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)
Tennessee Code Annotated, Title 48, Chapter 57, Part 1 is amended by adding
the following new section:
48-57-10_.
(a) Unless the charter or bylaws provide otherwise, and subject to guidelines and
procedures as the corporation may adopt, a corporation may permit one (1) or more
members or proxyholders to participate in a regular or a special meeting by, and the
corporation may conduct the meeting through the use of, any means of remote
communication if:
(1) The corporation implements reasonable measures to verify that each
person deemed present and permitted to vote at the meeting by means of remote
communication is a member entitled to vote or proxyholder of a member entitled to
vote;
(2) The corporation implements reasonable measures to provide members
and proxyholders a reasonable opportunity to participate in the meeting and to vote
on matters submitted to the members, including an opportunity to read or hear the
proceedings of the meeting substantially concurrently with the proceedings; and
(3) The corporation maintains a record of each vote or other action taken by a
member or proxyholder that is taken by means of remote communication.
(b) A member or proxyholder who participates in a meeting by the means described in
this section, whether the meeting is to be held at a designated place or solely by means of
remote communication, is deemed to be present in person at the meeting.