(a) The certificate of incorporation may, at any time, and from time to 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.
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Terms Used In Tennessee Code 7-39-204

  • 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 the municipality for the benefit of which an energy acquisition corporation is organized. See Tennessee Code 7-39-102
  • 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.
  • Governing body: means , with respect to a municipality that is an associated municipality of, or purchaser of gas from, an acquisition corporation established to exercise the powers described in this chapter with respect to natural gas and natural gas substitutes, any board, commission or other instrumentality of such municipality having jurisdiction, control and management of the gas distribution system of that municipality, and, with respect to a municipality that is an associated municipality of, or purchaser of electrical power from, an acquisition corporation established to exercise the powers described in this chapter with respect to electrical power, any board, commission or other instrumentality of such municipality having jurisdiction, control and management of the electrical power distribution system of that municipality. See Tennessee Code 7-39-102
  • 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) Any such amendment shall be effected in the following manner:

(1) The members of the board of directors of the corporation 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 Tennessee to take acknowledgments to deeds.
(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, 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 so made, filed and approved, it shall become effective and the certificate of incorporation shall be amended to the extent provided in the amendment.
(d) No certificate of incorporation shall be amended except in the manner provided in this section.
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