Terms Used In Tennessee Code > Title 48 > Limited Liability Companies > Chapter 249 > Part 1 - General Provisions

• Adult: means a person who has attained eighteen (18) years of age. See Tennessee Code 7-51-1401
• Adult bookstore: means a business that offers, as its principal or predominate stock or trade, sexually oriented material, devices, or paraphernalia, whether determined by the total number of sexually oriented materials, devices or paraphernalia offered for sale or by the retail value of such materials, devices or paraphernalia, specified sexual activities, or any combination or form thereof, whether printed, filmed, recorded or live, and that restricts or purports to restrict admission to adults or to any class of adults. See Tennessee Code 7-51-1102
• Adult cabaret: includes a commercial establishment that features entertainment of an erotic nature, including exotic dancers, strippers, male or female impersonators, or similar entertainers. See Tennessee Code 7-51-1102
• Adult cabaret: means a cabaret that features topless dancers, go-go dancers, exotic dancers, strippers, male or female impersonators, or similar entertainers. See Tennessee Code 7-51-1401
• Adult entertainment: means any exhibition of any adult-oriented motion picture, live performance, display or dance of any type, that has as a principal or predominant theme, emphasis, or portion of such performance, any actual or simulated performance of specified sexual activities or exhibition and viewing of specified anatomical areas, removal of articles of clothing or appearing unclothed, pantomime, modeling, or any other personal service offered customers. See Tennessee Code 7-51-1102
• Adult motion picture theater: means an enclosed building with a capacity of fifty (50) or more persons regularly used for presenting material having as a dominant theme or presenting material distinguished or characterized by an emphasis on matter depicting, describing or relating to specified sexual activities or specified anatomical areas as defined in this section, for observation by patrons in the building. See Tennessee Code 7-51-1102
• Adult-oriented establishment: includes , but is not limited to, an adult bookstore, adult motion picture theater, adult mini-motion picture establishment, adult cabaret, escort agency, sexual encounter center, massage parlor, rap parlor, sauna. See Tennessee Code 7-51-1102
• Adult-oriented establishment: includes , but is not limited to:
  (A) "Adult book stores" means any corporation, partnership or business of any kind that has as its principal or predominant stock or trade, books, magazines or other periodicals and that offers, sells, provides or rents for a fee:

  (i) Is available for viewing by patrons on the premises by means of the operation of movie machines or slide projectors. See Tennessee Code 7-51-1401
• Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
• Agriculture: means :
  (i) The land, buildings and machinery used in the commercial production of farm products and nursery stock. See Tennessee Code 1-3-105
• Allegation: something that someone says happened.
• 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.
• Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
• Arrest: Taking physical custody of a person by lawful authority.
• Articles of conversion: means the form of articles provided for in chapter 204 of this title creating a new LLC and evidencing the conversion of an existing partnership or corporation to the new LLC which shall have all of the assets and liabilities of the former partnership. See Tennessee Code 48-202-101
• articles of organization: means , in the case of an LLC, articles of organization or, to the extent applicable with respect to an LLC initially formed under and governed by the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, articles of conversion, taken together with all of the following, to the extent they modify, correct, restate or otherwise affect the articles of organization or articles of conversion: articles of amendment, articles of correction, certificates of merger and all documents required to be filed with any of the articles of amendment, articles of correction and certificates of merger, as part of the formation and continuation of an LLC. See Tennessee Code 48-249-102
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Auxiliary container: means a bag, cup, bottle, can, device, eating or drinking utensil or tool, or other packaging, whether reusable or single use, which is:
  (A) Made of cloth, paper, plastic, including foamed or expanded plastic, cardboard, corrugated material, aluminum, glass, post-consumer recycled material, or similar material or substrates, including coated, laminated, or multilayer substrates. See Tennessee Code 7-51-2001
• Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. ^{Source: OCC}
• Bequest: Property gifted by will.
• Bestiality: means sexual activity, actual or simulated, between a human being and an animal. See Tennessee Code 7-51-1401
• Blighted: has the meaning ascribed to that term in title 13, chapters 20 and 21. See Tennessee Code 7-51-1902
• Board: means the adult-oriented establishment board, or, if there is in existence in the county a massage registration board appointed by the county mayor, such board may be substituted for the board. See Tennessee Code 7-51-1102
• 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
• Board-managed: means an LLC organized pursuant to this title that elected pursuant to §. See Tennessee Code 48-202-101
• Business: means every trade, occupation, profession, investment activity, and other lawful purpose for gain or the preservation of assets, whether or not carried on for profit. See Tennessee Code 48-249-102
• Capital improvement property: means any real or tangible property needed for a governmental purpose and having a useful life of one (1) year or more, and any real or tangible personal property with respect to which capital outlay notes can be legally authorized and issued by a municipality. See Tennessee Code 7-51-901
• 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
• 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
• Code: means the Internal Revenue Code of 1986 (26 U. See Tennessee Code 48-249-102
• Commission: means the Tennessee commission for the United States semiquincentennial commission. See Tennessee Code 4-44-102
• Commission: means the state procurement commission, which replaces the board of standards within former title 12, chapter 3, part 4. See Tennessee Code 4-56-101
• Committee: means the state protest committee, which replaces the board of standards protest authority within former §. See Tennessee Code 4-56-101
• Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
• Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
• Contract: A legal written agreement that becomes binding when signed.
