Terms Used In Tennessee Code > Title 20 > Chapter 4 - Venue

• Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
• 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.
• Articles of conversion: means the form of articles provided for in chapter 204 of this title creating a new LLC and evidencing the conversion of an existing partnership or corporation to the new LLC which shall have all of the assets and liabilities of the former partnership. See Tennessee Code 48-202-101
• 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.
• Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
• Board: means a G&. See Tennessee Code 48-69-103
• board of directors: means the governing board of a corporation, whether denominated the board of directors or otherwise, except that no person or group of persons is the board of directors because of powers delegated to that person or group pursuant to §. See Tennessee Code 48-51-201
• Board-managed: means an LLC organized pursuant to this title that elected pursuant to §. See Tennessee Code 48-202-101
• 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
• Charitable purpose: means a purpose that:
  (A) Would make a corporation operated exclusively for that purpose eligible to be exempt from taxation under Section 501(c)(3) of the Internal Revenue Code. 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
• Clerk of court: An officer appointed by the court to work with the chief judge in overseeing the court's administration, especially to assist in managing the flow of cases through the court and to maintain court records.
• 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
• Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
• Contract: A legal written agreement that becomes binding when signed.
• Contribution agreement: means a binding agreement between a person and an LLC under which:
  (A) The person has an obligation to make a contribution to the LLC in the future. See Tennessee Code 48-202-101
• Contribution allowance agreement: means an agreement between a person and an LLC, under which:
  (A) The person has the right, but not the obligation, to make a contribution to the LLC in the future. 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.
• Court: includes every court and judge having jurisdiction in the case. See Tennessee Code 48-202-101
• Deed: The legal instrument used to transfer title in real property from one person to another.
• Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
• delivery: means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with §. 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
• Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
• Dissolution avoidance consent: means the consent to continue the existence and business of the LLC without dissolution, which consent is given as provided in §. 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
• Distribution cooperative: means an electric cooperative that has been heretofore incorporated under the former Electric Cooperative Law, formerly compiled in title 65, chapter 25, part 1, or that has been or hereafter is incorporated under the Rural Electric and Community Services Cooperative Act, compiled in title 65, chapter 25, or that has been or is created as an electric cooperative, electric power association or other similar nonprofit organization or association under the laws of another state, and that is also engaged, in whole or in part, in the distribution of electrical power at retail to its members as the ultimate end-users of such electrical power and energy. See Tennessee Code 48-69-103
• Docket: A log containing brief entries of court proceedings.
• Document: means :
  (A) Any tangible medium on which information is inscribed, and includes any writing or written instrument. See Tennessee Code 48-11-201
• domestic: means a professional LLC that is formed under this chapter, an LLC for which professional LLC status has been elected under this part or, where expressly indicated, a professional LLC that is formed under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, or an LLC that is formed under the Tennessee Limited Liability Company Act for which professional LLC status has been elected under the Tennessee Limited Liability Company Act. See Tennessee Code 48-249-1102
• domestic corporation: means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, as amended. See Tennessee Code 48-202-101
• Employee: includes an officer but not a director. See Tennessee Code 48-11-201
• Energy acquisition corporation: means an entity created and operating pursuant to the authority established in the Energy Acquisitions Corporation Act, compiled in title 7, chapter 39. See Tennessee Code 48-69-103
• 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}
• 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.
• Fee simple: Absolute title to property with no limitations or restrictions regarding the person who may inherit it.
• Financial rights: means a member's or holder's rights to:
  (A) Share in profits and losses, as provided in §. See Tennessee Code 48-249-102
• 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.
