Tennessee Code 48-250-105 – Articles of organization

(a) The articles of organization of a decentralized organization must:

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Terms Used In Tennessee Code 48-250-105

Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
articles of organization: means in the case of an LLC organized under chapters 201-248 of this title, articles of organization, articles of amendment, articles of correction, certificates of merger, and all similar documents required to be filed with any of the foregoing as part of the formation and continuation of an LLC. See Tennessee Code 48-202-101
Contract: A legal written agreement that becomes binding when signed.
Decentralized organization: means a decentralized organization, organized under this chapter. See Tennessee Code 48-250-101
Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
Member: means a person reflected in the required records of an LLC as the owner of some governance rights of a membership interest of the LLC. See Tennessee Code 48-202-101
Membership: means the rights and obligations a member has pursuant to a corporation's charter, bylaws and chapters 51-68 of this title. See Tennessee Code 48-51-201
Operating agreement: means a written agreement described in §. See Tennessee Code 48-202-101
Person: includes individual and entity. See Tennessee Code 48-202-101
Publicly available identifier: includes , but is not limited to, a URL, contract address, published whitepaper, or other similar item that is available to the public. See Tennessee Code 48-250-101

(1) Include a statement that the organization is a decentralized organization, pursuant to § 48-250-103;

(2) Set forth the matters required by this chapter; and

(3) Include a publicly available identifier of a smart contract directly used to manage, facilitate, or operate the decentralized organization.

(b) Except as otherwise provided in this chapter, the articles of organization and the smart contracts for a decentralized organization govern the following:

(1) Relations among the members and between the members and the decentralized organization;

(2) Rights and duties under this chapter of a person in that person’s capacity as a member;

(3) Activities of the decentralized organization and the conduct of those activities;

(4) Means and conditions for amending the operating agreement;

(5) Rights and voting rights of members;

(6) Transferability of membership interests;

(7) Withdrawal of membership;

(8) Distributions to members prior to dissolution;

(9) Amendment of the articles of organization;

(10) Procedures for amending applicable smart contracts; and

(11) All other aspects of the decentralized organization.

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