(a) The members may remove one (1) or more governors with or without cause at any time unless the articles or operating agreement provide that governors may only be removed for cause.
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Terms Used In Tennessee Code 48-239-109

  • 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
  • Court: includes every court and judge having jurisdiction in the case. 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
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • LLC: means a limited liability company, organized under chapters 201-248 of this title. See Tennessee Code 48-202-101
  • Operating agreement: means a written agreement described in §. See Tennessee Code 48-202-101
  • Principal executive office: means an office, in or out of this state, where the principal office of the chief manager of the LLC or foreign LLC is located. See Tennessee Code 48-202-101
  • Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Tennessee Code 48-202-101
  • Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in a perceivable form. See Tennessee Code 1-3-105
  • Secretary: means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under §. See Tennessee Code 48-11-201
  • State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
  • Voting group: means all shares of one (1) or more classes or series that under the charter or chapters 11-27 of this title are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Tennessee Code 48-11-201
  • Voting power: means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. See Tennessee Code 48-51-201
(b) If a governor is elected by a voting group of members, only the members of that voting group may participate in the vote to remove the governor without cause.
(c)Cumulative voting and removal. If cumulative voting is authorized, a governor may not be removed if the number of votes sufficient to elect the governor under cumulative voting is voted against the governor’s removal. If cumulative voting is not authorized, a governor may be removed only if the number of votes cast to remove the governor exceeds the number of votes cast not to remove the governor.
(d) If the articles or operating agreement so provide, any or all of the governors may be removed for cause by a vote of a majority of the entire board of governors.
(e)Meeting for removal. A governor may be removed by the members or governors only at a meeting called for the purpose of removing the governor and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of one (1) or more governors.
(f)Removal of governor by judicial proceeding.

(1) A court of record having equity jurisdiction in the county where an LLC‘s principal executive office (or, if none in this state, its registered office) is located may remove a governor of the LLC from office in a proceeding commenced either by the LLC or by such number of its members as represent at least ten percent (10%) of the outstanding voting power of the members of the LLC if the court finds that:

(A) The governor engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the LLC; and
(B) Removal is in the best interest of the LLC.
(2) The court that removes a governor may bar the governor from reelection for a period prescribed by the court.
(3) If removal is by a court, the secretary or the court on its own motion may call a meeting of the members to elect one (1) or more new governors.
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