Terms Used In Tennessee Code > Title 15 > Chapter 2 - Days of Special Observance

• Acquire: means to construct or to acquire by purchase, lease, lease-purchase, devise, gift, exercise of the power of eminent domain, or exercise of any other mode of acquisition. See Tennessee Code 7-36-102
• Affiliate: means :
  (A)

  (i) Any person who, directly or indirectly, beneficially owns, controls or holds the power to vote fifteen percent (15%) or more of the outstanding voting securities or other voting ownership interest of a TNInvestco or insurance company. See Tennessee Code 4-28-102
• Agriculture: means :
  (i) The land, buildings and machinery used in the commercial production of farm products and nursery stock. See Tennessee Code 1-3-105
• Allocation date: means the date on which investment tax credits under §. See Tennessee Code 4-28-102
• 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.
• Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
• Appraisal: A determination of property value.
• Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
• articles of organization: means in the case of an LLC organized under chapters 201-248 of this title, articles of organization, articles of amendment, articles of correction, certificates of merger, and all similar documents required to be filed with any of the foregoing as part of the formation and continuation of an LLC. See Tennessee Code 48-202-101
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• 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
• Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
• Base investment amount: means fourteen million dollars ($14,000,000) in the case of a qualified TNInvestco receiving one (1) allocation of tax credits and twenty eight million dollars ($28,000,000) in the case of a qualified TNInvestco receiving two (2) allocations of tax credits, which must be available in cash or cash equivalents immediately following the investment by a TNInvestco's participating investors and its owners. See Tennessee Code 4-28-102
• Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. ^{Source: OCC}
• Board: means the board of directors of the authority. See Tennessee Code 7-36-102
• Board: as used in this part , means a board of waterworks and/or sewerage commissioners as required and authorized in this section, constituted and appointed as provided in §. See Tennessee Code 7-35-406
• board of governors: means the board of governors of an LLC electing to be board-managed or, in the case of a foreign limited liability company, its equivalent. See Tennessee Code 48-202-101
• Board-managed: means an LLC organized pursuant to this title that elected pursuant to §. See Tennessee Code 48-202-101
• Bonds: means bonds, interim certificates, notes, debentures, lease-purchase agreements, and all other evidences of indebtedness either issued by or the payment of which has been assumed by the authority. See Tennessee Code 7-36-102
• 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
• Chambers: A judge's office.
• 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
• Commissioner: means the commissioner of economic and community development. See Tennessee Code 4-26-102
• Confirmation of good standing: means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that at the time such confirmation is issued an LLC or a foreign LLC is current on all taxes and penalties to the satisfaction of the commissioner. See Tennessee Code 48-202-101
• Contract: A legal written agreement that becomes binding when signed.
• Conviction: A judgement of guilt against a criminal defendant.
• 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.
• Court: includes every court and judge having jurisdiction in the case. See Tennessee Code 48-202-101
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
• Department: means the department of economic and community development. See Tennessee Code 4-26-102
• Dependent: A person dependent for support upon another.
• Designated capital: means an amount of money that is invested by a participating investor in a qualified TNInvestco. See Tennessee Code 4-28-102
• Devise: To gift property by will.
• Disadvantaged business: means a business that is solely owned, or at least fifty-one percent (51%) of the outstanding stock of which is owned, by a person who is either:
  (A) By reason of social background unable to obtain technical, business or financial assistance of a quality or quantity similar to that available to the average business. See Tennessee Code 4-26-102
• Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
• Dispose: means to sell, lease, convey, or otherwise transfer any property or any interest in property of the authority. See Tennessee Code 7-36-102
• Dissenter: means a member who is entitled to dissent from LLC action under §. See Tennessee Code 48-231-101
• 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
• Document: means :
  (A) Any tangible medium on which information is inscribed, and includes any writing or written instrument. See Tennessee Code 48-11-201
• Electric service: means the furnishing of electric power and energy for lighting, heating, power, or any other purpose for which electric power and energy can be used. See Tennessee Code 7-36-102
• End date profit share percentage: means a fee paid to the state by a qualified TNInvestco as provided in §. See Tennessee Code 4-28-102
• Energy: means any and all forms of energy no matter how or where generated or produced. See Tennessee Code 7-36-102
• Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
• Entity: includes the following, whether foreign or domestic: LLCs. See Tennessee Code 48-202-101
• Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. ^{Source: U.S. Courts}
• Escrow: Money given to a third party to be held for payment until certain conditions are met.
• Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
• Fair value: means the value of the dissenter's membership interest of an LLC immediately before the effective date of the LLC action referred to in §. See Tennessee Code 48-231-101
• Federal agency: means the United States, the president of the United States, the Tennessee Valley authority, and any other authority, agency, instrumentality, or corporation of the United States. See Tennessee Code 7-36-102
• Fiduciary: A trustee, executor, or administrator.
• Financial rights: means a member's rights to:
  (A) Share in profits and losses as provided in §. See Tennessee Code 48-202-101
• Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• Governance rights: means a right to vote on one (1) or more matters and all a member's rights as a member in the LLC other than financial rights and the right to assign financial rights. See Tennessee Code 48-202-101
• Governing body: means bodies and boards, by whatsoever names they may be known, charged with the governing of a municipality. See Tennessee Code 7-34-102
• 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
• Governor: means a natural person or entity serving on the board of governors of a board-managed LLC. See Tennessee Code 48-202-101
• Highway: includes public bridges and may be held equivalent to the words "county way" "county road" or "state road". See Tennessee Code 1-3-105
• Improve: means to construct, reconstruct, repair, extend, enlarge, or alter. See Tennessee Code 7-36-102
• Improvement: means any extension, betterment, or addition to any system. See Tennessee Code 7-36-102
• Individual: includes the estate of an incompetent or deceased individual. See Tennessee Code 48-11-201
• Interest: means either or both of the following rights under the organic law of an unincorporated entity:
  (A) The right to receive distributions from the entity either in the ordinary course or upon liquidation. See Tennessee Code 48-11-201
• Interest: means interest from the effective date of the action referred to in §. See Tennessee Code 48-231-101
• Interest rate: The amount paid by a borrower to a lender in exchange for the use of the lender's money for a certain period of time. Interest is paid on loans or on debt instruments, such as notes or bonds, either at regular intervals or as part of a lump sum payment when the issue matures. ^{Source: OCC}
• Investment period: means the period January 1, 2010, through December 31, 2019. See Tennessee Code 4-28-102
• Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
• Lands: includes lands, tenements and hereditaments, and all rights thereto and interests therein, equitable as well as legal. See Tennessee Code 1-3-105
• Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Lien: A claim against real or personal property in satisfaction of a debt.
• Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
• Livestock: means all equine as well as animals that are being raised primarily for use as food or fiber for human utilization or consumption including, but not limited to, cattle, sheep, swine, goats, and poultry. See Tennessee Code 1-3-105
• LLC: means a limited liability company, organized under chapters 201-248 of this title. See Tennessee Code 48-202-101
• LLC: means an LLC whose members have obtained rights to dissent under §. See Tennessee Code 48-231-101
• Majority vote: means with respect to a vote of the members, if voting on a per capita basis, a majority in number of the members entitled to vote on a specific matter, or if the voting is determined otherwise, a majority of the voting interest (which may be expressed as a percentage) entitled to vote on a specific matter, and with respect to a vote of the governors, a majority in number of the governors entitled to vote on a specific matter. See Tennessee Code 48-202-101
• Manager: means a person elected, appointed, or otherwise designated as a manager by the governing body, and any other person considered elected as a manager pursuant to §. See Tennessee Code 48-202-101
• 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
• Member: includes a former member when dissenters' rights exist because:
  (A) The membership of that former member has terminated causing dissolution. See Tennessee Code 48-231-101
• Member-managed: means an LLC organized pursuant to this title that has elected pursuant to §. See Tennessee Code 48-202-101
• Membership: means the rights and obligations a member has pursuant to a corporation's charter, bylaws and chapters 51-68 of this title. See Tennessee Code 48-51-201
• Membership interest: means a member's interest in an LLC consisting of a member's financial rights, a member's right to assign financial rights as provided in §. See Tennessee Code 48-202-101
• Minority-owned business: means a business that is wholly owned, or at least fifty-one percent (51%) of the assets or outstanding stock of which is owned, by one (1) or more individuals who are members of any racial or ethnic minority within the state and whose management and daily business operations are under the control of one (1) or more members of any racial or ethnic minority within the state. See Tennessee Code 4-28-102
• Month: means the time from any day of any month to the corresponding day of the succeeding month, if any, and if none, the last day of the succeeding month. See Tennessee Code 48-11-201
• Month: means a calendar month. See Tennessee Code 1-3-105
• Municipal bonds: means bonds of the associated municipality issued to finance or refinance any of the systems. See Tennessee Code 7-36-102
• Municipal corporation: means any incorporated city or town in this state and any utility district created pursuant to chapter 82 of this title. See Tennessee Code 7-35-401
• Municipal electric system: means the electric system division or department of the associated municipality. See Tennessee Code 7-36-102
• Municipality: means any county or incorporated city or town of the state. See Tennessee Code 7-34-102
• Municipality: means any county or incorporated city or town within or outside this state. See Tennessee Code 7-36-102
• 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.
