(a)To Whom Given. Except as otherwise provided in this chapter or in the articles, written notice of all meetings of members must be given to every member entitled to vote on the matters to be considered, unless:

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Terms Used In Tennessee Code 48-222-102

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Board-managed: means an LLC organized pursuant to this title that elected pursuant to §. See Tennessee Code 48-202-101
  • Business: includes every trade, occupation, profession, investment activity and other lawful purpose for gain or the preservation of assets whether or not carried on for profits. See Tennessee Code 48-202-101
  • Class: when used with reference to membership interests, means a category of membership interests that differs in one (1) or more rights or preferences from another category of membership interests of the LLC. See Tennessee Code 48-202-101
  • Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Fraud: Intentional deception resulting in injury to another.
  • LLC: means a limited liability company, organized under chapters 201-248 of this title. 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
  • Owners: means members in the case of an LLC, shareholders in the case of a corporation, partners in the case of general or limited partnerships and the equivalent with respect to other entities. See Tennessee Code 48-202-101
  • Person: includes individual and entity. See Tennessee Code 48-202-101
  • Record date: means the date established under chapter 16 or 17 on which a corporation determines the identity of its shareholders for purposes of chapters 11-27 of this title. See Tennessee Code 48-11-201
  • Secretary: means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under §. See Tennessee Code 48-11-201
  • written: means any information in the form of a document. See Tennessee Code 48-11-201
(1) The meeting is an adjourned meeting and the date, time, and place of the meeting were announced at the time of adjournment; or
(2)

(A) The following have been mailed by first class, certified or registered mail to a member at the address in the LLC records and returned undeliverable:

(i) Two (2) consecutive meeting notices; and
(ii) All payments of distributions for the greater of a twelve-month period or two (2) distributions;
(B) An action or meeting that is taken or held without notice under this subdivision (a)(2) has the same force and effect as if notice was given. If the member delivers a written notice of the member’s current address to the LLC, the notice requirement is reinstated;
(3) Unless otherwise provided in the articles or operating agreement, the record date for the determination of the owners of membership interests entitled to notice of and to vote at any meeting of members is the close of business on the date before the first notice is sent to the members.
(b)Contents. The notice must contain the date, time, and place of the meeting, and any other information required by this chapter. In the case of a meeting, other than the required annual meeting of a board-managed LLC, the notice must contain a statement of the purposes of the meeting. The notice may also contain any other information required by the articles or operating agreement or considered necessary or desirable by the person or persons calling the meeting.
(c)Prima Facie Evidence of Notice. A certificate of the secretary or other person giving the notice that the notice required by this section has been given, in the absence of fraud, shall be prima facie evidence of the facts stated therein.
(d)Waiver and Objections. A member may waive any notice required by this chapter. Except as otherwise provided herein, a waiver of notice by a member entitled to notice is effective, whether given before or after the meeting or other balloting, if such notice is given in writing. If a written waiver is given, the secretary shall place such written waiver in the records of the LLC. Attendance by a member at a meeting is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting. The secretary is required to note the objection in the minutes of the meeting.
(e)Required Notice to Members.

(1) Notwithstanding provisions in the articles or operating agreement to the contrary, all members and parties to contribution agreements and/or contribution allowance agreements shall be entitled to receive notices of the annual meetings of the members of a board-managed LLC and notices of all meetings of an LLC called for the purpose of considering any of the following actions:

(A) Dissolution;
(B) Liquidation;
(C) Sale of all or substantially all of the assets of the LLC outside the ordinary course of business; or
(D) Merger.
(2) The failure of the LLC to properly notify the parties not entitled to vote on a matter shall not invalidate or void any action described above taken at such meeting.
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