• Contracting party: means any party to a contract, lease or lease-purchase agreement other than a municipality, and can include individuals, corporations, partnerships, other government agencies, and other business entities. See Tennessee Code 7-51-901
• 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.
• Council: means the advisory council on state procurement. See Tennessee Code 4-56-101
• County: as used in this part , means either a Class A county or a Class B county as classified in §. See Tennessee Code 7-51-1102
• County governing body: means that body in a particular county that is vested with the power to levy property taxes. See Tennessee Code 7-1-101
• County mayor: means and includes "county executive" unless the context clearly indicates otherwise. See Tennessee Code 1-3-105
• Court: includes every court and judge having jurisdiction in the case. See Tennessee Code 48-202-101
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• Deed: The legal instrument used to transfer title in real property from one person to another.
• Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
• delivery: means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with §. See Tennessee Code 48-11-201
• Devise: To gift property by will.
• Director: means an individual who is vested with authority as a director under §. See Tennessee Code 48-249-102
• 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
• Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
• 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 by an LLC, except for the issuance of its own membership interests or financial rights, with or without consideration, or an incurrence or issuance of indebtedness, whether directly or indirectly, including through a guaranty, to or for the benefit of any of its members or holders of financial rights, as applicable, in respect of membership interests or financial rights. See Tennessee Code 48-249-102
• Distributor: means a party engaged in moving energy commodities, industrial materials, or their derivatives, including the transport and delivery to a retailer or customer. See Tennessee Code 7-51-2201
• Document: means :
  (A) Any tangible medium on which information is inscribed, and includes any writing or written instrument. See Tennessee Code 48-11-201
• domestic: means a limited liability company formed under this chapter, or a limited liability company formed under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, that has elected to be governed by this chapter, or, where expressly indicated, a limited liability company formed under and governed by the Tennessee Limited Liability Company Act. See Tennessee Code 48-249-102
• domestic corporation: means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, as amended. See Tennessee Code 48-202-101
• Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. See Tennessee Code 48-11-201
• Employee: means a person who performs any service on the premises of an adult-oriented establishment on a full-time, part-time, or contract basis, whether or not the person is denominated an employee, independent contractor, agent or otherwise, and whether or not such person is paid a salary, wage, or other compensation by the operator of such business. See Tennessee Code 7-51-1102
• Employee: includes an officer but not a director. See Tennessee Code 48-11-201
• Energy: means a resource that is marketed, or that has the potential to be marketed, as a commodity because of the resource's value as a source of power or fuel. See Tennessee Code 7-51-2201
• Energy infrastructure: means the systems or assets, including storage tanks, pipelines, gas transmission lines, or related equipment, that are necessary to produce, generate, transmit, or distribute natural gas, liquefied petroleum, liquid petroleum, and other similar forms of energy to a wholesaler, retailer, distributor, or customer. See Tennessee Code 7-51-2201
• Entertainer: means any person who provides entertainment within an "adult-oriented establishment" as defined in this section, whether or not a fee is charged or accepted for entertainment and whether or not entertainment is provided as an employee, escort or an independent contractor. See Tennessee Code 7-51-1102
• Entertainer: means a person who provides:
  (A) Entertainment within an adult-oriented establishment, regardless of whether a fee is charged or accepted for entertainment and regardless of whether entertainment is provided as an employee, escort as defined in §. See Tennessee Code 7-51-1401
• Entity: means , whether foreign or domestic and whether for profit or not-for-profit, limited liability companies, corporations, unincorporated associations, real estate investment trusts, statutory or business trusts or associations, estates, general partnerships, limited partnerships, registered or unregistered limited liability partnerships, limited liability limited partnerships or similar organizations, trusts, joint ventures, two (2) or more persons having a joint or common economic interest, and local, municipal, state, United States and foreign governments. See Tennessee Code 48-249-102
• 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}
• Escort: means a person who, for monetary consideration in the form of a fee, commission, salary or tip, dates, socializes, visits, consorts with, accompanies, or offers to date, socialize, visit, consort or accompany to social affairs, entertainment or places of amusement or within any place of public resort or within any private quarters of a place of public resort. See Tennessee Code 7-51-1102
• Escort service: means a "person" as defined in this section, who, for a fee, commission, profit, payment or other monetary consideration, furnishes or offers to furnish escorts or provides or offers to introduce patrons to escorts. See Tennessee Code 7-51-1102
• 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.
• Ex officio: Literally, by virtue of one's office.