• Operating agreement: means a written agreement described in §. See Tennessee Code 48-202-101
• Outlays: Outlays are payments made (generally through the issuance of checks or disbursement of cash) to liquidate obligations. Outlays during a fiscal year may be for payment of obligations incurred in prior years or in the same year.
• Oversight: Committee review of the activities of a Federal agency or program.
• Owners: means members in the case of an LLC, shareholders in the case of a corporation, partners in the case of general or limited partnerships and the equivalent with respect to other entities. See Tennessee Code 48-202-101
• Participating investor: means any insurance company required to pay the gross premiums tax pursuant to §. See Tennessee Code 4-28-102
• Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
• Person: means any natural person or entity, including, but not limited to, a corporation, general or limited partnership, trust or limited liability company. See Tennessee Code 4-28-102
• Person: includes individual and entity. See Tennessee Code 48-202-101
• Person: means any natural person, firm, association, corporation, limited liability company, business trust, partnership, or governmental entity. See Tennessee Code 7-36-102
• Person: means any individual, corporation, partnership, unincorporated association or other entity and any "associate" (as defined in subdivision (1)) of such individual or entity. See Tennessee Code 48-103-502
• Person: includes a corporation, firm, company or association. See Tennessee Code 1-3-105
• Plaintiff: The person who files the complaint in a civil lawsuit.
• Principal executive office: means an office, in or out of this state, where the principal office of the chief manager of the LLC or foreign LLC is located. See Tennessee Code 48-202-101
• Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Tennessee Code 48-202-101
• Profit share percentage: means a fee paid to the state by a qualified TNInvestco as provided in §. See Tennessee Code 4-28-102
• Program end date: means December 31, 2024. See Tennessee Code 4-28-102
• Project for a private purpose: includes , but is not limited to:
  (a) Any commercial project, commercial subdivision, private residence or residential subdivision that is owned by a nonpublic entity. See Tennessee Code 7-35-401
• Property: includes both personal and real property. See Tennessee Code 1-3-105
• Public works: means any one (1) or combination of two (2) or more of the following: water, sewerage, gas or electric heat, light or power works, plants and systems or parking facilities, together with all parts thereof and appurtenances thereto, including, but not limited to, supply and distribution systems, electrical power purchased from the Tennessee Valley authority or similar governmental agencies, on a current or long-term purchase basis, reservoirs, dams, sewage treatment and disposal works and generating plants. See Tennessee Code 7-34-102
• Qualified business: means a business that is independently owned and operated and meets all of the following requirements:
  (i) It is headquartered in this state, its principal business operations are located in this state, and at least sixty percent (60%) of its employees are located in this state. See Tennessee Code 4-28-102
• Qualified investment: means the investment of cash by a qualified TNInvestco in a qualified business for the purchase of equity, equity options, warrants, or debt convertible to equity. See Tennessee Code 4-28-102
• 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
• Refunding bonds: means bonds of the authority issued to refund all or any part of bonds of the authority or the municipal bonds. See Tennessee Code 7-36-102
• 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
• Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
• Reporter: Makes a record of court proceedings and prepares a transcript, and also publishes the court's opinions or decisions (in the courts of appeals).
