(a) The members of a class in a corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would:

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Terms Used In Tennessee Code 48-60-205

  • 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.
  • 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
  • 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.
  • Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
  • Termination: means the end of an LLC's existence as a legal entity and occurs when the articles of termination are filed with the secretary of state under §. See Tennessee Code 48-202-101
  • 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
(1) Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than the amendment would affect another class;
(2) Change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;
(3) Increase or decrease the number of memberships authorized for that class;
(4) Increase the number of memberships authorized for another class;
(5) Effect an exchange, reclassification or termination of all or part of the memberships of that class; or
(6) Authorize a new class of memberships.
(b) If a class is to be divided into two (2) or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment.
(c) If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less.
(d) A class of members is entitled to the voting rights granted by this section although the charter and bylaws provide that the class may not vote on the proposed amendment.
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