(a)Approval of a New Member. Except as otherwise provided in the articles or operating agreement after an LLC is formed, all members must approve the admission of a new person or entity as a member, the interest of such member and the contribution of such member. The articles or operating agreement may delegate the authority to approve the identity of a new member, such member’s contribution and/or such member’s interest to the board of governors. The sole member of an LLC may freely assign governance rights and/or membership interests in the LLC at any time. The articles or operating agreement may provide that the governance rights associated with membership interests or classes of membership interests may be transferred to persons who will become members upon such transfer without requiring consent of the members or governors.
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Terms Used In Tennessee Code 48-232-102

  • board of governors: means the board of governors of an LLC electing to be board-managed or, in the case of a foreign limited liability company, its equivalent. See Tennessee Code 48-202-101
  • Board-managed: means an LLC organized pursuant to this title that elected pursuant to §. See Tennessee Code 48-202-101
  • Entity: includes the following, whether foreign or domestic: LLCs. See Tennessee Code 48-202-101
  • Governance rights: means a right to vote on one (1) or more matters and all a member's rights as a member in the LLC other than financial rights and the right to assign financial rights. See Tennessee Code 48-202-101
  • Governor: means a natural person or entity serving on the board of governors of a board-managed LLC. See Tennessee Code 48-202-101
  • Interest: means either or both of the following rights under the organic law of an unincorporated entity:
    (A) The right to receive distributions from the entity either in the ordinary course or upon liquidation. See Tennessee Code 48-11-201
  • 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
  • Person: includes individual and entity. See Tennessee Code 48-202-101
(b)Minimum Approval of Members. Except in the case of a single-member LLC or as provided in subsection (d), if approval of the admission of a new member is by the members, neither the articles nor the operating agreement may reduce the vote of the members required to approve the admission of a new member to less than either a per capita majority of the nontransferring members or a majority of the profits interest of the nontransferring members or a majority of the capital interest of the nontransferring members. With respect to a single-member LLC, the transferring member may approve the admission of one (1) or more new members.
(c)Minimum Approval of Governors. If approval of the admission of a new member of a board-managed LLC is by the board of governors, neither the articles nor the operating agreement may reduce the vote of the governors required to approve the admission of a new member to less than a majority in number of the nontransferring governors who are members.
(d)Consent Is Discretionary. All consents under this section may be unreasonably withheld and are in the sole discretion of the member or governor.
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