As used in this chapter:

(1) “Decentralized organization” means a decentralized organization, organized under this chapter;
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Terms Used In Tennessee Code 48-250-101

  • articles of organization: means in the case of an LLC organized under chapters 201-248 of this title, articles of organization, articles of amendment, articles of correction, certificates of merger, and all similar documents required to be filed with any of the foregoing as part of the formation and continuation of an LLC. See Tennessee Code 48-202-101
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Contract: A legal written agreement that becomes binding when signed.
  • Decentralized organization: means a decentralized organization, organized under this chapter. See Tennessee Code 48-250-101
  • Digital asset: means :
    (A) An electronic record in which a person has a right or interest. See Tennessee Code 48-250-101
  • Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. See Tennessee Code 48-11-201
  • Electronic record: means information that is stored in an electronic or other medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with §. See Tennessee Code 48-11-201
  • Entity: includes the following, whether foreign or domestic: LLCs. 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
  • 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
  • Member-managed: means an LLC organized pursuant to this title that has elected pursuant to §. 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
  • Membership interest: means :
    (A) A member's ownership share in a member-managed decentralized organization, which may be defined in the entity's articles of organization, smart contract, or operating agreement. See Tennessee Code 48-250-101
  • 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
  • Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Tennessee Code 48-250-101
  • Share: means the unit into which the proprietary interests in a corporation are divided. See Tennessee Code 48-11-201
(2) “Digital asset” means:

(A) An electronic record in which a person has a right or interest; and
(B) Does not include an underlying asset or liability unless the asset or liability is itself an electronic record;
(3) “Distributed ledger technology” means a distributed ledger protocol and supporting infrastructure, including blockchain, that uses a distributed, decentralized, shared, and replicated ledger, whether it be public or private, permissioned or permissionless, and that may include the use of electronic currencies or electronic tokens as a medium of electronic exchange;
(4) “Electronic,” relating to technology, means having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities;
(5) “Majority of the members” means the approval of more than fifty percent (50%) of participating membership interests in a vote for which a quorum of members is participating, excluding a person who dissociates from the organization as set forth in § 48-250-112;
(6) “Membership interest” means:

(A) A member‘s ownership share in a member-managed decentralized organization, which may be defined in the entity‘s articles of organization, smart contract, or operating agreement; or
(B) A digital asset, if designated as a membership interest in the organization’s articles of organization or operating agreement;
(7) “Publicly available identifier” includes, but is not limited to, a URL, contract address, published whitepaper, or other similar item that is available to the public;
(8) “Quorum” means a minimum requirement on the sum of membership interests participating in a vote for that vote to be valid;
(9) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form; and
(10) “Smart contract” means an event-driven computer program, that executes on an electronic, distributed, decentralized, shared, and replicated ledger that is used to automate transactions, including, but not limited to, transactions that:

(A) Take custody over and instruct transfer of assets on that ledger;
(B) Create and distribute electronic assets;
(C) Synchronize information; or
(D) Manage identity and user access to software applications.
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