(a)Voting power. Each member, manager or director, as applicable, of an LLC shall have equal voting power per capita with each other member, manager or director.
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Terms Used In Tennessee Code 48-249-405

  • Director: means an individual who is vested with authority as a director under §. See Tennessee Code 48-249-102
  • 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
  • Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. 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
  • LLC documents: means either, or both:
    (A) An LLC's articles. See Tennessee Code 48-249-102
  • Manager: means a person who is vested with authority as a manager under §. See Tennessee Code 48-249-102
  • Member: means a person that has been admitted to an LLC as a member, as provided in §. See Tennessee Code 48-249-102
  • Person: means an individual or an entity. See Tennessee Code 48-249-102
  • Quorum: The number of legislators that must be present to do business.
  • Record: means information that is inscribed in a tangible medium, or that is stored in an electronic or other medium, and is retrievable in perceivable form. See Tennessee Code 48-249-102
  • 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
  • signed: includes a mark, the name being written near the mark and witnessed, or any other symbol or methodology executed or adopted by a party with intention to authenticate a writing or record, regardless of being witnessed. See Tennessee Code 1-3-105
  • 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
  • written: means any information in the form of a document. See Tennessee Code 48-11-201
(b)Procedures. The LLC documents may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on, consented to or approved by any members, managers or directors, as applicable, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, in the case of members or managers, or any other matter with respect to the exercise of any such right to vote.
(c)Action on written consent.

(1) On any matter that, under this chapter or under the LLC documents, is to be voted on, consented to or approved by members, managers or directors, as applicable, the members, managers or directors, as applicable, may take such action without a meeting, without prior notice and without a vote, if consent or consents in writing, setting forth the action so taken is signed:

(A) In the case of the members or managers, by the members or managers, as applicable, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members or managers, as applicable, entitled to vote on the matter were present and voted; or
(B) In the case of the directors, by all directors entitled to vote on the matter.
(2) A consent transmitted by electronic transmission by a member, manager or director, or by a person or persons authorized to act for the member or manager, as applicable, shall be deemed to be written and signed for purposes of this subsection (c). For purposes of this subsection (c), the term “electronic transmission” means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient of the communication, and that may be directly reproduced in paper form by such a recipient through an automated process. Prompt notice of the taking of LLC action without a meeting by less than unanimous written consent of the members or managers, as applicable, shall be given to any member or manager, as applicable, entitled to vote on the matter that did not sign such written consent; provided, however, that the failure to give such notice shall not affect the validity of the action taken.
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