(a) The certificate of incorporation may, at any time, be amended so as to make any changes in the certificate of incorporation and add any provisions to the certificate of incorporation that might have been included in the original certificate of incorporation.
lawyer at desk

Ask a legal question, get an answer ASAP!
Click here to chat with a lawyer about your rights.

Terms Used In Tennessee Code 7-36-106

  • 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.
  • Associated municipality: means a municipality that is located in a county having a population of three hundred thirty-five thousand (335,000) or less, according to the 2010 federal census or any subsequent federal census, and that, as of the date an authority is formed under this chapter, operates an electric system under the authority of chapter 52 of this title. See Tennessee Code 7-36-102
  • Authority: means an authority created pursuant to this chapter. See Tennessee Code 7-36-102
  • Board: means the board of directors of the authority. See Tennessee Code 7-36-102
  • Governing body: means the legislative body of the associated municipality creating an authority pursuant to this chapter or, as applicable in §. See Tennessee Code 7-36-102
  • Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in a perceivable form. See Tennessee Code 1-3-105
  • 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) An amendment to the certificate of incorporation shall be effected in the following manner:

(1) The members of the board of directors of the authority shall file with the governing body of the associated municipality an application in writing seeking permission to amend the certificate of incorporation, specifying in such application the amendment proposed to be made;
(2) The governing body shall consider the application and, if it shall, by appropriate resolution, duly find and determine that it is wise, expedient, necessary, or advisable that the proposed amendment be made and shall authorize the amendment to be made and shall approve the form of the proposed amendment, then the persons making application shall execute an instrument embodying the amendment specified in the application, and shall file the application with the secretary of state;
(3) The proposed amendment shall be subscribed and acknowledged by each member of the board of directors before an officer authorized by the laws of this state to take acknowledgments to deeds; and
(4) The secretary of state shall examine the proposed amendment and, if the secretary of state finds that the requirements of this section have been complied with and the proposed amendment is within the scope of what might be included in an original certificate of incorporation pursuant to § 7-36-104, then the secretary of state shall approve the amendment and record it in an appropriate book in the secretary of state’s office.
(c) When an amendment has been made, filed, and approved, it shall become effective and the certificate of incorporation shall be amended pursuant to subsection (b) to the extent provided in the amendment.
(d) No certificate of incorporation shall be amended except in the manner provided in this section.
  Previous section
Next section  
 Chapter 36 Contents