Terms Used In Tennessee Code > Title 9 > Chapter 22 - Public Pledges and Liens

• Authorized shares: means the shares of all classes a domestic or foreign corporation is authorized to issue. See Tennessee Code 48-11-201
• 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
• 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
• 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
• 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
• Conspicuous: means so written that a reasonable person against whom the writing is to operate should have noticed it. See Tennessee Code 48-11-201
• County executive: means and includes "county mayor" unless the context clearly indicates otherwise. See Tennessee Code 1-3-105
• 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
• Dependent: A person dependent for support upon another.
• 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
• 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
• Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. See Tennessee Code 48-11-201
• Electronic record: means information that is stored in an electronic or other medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with §. See Tennessee Code 48-11-201
• Employee: includes an officer but not a director. See Tennessee Code 48-11-201
• Entity: includes the following, whether foreign or domestic: LLCs. See Tennessee Code 48-202-101
• Fiduciary: A trustee, executor, or administrator.
• Foreign corporation: means a corporation for profit incorporated under a law other than the laws of this state. See Tennessee Code 48-202-101
• Foreign nonprofit corporation: means a corporation incorporated under a law other than the law of this state, which would be a nonprofit corporation if incorporated under the laws of this state. See Tennessee Code 48-11-201
• 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
• 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}
• Lien: A claim against real or personal property in satisfaction of a debt.
• 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
• Organic document: means a public organic document or a private organic document. See Tennessee Code 48-11-201
• Organic law: means the statute governing the internal affairs of a domestic or foreign business or nonprofit corporation or unincorporated entity. See Tennessee Code 48-11-201
• Person: includes individual and entity. 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
• Private organic document: means any document (other than the public organic document, if any) that determines the internal governance of an unincorporated entity. See Tennessee Code 48-11-201
• Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Tennessee Code 48-202-101
• Public organic document: means the document, if any, that is filed of public record to create an unincorporated entity. See Tennessee Code 48-11-201
• Quorum: The number of legislators that must be present to do business.
• 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
• 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
• 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.
• Share: means the unit into which the proprietary interests in a corporation are divided. See Tennessee Code 48-11-201
• Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Tennessee Code 48-11-201
• signature: means , with present intent to authenticate or adopt a document:
  (A) To execute or adopt a tangible symbol to a document, and includes any manual, facsimile, or conformed signature. 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
• Statute: A law passed by a legislature.
• 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
• 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
• Trustee: A person or institution holding and administering property in trust.
• Unincorporated entity: means an organization or artificial legal person that either has a separate legal existence or has the power to acquire an estate in real property in its own name and that is not any of the following: a domestic or foreign business or nonprofit corporation, an estate, a trust, a state, the United States, or a foreign government. See Tennessee Code 48-11-201
• United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See Tennessee Code 48-11-201
• Voting group: means all shares of one (1) or more classes or series that under the charter or chapters 11-27 of this title are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Tennessee Code 48-11-201
• written: means any information in the form of a document. See Tennessee Code 48-11-201