(a) The standards of conduct established in §§ 48-58-301, 48-58-302, directors and officers” class=”unlinked-ref” datatype=”S” sessionyear=”2021″ statecd=”TN” title=”48″>48-58-303, and 48-58-403 applicable to the directors, officers, employees and agents of the nonprofit corporation that is the sole member of a nonprofit LLC shall likewise apply to the governors, managers, employees and agents of the nonprofit LLC.
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Terms Used In Tennessee Code 48-101-705

  • Code: includes the Tennessee Code and all amendments and revisions to the code and all additions and supplements to the code. See Tennessee Code 1-3-105
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Directors: means natural persons, designated in the charter or bylaws or elected or appointed by the incorporators, and their successors and natural persons elected or appointed to act as members of the board, irrespective of the names or titles by which such persons are described. See Tennessee Code 48-51-201
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • LLC: means a limited liability company, foreign or domestic, organized under or subject to the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title. See Tennessee Code 48-101-702
  • 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
  • nonprofit LLC: means a limited liability company:
    (A) That is disregarded as an entity for federal income tax purposes. See Tennessee Code 48-101-702
  • Reporter: Makes a record of court proceedings and prepares a transcript, and also publishes the court's opinions or decisions (in the courts of appeals).
(b) The indemnification provisions of chapter 58, part 5 of this title applicable to the directors, officers, employees and agents of the nonprofit corporation that is the sole member of a nonprofit LLC shall likewise apply to the governors, managers, employees and agents of the nonprofit LLC.
(c) The limitation of actions and immunity from actions provided in chapter 58, part 6 of this title applicable to the directors, officers, trustees and members of the nonprofit corporation that is the sole member of a nonprofit LLC shall likewise apply to the governors and managers of the nonprofit LLC.
(d) The attorney general and reporter shall have such authority, rights and obligations over nonprofit LLCs as the attorney general and reporter has over nonprofit corporations pursuant to chapters 51-68 of this title.
(e) If the nonprofit corporation that is the sole member of the nonprofit LLC is a “private foundation” as defined in § 509(a) of the Internal Revenue Code of 1986 ( 26 U.S.C. § 509(a) ), the requirements of § 48-51-501 shall likewise apply to the nonprofit LLC.
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