fair and reasonable if:

    • (1) The corporation notifies its members of the place, date and time of each annual and special meeting of members no fewer than ten (10) days nor more than two (2) months before the meeting date;

    • (2) Notice of an annual meeting includes a description of any matter or matters which must be approved by the members under § 48-58-302, § 48-58-507, § 48-60-103, § 48-60-202, § 48-61-103, § 48-62-102 or § 48-64-102; and

    • (3) Notice of a special meeting includes a description of the matter or matters for which the meeting is called.

  • (d) Unless the bylaws require otherwise, if an annual or special meeting of members is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under § 48-57-107, however, notice of the adjourned meeting must be given under this section to the members of record of the new record date.

  • (e) When giving notice of an annual or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if:

    • (1) Requested in writing to do so by a person entitled to call a special meeting; and

    • (2) The request is received by the secretary or president of the corporation at least ten (10) days before the corporation gives notice of the meeting.

  • (f) A certificate of the secretary or other person giving the notice that the notice required by this section has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

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