(a) Unless otherwise provided in the charter or the bylaws, directors are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present.
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Terms Used In Tennessee Code 48-57-206

  • 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
  • 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
  • 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
  • Quorum: The number of legislators that must be present to do business.
(b) Members do not have a right to cumulate their votes for directors unless the charter or the bylaws so provide.
(c) If the charter or the bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a single candidate or distribute the product among two (2) or more candidates.
(d) Members otherwise entitled to vote cumulatively may not vote cumulatively at a particular meeting unless:

(1) The meeting notice or statement accompanying the notice states conspicuously that cumulative voting is authorized; or
(2) A member who has the right to cumulate the member’s votes gives notice during the meeting and before the vote is taken of the member’s intent to cumulate votes, and if one (1) member gives this notice, all other members participating in the election are entitled to cumulate their votes without giving further notice.
(e) Members may not cumulatively vote if the directors and members are identical.
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