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2023 Tennessee Code
Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115)
NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123)
Chapter 52 - INCORPORATION (§§ 48-52-101 — 48-52-107)
Section 48-52-106 - Bylaws - Limitations on liability
Universal Citation:
TN Code § 48-52-106 (2023)
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on the American Association of Law Libraries Universal Citation Guide and is not
necessarily the official citation.
- (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.
- (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:
- (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.
Amended by 2014 Tenn. Acts, ch. 899,s 20, eff. 1/1/2015.
Acts 1987, ch. 242, § 2.06.
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