• Representative: means a governor, manager, employee or other agent of a foreign LLC. See Tennessee Code 48-202-101
• Representative: when applied to those who represent a decedent, includes executors and administrators, unless the context implies heirs and distributees. See Tennessee Code 1-3-105
• resulting entity: means the entity resulting from a merger. See Tennessee Code 48-202-101
• Secretary: means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under §. See Tennessee Code 48-11-201
• Secretary of state: means the person who holds the office of secretary of state of Tennessee. See Tennessee Code 48-202-101
• Seed or early stage investment: means an investment in a company that has a product or service in testing or pilot production that may or may not be commercially available. See Tennessee Code 4-28-102
• Series: means a category of membership interests, within a class of membership interests, that have some of the same rights and preferences as other membership interests within the same class, but that differ in one (1) or more rights and preferences from another category of membership interests within that class. See Tennessee Code 48-202-101
• Service of process: The service of writs or summonses to the appropriate party.
• Sewerage system: means all or any part of the following:
  (A) The collecting system. See Tennessee Code 7-35-401
• Share: means the unit into which the proprietary interests in a corporation are divided. See Tennessee Code 48-11-201
• signed: includes a mark, the name being written near the mark and witnessed, or any other symbol or methodology executed or adopted by a party with intention to authenticate a writing or record, regardless of being witnessed. 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
• State premium tax liability: means any liability incurred by an insurance company under §. See Tennessee Code 4-28-102
• Statute: A law passed by a legislature.
• Statute of limitations: A law that sets the time within which parties must take action to enforce their rights.
• Subsidiary: means any corporation in which a majority of the shares entitled to vote are owned or controlled, directly or indirectly, by a corporation subject to this part. See Tennessee Code 48-103-502
• Supervisory board: means the board of public utilities or other similar body of the associated municipality, as such board is constituted as of the date an authority is formed pursuant to this chapter. See Tennessee Code 7-36-102
• System: means any plant, works, facility, property, or parts thereof, together with all appurtenances thereto, used or useful in connection with the furnishing of any of the services and commodities authorized to be provided in this chapter, including generation or production facilities, transmission facilities, storage facilities, and distribution facilities, and all real and personal property of every nature comprising part of or used or useful in connection with a "system" and all appurtenances, contracts, leases, franchises, and other intangibles relating to a "system". See Tennessee Code 7-36-102
• Tax clearance for termination or withdrawal: means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that an LLC or a foreign LLC has filed all applicable reports, including, but not limited to, a final report, and has paid all fees, penalties and taxes as required by the revenue laws of this state. See Tennessee Code 48-202-101
• Telecommunications service: means telephone, cable television, voice, data, or video transmissions, video programming, Internet access and related services, load control, meter reading, appliance monitoring, power exchange, and billing, or any other telecommunications services or similar or component service that may be provided, as allowed by law, including servicing and repairing related equipment, regardless of the facilities used. See Tennessee Code 7-36-102
• 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
• TNInvestco: means a partnership, corporation, trust or limited liability company, whether organized on a for-profit or not-for-profit basis that completes the application process in §. See Tennessee Code 4-28-102
• Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
• Transcript: A written, word-for-word record of what was said, either in a proceeding such as a trial or during some other conversation, as in a transcript of a hearing or oral deposition.
• Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
• Trustee: A person or institution holding and administering property in trust.
• Uniform Commercial Code: A set of statutes enacted by the various states to provide consistency among the states' commercial laws. It includes negotiable instruments, sales, stock transfers, trust and warehouse receipts, and bills of lading. ^{Source: OCC}
• United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See Tennessee Code 48-11-201
• United States: includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
• User fees: Fees charged to users of goods or services provided by the government. In levying or authorizing these fees, the legislature determines whether the revenue should go into the treasury or should be available to the agency providing the goods or services.
• Venue: The geographical location in which a case is tried.
• Wastewater service: means the collection, transportation, and treatment of water discharged from residential, commercial, industrial, or other processes for final discharge to the environment. See Tennessee Code 7-36-102
• Water service: means the procurement, treatment, and distribution of water for domestic use or any other purpose for which water can be used. See Tennessee Code 7-36-102
• Waterworks system: means all or any part of the following:
  (A) Source of supply. See Tennessee Code 7-35-401
• Works: means the waterworks or sewerage system. See Tennessee Code 7-35-401
• written: means any information in the form of a document. See Tennessee Code 48-11-201
• written: includes printing, typewriting, engraving, lithography, and any other mode of representing words and letters. See Tennessee Code 1-3-105
• Year: means a calendar year, unless otherwise expressed. See Tennessee Code 1-3-105