(a) The standards of conduct established in §§ 48-58-301 – 48-58-303 and 48-58-403 that are applicable to the directors, officers, employees and agents of the nonprofit corporation that is the sole member of a domestic nonprofit LLC shall likewise apply to the directors, managers, officers, employees and agents, as applicable, of the domestic nonprofit LLC.
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Terms Used In Tennessee Code 48-101-806

  • 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
  • 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.
  • 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
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • LLC: means a limited liability company, whether foreign or domestic, that is formed under, that is subject to, or that has elected to be governed by, as applicable, the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, except where expressly indicated otherwise. See Tennessee Code 48-101-802
  • 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
  • Nonprofit corporation: means a nonprofit corporation, whether foreign or domestic, incorporated pursuant to or subject to chapters 51-68 of this title and exempt from franchise and excise tax as not-for-profit as defined in §. See Tennessee Code 48-101-802
  • 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).
(b) The indemnification provisions of title 48, chapter 58, part 5 that are applicable to the directors, officers, employees and agents of the nonprofit corporation that is the sole member of a domestic nonprofit LLC shall likewise apply to the directors, managers, officers, employees and agents, as applicable, of the domestic nonprofit LLC.
(c) The limitation of actions and immunity from actions provided in title 48, chapter 58, part 6 that are applicable to the directors, officers, trustees and members of the nonprofit corporation that is the sole member of a domestic nonprofit LLC shall likewise apply to the directors and managers, as applicable, of the domestic nonprofit LLC.
(d) The attorney general and reporter shall have any authority, rights and obligations over nonprofit LLCs that the attorney general and reporter have over nonprofit corporations pursuant to chapters 51-68 of this title.
(e) If the nonprofit corporation that is the sole member of a domestic nonprofit LLC is a private foundation as defined in § 509(a) of the Internal Revenue Code of 1986 ( 26 U.S.C. § 509(a) ), or any successor provision thereof, the requirements of § 48-51-501 shall likewise apply to the domestic nonprofit LLC.
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