• foreign: means a foreign LLC that is formed under a law other than the law of this state for the purpose of rendering professional services under a law other than the law of this state. See Tennessee Code 48-249-1102
• Foreign corporation: means a corporation for profit incorporated under a law other than the laws of this state. See Tennessee Code 48-202-101
• 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 the board of governors in the case of a board-managed LLC, the members in the case of a member-managed LLC, and the board of directors in the case of a corporation. See Tennessee Code 48-202-101
• Governing body: means the body in which the general legislative powers of a municipality are vested, and in the case of counties means the legislative body of any county. See Tennessee Code 7-67-103
• Governmental electric system: means a state, municipal, county or other political subdivision or local governmental entity of this state or of any other state that is engaged, in whole or in part, in the distribution of electrical power at retail to its customers as the ultimate end-users of the electrical power and energy, and "governmental electric system" may, at the election of the G&. See Tennessee Code 48-69-103
• Individual: includes the estate of an incompetent or deceased individual. See Tennessee Code 48-11-201
• Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
• 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
• 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}
• Lease-sale: means an agreement whereby the possession and use of assets and properties would be transferred to a lessee-purchaser for a stated or determinable period in time, during or at the end of which the lessee-purchaser would have the right and be obligated, or would have the option, to purchase and acquire, or would without further act acquire fee simple title to the assets and properties for a price expressly stated in the agreement or for a price determinable by a formula contained in the agreement, whether or not any portion of any lease-hold or rental payments would be creditable as a part of the price. See Tennessee Code 48-69-103
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Licensing authority: means the officer, board, agency, court or other authority in this state empowered to license or otherwise authorize the rendition of a professional service. See Tennessee Code 48-249-1102
• Lien: A claim against real or personal property in satisfaction of a debt.
• LLC: means a limited liability company, organized under chapters 201-248 of this title. 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: means a distribution cooperative or governmental electric system, as applicable, having the right through its duly appointed agent or representative to vote for the directors of a G&. See Tennessee Code 48-69-103
• 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
• 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
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• Mortgagor: The person who pledges property to a creditor as collateral for a loan and who receives the money.
• Municipality: means any county, metropolitan government or incorporated city or town in this state with respect to which an authority may be organized. See Tennessee Code 7-67-103
• Mutual benefit corporation: means a domestic corporation which becomes by operation of law a mutual benefit corporation pursuant to §. See Tennessee Code 48-51-201
• Oath: A promise to tell the truth.
• Oath: includes affirmation. See Tennessee Code 1-3-105
• 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
• 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.
• Patron: means a person agreeing to receive or already receiving, or who in the past has received, one (1) or more of the services rendered by a G&. See Tennessee Code 48-69-103
• Person: includes individual and entity. See Tennessee Code 48-202-101
• Person: includes any natural person, firm, association, corporation, cooperative, membership corporation, distribution cooperative, electric power association, business trust, partnership and federal, state or local governments, or departments, agencies or any other political subdivision thereof, including, without limitation, an energy acquisition corporation. See Tennessee Code 48-69-103
• Person: means an individual or an entity. See Tennessee Code 48-249-102
• Person: includes a corporation, firm, company or association. See Tennessee Code 1-3-105
• Personal property: All property that is not real property.
• Personal property: includes money, goods, chattels, things in action, and evidences of debt. See Tennessee Code 1-3-105
• Plaintiff: The person who files the complaint in a civil lawsuit.
• Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
• Pleadings: Written statements of the parties in a civil case of their positions. In the federal courts, the principal pleadings are the complaint and the answer.
• PLLC: has the meaning set forth in §. See Tennessee Code 48-249-102
• Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
• 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
• Principal office: means the office (in or out of this state) so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located. See Tennessee Code 48-11-201
• Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Tennessee Code 48-202-101
• Property: includes both personal and real property. See Tennessee Code 1-3-105
• Public benefit corporation: means a domestic corporation which becomes by operation of law a public benefit corporation pursuant to §. See Tennessee Code 48-51-201
• Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
• real property: include lands, tenements and hereditaments, and all rights thereto and interests therein, equitable as well as legal. See Tennessee Code 1-3-105
• 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
• 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
• 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
• 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
• Service of process: The service of writs or summonses to the appropriate party.
• 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
• sports authority: means any public corporation organized pursuant to this chapter. See Tennessee Code 7-67-103
• State: means the state of Tennessee and, unless otherwise indicated by the context, any agency, authority, branch, bureau, commission, corporation, department or instrumentality of the state, now or hereafter existing. See Tennessee Code 7-67-103
• 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
• Statute: A law passed by a legislature.
• Subsidiary: means a corporation more than fifty percent (50%) of whose outstanding voting shares are owned by its parent and/or the parent's other wholly-owned subsidiaries. See Tennessee Code 48-11-201
• 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
• 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.
• TVA area: means the area of the Tennessee Valley authority as described in §. See Tennessee Code 48-69-103
• United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See Tennessee Code 48-11-201
• Venue: The geographical location in which a case is tried.
• 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
• written: means any information in the form of a document. See Tennessee Code 48-11-201
• Year: means a calendar year, unless otherwise expressed. See Tennessee Code 1-3-105