Terms Used In Tennessee Code > Title 48 > Limited Liability Companies > Chapter 245 - Dissolution Generally

• Acquire: means to construct or to acquire by purchase, lease, lease-purchase, devise, gift, exercise of the power of eminent domain, or exercise of any other mode of acquisition. See Tennessee Code 7-36-102
• 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.
• Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
• articles of organization: means in the case of an LLC organized under chapters 201-248 of this title, articles of organization, articles of amendment, articles of correction, certificates of merger, and all similar documents required to be filed with any of the foregoing as part of the formation and continuation of an LLC. See Tennessee Code 48-202-101
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Associated municipality: means a municipality that is located in a county having a population of three hundred thirty-five thousand (335,000) or less, according to the 2010 federal census or any subsequent federal census, and that, as of the date an authority is formed under this chapter, operates an electric system under the authority of chapter 52 of this title. See Tennessee Code 7-36-102
• Authority: means an authority created pursuant to this chapter. See Tennessee Code 7-36-102
• Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
• Board: means the board of directors of the authority. See Tennessee Code 7-36-102
• 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
• Board-managed: means an LLC organized pursuant to this title that elected pursuant to §. See Tennessee Code 48-202-101
• Bonds: means bonds, interim certificates, notes, debentures, lease-purchase agreements, and all other evidences of indebtedness either issued by or the payment of which has been assumed by the authority. See Tennessee Code 7-36-102
• 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
• 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
• Contract: A legal written agreement that becomes binding when signed.
• Conviction: A judgement of guilt against a criminal defendant.
• 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.
• Court: includes every court and judge having jurisdiction in the case. See Tennessee Code 48-202-101
• Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
• Dependent: A person dependent for support upon another.
• Dispose: means to sell, lease, convey, or otherwise transfer any property or any interest in property of the authority. See Tennessee Code 7-36-102
• 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
• Energy: means any and all forms of energy no matter how or where generated or produced. See Tennessee Code 7-36-102
• Entity: includes the following, whether foreign or domestic: LLCs. See Tennessee Code 48-202-101
• Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. ^{Source: U.S. Courts}
• 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.
• Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
• Governance rights: means a right to vote on one (1) or more matters and all a member's rights as a member in the LLC other than financial rights and the right to assign financial rights. See Tennessee Code 48-202-101
• Governing body: means the legislative body of the associated municipality creating an authority pursuant to this chapter or, as applicable in §. See Tennessee Code 7-36-102
• Governor: means a natural person or entity serving on the board of governors of a board-managed LLC. See Tennessee Code 48-202-101
• Improvement: means any extension, betterment, or addition to any system. See Tennessee Code 7-36-102
• Individual: includes the estate of an incompetent or deceased individual. See Tennessee Code 48-11-201
• Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
• 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
• Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
• 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}
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Lien: A claim against real or personal property in satisfaction of a debt.
• LLC: means a limited liability company, organized under chapters 201-248 of this title. See Tennessee Code 48-202-101
• Majority vote: means with respect to a vote of the members, if voting on a per capita basis, a majority in number of the members entitled to vote on a specific matter, or if the voting is determined otherwise, a majority of the voting interest (which may be expressed as a percentage) entitled to vote on a specific matter, and with respect to a vote of the governors, a majority in number of the governors entitled to vote on a specific matter. 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
• 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
• Member-managed: means an LLC organized pursuant to this title that has elected pursuant to §. See Tennessee Code 48-202-101
• Membership: means the rights and obligations a member has pursuant to a corporation's charter, bylaws and chapters 51-68 of this title. See Tennessee Code 48-51-201
• Membership interest: means a member's interest in an LLC consisting of a member's financial rights, a member's right to assign financial rights as provided in §. See Tennessee Code 48-202-101
• Month: means a calendar month. See Tennessee Code 1-3-105
• Municipal bonds: means bonds of the associated municipality issued to finance or refinance any of the systems. See Tennessee Code 7-36-102
• Municipal electric system: means the electric system division or department of the associated municipality. See Tennessee Code 7-36-102
• Municipality: means any county or incorporated city or town within or outside this state. See Tennessee Code 7-36-102
• 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.
• Operating agreement: means a written agreement described in §. See Tennessee Code 48-202-101
• Oversight: Committee review of the activities of a Federal agency or program.
• Person: means any natural person, firm, association, corporation, limited liability company, business trust, partnership, or governmental entity. See Tennessee Code 7-36-102
• Person: includes individual and entity. See Tennessee Code 48-202-101
• Principal executive office: means an office, in or out of this state, where the principal office of the chief manager of the LLC or foreign LLC is located. See Tennessee Code 48-202-101
• Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Tennessee Code 48-202-101
• Property: includes both personal and real property. See Tennessee Code 1-3-105
• Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in a perceivable form. See Tennessee Code 1-3-105
• Refunding bonds: means bonds of the authority issued to refund all or any part of bonds of the authority or the municipal bonds. See Tennessee Code 7-36-102
• 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
• 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).
• Representative: means a governor, manager, employee or other agent of a foreign 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
• Share: means the unit into which the proprietary interests in a corporation are divided. 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: 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 of limitations: A law that sets the time within which parties must take action to enforce their rights.
• Supervisory board: means the board of public utilities or other similar body of the associated municipality, as such board is constituted as of the date an authority is formed pursuant to this chapter. See Tennessee Code 7-36-102
• System: means any plant, works, facility, property, or parts thereof, together with all appurtenances thereto, used or useful in connection with the furnishing of any of the services and commodities authorized to be provided in this chapter, including generation or production facilities, transmission facilities, storage facilities, and distribution facilities, and all real and personal property of every nature comprising part of or used or useful in connection with a "system" and all appurtenances, contracts, leases, franchises, and other intangibles relating to a "system". See Tennessee Code 7-36-102
• 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
• Telecommunications service: means telephone, cable television, voice, data, or video transmissions, video programming, Internet access and related services, load control, meter reading, appliance monitoring, power exchange, and billing, or any other telecommunications services or similar or component service that may be provided, as allowed by law, including servicing and repairing related equipment, regardless of the facilities used. See Tennessee Code 7-36-102
• 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
• Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
• Transcript: A written, word-for-word record of what was said, either in a proceeding such as a trial or during some other conversation, as in a transcript of a hearing or oral deposition.
• Trustee: A person or institution holding and administering property in trust.
• United States: includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
• United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See Tennessee Code 48-11-201
• Venue: The geographical location in which a case is tried.
• 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