(a) An amendment, including a conversion to a general nonprofit corporation pursuant to § 48-61-109, must be approved by two-thirds (2/3) of the directors. An amendment changing the name of the association or its principal place of business must be adopted by the association if notice of the board of directors meeting to consider the amendment is given to the members as provided in § 43-16-115. All other amendments must also be adopted by a vote representing a majority of all the members of the association as provided in this section.
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Terms Used In Tennessee Code 43-16-113

  • Adjourn: A motion to adjourn a legislative chamber or a committee, if passed, ends that day's session.
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Association: means any corporation organized under this chapter. See Tennessee Code 43-16-103
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Member: includes actual members of associations without capital stock, and holders of common stock in associations organized with capital stock. See Tennessee Code 43-16-103
  • Person: includes an individual, firm, partnership, corporation, and association. See Tennessee Code 43-16-103
  • Quorum: The number of legislators that must be present to do business.
  • 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
(b)

(1) If, at a meeting of the members of the association to which a proposed amendment has been submitted, a majority of the members are not present, then those present and members voting by any method allowed in the organization’s bylaws, whether or not a quorum is present, may adjourn the meeting to a time and place certain.
(2) Prior to the convening of the adjourned meeting, notice of the adjourned meeting must be given to the members solely to vote and count ballots received by any method allowed in the organization’s bylaws, including in person, by proxy, mail, or an electronic method, on the proposed amendment. The notice must state the time, place, and purpose of the adjourned meeting.
(3) When the meeting reconvenes, the members represented by any method allowed by the organization’s bylaws, including a member being present in person, and those voting by proxy, mail, or an electronic method, constitute the quorum, and may take action on the proposed amendment by a majority vote of those represented, even if fewer than a majority of the total membership of the association is present.
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