(a) The charter must set forth:

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Terms Used In Tennessee Code 48-52-102

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • board of directors: means the governing board of a corporation, whether denominated the board of directors or otherwise, except that no person or group of persons is the board of directors because of powers delegated to that person or group pursuant to §. See Tennessee Code 48-51-201
  • Business: includes every trade, occupation, profession, investment activity and other lawful purpose for gain or the preservation of assets whether or not carried on for profits. See Tennessee Code 48-202-101
  • Bylaws: means the code or codes of rules (other than the charter) adopted pursuant to chapters 51-68 of this title for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. See Tennessee Code 48-51-201
  • Charter: includes amended and restated charters and articles of merger. See Tennessee Code 48-11-201
  • Class: when used with reference to membership interests, means a category of membership interests that differs in one (1) or more rights or preferences from another category of membership interests of the LLC. See Tennessee Code 48-202-101
  • Code: includes the Tennessee Code and all amendments and revisions to the code and all additions and supplements to the code. See Tennessee Code 1-3-105
  • 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.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • 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
  • Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
  • Distribution: means a direct or indirect transfer of money or other property (except its own membership interests) with or without consideration, or an incurrence or issuance of indebtedness, (whether directly or indirectly, including through a guaranty) by an LLC to or for the benefit of any of its members in respect of membership interests. See Tennessee Code 48-202-101
  • Employee: includes an officer but not a director. See Tennessee Code 48-11-201
  • Fiduciary: A trustee, executor, or administrator.
  • Governing body: means the board of governors in the case of a board-managed LLC, the members in the case of a member-managed LLC, and the board of directors in the case of a corporation. See Tennessee Code 48-202-101
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • 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
  • Mutual benefit corporation: means a domestic corporation which becomes by operation of law a mutual benefit corporation pursuant to §. See Tennessee Code 48-51-201
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Person: includes individual and entity. See Tennessee Code 48-202-101
  • Principal office: means the office (in or out of this state) so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located. See Tennessee Code 48-11-201
  • Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Tennessee Code 48-202-101
  • Public benefit corporation: means a domestic corporation which becomes by operation of law a public benefit corporation pursuant to §. See Tennessee Code 48-51-201
  • Registered office: means the place in this state designated in the articles as the registered office of the LLC. See Tennessee Code 48-202-101
  • Religious corporation: means a public benefit or mutual benefit corporation organized and operating primarily or exclusively for religious purposes. See Tennessee Code 48-51-201
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See Tennessee Code 48-11-201
(1) A corporate name for the corporation that satisfies the requirements of § 48-54-101;
(2) One (1) of the following statements:

(A) This corporation is a public benefit corporation; or
(B) This corporation is a mutual benefit corporation;
(3) If the corporation is a religious corporation, a statement to that effect;
(4) The street address and zip code of the corporation’s initial registered office, the county in which the office is located, and the name of its initial registered agent at that office;
(5) The name, address and zip code of each incorporator;
(6) The street address and zip code of the initial principal office, and a mailing address if the United States Postal Service does not deliver to the principal office, of the corporation;
(7) A statement that the corporation is not for profit;
(8) A statement that the corporation will or will not have members; and
(9) Provisions not inconsistent with law regarding the distribution of assets upon dissolution.
(b) The charter may set forth:

(1) The names and addresses of the individuals who are to serve as the initial directors;
(2) Provisions not inconsistent with law:

(A) Stating the purpose or purposes for which the corporation is organized;
(B) Regarding the management of the business and regulating the affairs of the corporation; and
(C) Defining, limiting and regulating the powers and rights of the corporation, its board of directors and members or any class thereof;
(3)

(A) A provision eliminating or limiting the personal liability of a director to the corporation or its members for monetary damages for breach of fiduciary duty as a director; provided, that such provision shall not eliminate or limit the liability of a director:

(i) For any breach of the director’s duty of loyalty to the corporation or its members;
(ii) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or
(iii) Under § 48-58-302;
(B)

(i) No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective;
(ii) All references in this subsection (b) to a “director” are also deemed to refer to a member of the governing body of a corporation which dispenses with or limits the authority of the board of directors pursuant to § 48-58-101(c);
(4) Any provision that under chapters 51-68 of this title is required or permitted to be set forth in the bylaws;
(5)

(A) A provision permitting or making obligatory indemnification of a director for liability to any person for any action taken, or any failure to take any action, as a director, except liability for:

(i) Receipt of a financial benefit to which the director is not entitled;
(ii) An intentional infliction of harm;
(iii) A violation of § 48-58-302; or
(iv) An intentional violation of criminal law; and
(B) For purposes of subdivision (b)(5)(A):

(i) “Liability” means the obligation to pay a judgment, settlement, penalty, fine, including excise tax assessed with respect to an employee benefit plan, as reasonable expenses incurred with respect to a proceeding; and
(ii) “Proceeding” includes a threatened, pending or completed proceeding;
(6) That the liability of a director of a corporation that is not a public benefit corporation may be eliminated or limited by a provision of the charter that a director shall not be liable to the corporation or its members for money damages for any action taken, or any failure to take any action, as a director, except liability for:

(A) The amount of a financial benefit received by the director to which the director is not entitled;
(B) An intentional infliction of harm;
(C) A violation of § 48-58-302; or
(D) An intentional violation of criminal law.
(c) The charter need not set forth any of the corporate powers enumerated in chapters 51-68 of this title.
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