Terms Used In Tennessee Code > Title 48 > For-Profit Business Corporations > Chapter 16 > Part 2 - Issuance of Shares

• 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.
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• 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
• 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
• Contract: A legal written agreement that becomes binding when signed.
• 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.
• 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
• Escrow: Money given to a third party to be held for payment until certain conditions are met.
• 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.
• Executor: A male person named in a will to carry out the decedent
• Executor: includes an administrator, where the subject matter applies to an administrator. See Tennessee Code 1-3-105
• Fiduciary: A trustee, executor, or administrator.
• Governing body: means the body in which the general legislative powers of a public entity are vested. See Tennessee Code 9-24-102
• Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
• Highway: includes public bridges and may be held equivalent to the words "county way" "county road" or "state road". See Tennessee Code 1-3-105
• Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
• Lease: means an agreement for the use of property under which a public entity is the lessee. See Tennessee Code 9-24-102
• 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 financing: means any lease under which:
  (A) The rental payments payable thereunder by the public entity include an identifiable interest component. See Tennessee Code 9-24-102
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Non-appropriation clause: means a provision in a lease financing that, in effect, allows a governing body to terminate a lease financing by not appropriating funds to make payments under the lease financing in any fiscal year. See Tennessee Code 9-24-102
• 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.
• Person: includes a corporation, firm, company or association. See Tennessee Code 1-3-105
• Person: includes individual and entity. See Tennessee Code 48-202-101
• Property: includes both personal and real property. See Tennessee Code 1-3-105
• Record date: means the date established under chapter 16 or 17 on which a corporation determines the identity of its shareholders for purposes of chapters 11-27 of this title. See Tennessee Code 48-11-201
• 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
• 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
• 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
• State: means the state of Tennessee and any agency, authority, branch, bureau, commission, corporation, department, or instrumentality of the state. See Tennessee Code 9-24-102
• 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.
• Subscriber: means a person who subscribes for shares in a corporation, whether before or after incorporation. See Tennessee Code 48-11-201
• Subscription: includes a mark, the name being written near the mark and witnessed. See Tennessee Code 1-3-105
• Trustee: A person or institution holding and administering property in trust.
• 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