(a)Method.

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Terms Used In Tennessee Code 48-239-113

  • 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
  • Governor: means a natural person or entity serving on the board of governors of a board-managed LLC. See Tennessee Code 48-202-101
  • LLC: means a limited liability company, organized under chapters 201-248 of this title. See Tennessee Code 48-202-101
  • Operating agreement: means a written agreement described in §. See Tennessee Code 48-202-101
  • 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
  • written: means any information in the form of a document. See Tennessee Code 48-11-201
  • Written action: means a written document signed by those persons required to take the action described. See Tennessee Code 48-202-101
(1) Unless the articles or operating agreement provides otherwise, an action required or permitted to be taken at a board of governors meeting may be taken without a meeting. If all governors consent to taking such action without a meeting, the affirmative vote of the number of governors that would be necessary to authorize or take such action at a meeting is the act of the board of governors. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each governor in one (1) or more counterparts, indicating the signing governor’s vote or abstention on the action, and shall be included in the minutes or filed with the LLC‘s records reflecting the action taken.
(2) Notwithstanding subdivision (a)(1), the articles or operating agreement may provide for written governor action to be taken without all governors consenting to the waiver of actual meeting, but such consent must be of at least two thirds (2/3) of the governors.
(b)Effective Time. The written action is effective when the last required governor signs the action, unless a different effective time is provided in the written action.
(c)Notice and Liability. If the articles or operating agreement permits written action and waiver of meetings by less than all governors, all governors must be notified immediately of the action’s text and effective date. Failure to provide the notice does not invalidate the written action. A governor who does not sign or consent to the written action has no liability for the action or actions taken by this written action.
(d)Consent Equals Meeting. A consent signed under this section has the effect of a meeting vote and may be described as such in any document. Any action requiring a meeting by the board of governors is satisfied by a consent signed under this section.
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