(a)General. Unless the articles provide otherwise, any action required or permitted to be taken at a meeting of the members may be taken without a meeting by action on written consent as provided in § 48-223-102 or on recommendation of the board of governors or chief manager as provided in § 48-223-103. Any action taken pursuant to § 48-223-102 or § 48-223-103 has the effect of a meeting and vote and may be described as such in any document. Any requirement in chapters 201-248 of this title for action at a meeting will be satisfied by an action taken in accordance with § 48-223-102 or § 48-223-103.
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Terms Used In Tennessee Code 48-223-101

  • 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
  • Document: means :
    (A) Any tangible medium on which information is inscribed, and includes any writing or written instrument. See Tennessee Code 48-11-201
  • LLC: means a limited liability company, organized under chapters 201-248 of this title. 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
  • Operating agreement: means a written agreement described in §. See Tennessee Code 48-202-101
  • written: means any information in the form of a document. See Tennessee Code 48-11-201
(b)Notice to Members. If chapters 201-248 of this title, the articles or operating agreement require that notice of proposed action be given to members and the action is to be taken by members pursuant to § 48-223-102 or § 48-223-103, then the LLC must give its members who would not be entitled to vote on such matter a written notice of the proposed action at least ten (10) days before action is taken on written consent or at the same time notice is given to the members entitled to vote under § 48-223-103. The notice must contain or be accompanied by the same material that would have been required to be sent to members in a notice of meeting at which the proposed action would have been submitted to the members for action.
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