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Tennessee's Virtual Meeting Statute

Tennessee commonly permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an association’s articles of incorporation, charter, or bylaws. The Tennessee Nonprofit Corporation Act governs all non-profits regarding corporate structure and procedure. Most associations in Tennessee are organized as nonprofit corporations. Contact your association’s attorney to see what your community’s options are for virtual meetings based upon your governing documents.

Applicable Statute: Nonprofit Corporation Act

2018 Tennessee Code Title 48 - Corporations and Associations Nonprofit Corporations Chapter 58 - Directors and Officers Part 2 - Meetings and Action of Board § 48-58-201. Regular and special meetings.

(c) Unless the charter or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Universal Citation: TN Code § 48-58-201 (2018)

2018 Tennessee Code Title 48 - Corporations and Associations Nonprofit Corporations Chapter 52 – Incorporation § 48-52-107. Emergency bylaws.

(a) Unless the charter provides otherwise, the board of directors or the incorporators of a corporation may adopt bylaws to be effective only in an emergency. The emergency bylaws, which are subject to amendment or repeal by the members, may make all provisions necessary for managing the corporation during the emergency, including:

(1) Procedures for calling a meeting of the board of directors;

(2) Quorum requirements for the meeting; and

(3) Designation of additional or substitute directors.

(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

(c) Corporate action taken in good faith in accordance with the emergency bylaws:

(1) Binds the corporation; and

(2) May not be used to impose liability on a corporate director, officer, employee or agent.

                Universal Citation: TN Code § 48-52-107 (2018)

2018 Tennessee Code Title 48 - Corporations and Associations Nonprofit Corporations Chapter 53 - Purposes and Powers Part 1 - Purposes and Powers of Nonprofit Corporations § 48-53-103. Emergency powers.

(a) In anticipation of or during an emergency, the board of directors of a corporation may:

(1) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and

(2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.

(b) During an emergency, unless emergency bylaws provide otherwise:

(1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and

(2) One (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

(c) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation:

(1) Binds the corporation; and

(2) May not be used to impose liability on a corporate director, officer, employee, or agent.

                                Universal Citation: TN Code § 48-53-103 (2018)