• Family recreation center: means any facility, which is oriented principally toward meeting the athletic or recreational needs of families and whose targeted customer is a minor child, including, but not limited to, the provision of one (1) or more of the following:
  (A) Ice skating. See Tennessee Code 7-51-1401
• Financial rights: means a member's or holder's rights to:
  (A) Share in profits and losses, as provided in §. See Tennessee Code 48-249-102
• Firearms accessories: means items that are used in conjunction with or mounted upon a firearm but are not essential to the basic function of a firearm, including, but not limited to, telescopic or laser sights, magazines, flash or sound suppressors, folding or aftermarket stocks and grips, speedloaders, ammunition carriers and lights for target illumination. See Tennessee Code 4-54-103
• 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.
• foreign: means a limited liability company that is formed under the laws of a jurisdiction other than this state. See Tennessee Code 48-249-102
• Foreign corporation: means a corporation for profit incorporated under a law other than the laws of this state. See Tennessee Code 48-202-101
• Fraud: Intentional deception resulting in injury to another.
• Generic and insignificant parts: includes , but is not limited to, springs, screws, nuts and pins. See Tennessee Code 4-54-103
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• Goods: means all property, including, but not limited to, supplies, equipment, materials, printing, and insurance. See Tennessee Code 4-56-101
• Governance rights: means a member's right to vote on one (1) or more matters, all of a member's other rights as a member in the LLC under the LLC documents or this chapter, other than financial rights, and the right to transfer the voting and other rights described in this subdivision (13). See Tennessee Code 48-249-102
• Governing body: means the board or body in which the general legislative powers of the municipality are vested. See Tennessee Code 7-51-901
• governmental entity: means any political subdivision of the state of Tennessee and any municipality, metropolitan government, county or airport authority. See Tennessee Code 7-51-1002
• Grant: means any grant awarded to the state or awarded by the state for the furnishing by the state of assistance, whether financial or otherwise, to any person to support a program authorized by law. See Tennessee Code 4-56-101
• Guarantor: A party who agrees to be responsible for the payment of another party's debts should that party default. ^{Source: OCC}
• 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
• holder: means a person, other than a member, owning any financial rights in an LLC. See Tennessee Code 48-249-102
• 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}
• Individual: includes the estate of an incompetent or deceased individual. See Tennessee Code 48-11-201
• Industrial infrastructure: means the systems or assets, including storage tanks, pipelines, or related equipment, that are necessary to produce, transmit, or distribute industrial materials to a wholesaler, retailer, distributor, or customer. See Tennessee Code 7-51-2201
• Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
• 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.
• Lands: includes lands, tenements and hereditaments, and all rights thereto and interests therein, equitable as well as legal. See Tennessee Code 1-3-105
• 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.
• Lineal descendant: Direct descendant of the same ancestors.
• Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
• LLC: means a limited liability company, organized under chapters 201-248 of this title. See Tennessee Code 48-202-101
• LLC documents: means either, or both:
  (A) An LLC's articles. See Tennessee Code 48-249-102
• Local action: means an ordinance, resolution, regulation, code, requirement, policy, or other action or omission taken, enacted, adopted, or otherwise imposed by a political subdivision of this state. See Tennessee Code 7-51-2201
• Local government: means a municipality, county or county having a metropolitan form of government. See Tennessee Code 7-51-1902
• Local government: means a county, municipality, or county with a metropolitan form of government. See Tennessee Code 7-51-2001
• Majority vote: means , with respect to a vote of the members, managers, or directors, as applicable:
  (A) If voting on a per capita basis, a majority in number of the members, managers or directors, as applicable, entitled to vote on a specific matter. See Tennessee Code 48-249-102
• Manager: means a person who is vested with authority as a manager under §. See Tennessee Code 48-249-102
• Manufactured: means creating a firearm, a firearm accessory or ammunition from basic materials for functional usefulness, including, but not limited to, forging, casting, machining or other processes for working materials. See Tennessee Code 4-54-103
• Masochism: means sexual gratification achieved by a person through, or the association of sexual activity with, submission or subjection to physical pain, suffering, humiliation, torture or death. See Tennessee Code 7-51-1401
• Massage parlor: means an establishment or place primarily in the business of providing massage or tanning services where one (1) or more of the employees exposes to public view of the patrons within such establishment, at any time, the bare female breast below a point immediately above the top of the areola, human genitals, pubic region, or buttocks, even if partially covered by opaque material or completely covered by translucent material. See Tennessee Code 7-51-1102
• Member: means a person that has been admitted to an LLC as a member, as provided in §. See Tennessee Code 48-249-102
• 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
• Metropolitan government: means the political entity created by consolidation of all, or substantially all, of the political and corporate functions of a county and a city or cities. See Tennessee Code 7-1-101
• Minor: means any person who has not attained eighteen (18) years of age. See Tennessee Code 1-3-105
• Month: means the time from any day of any month to the corresponding day of the succeeding month, if any, and if none, the last day of the succeeding month. See Tennessee Code 48-11-201
• Month: means a calendar month. See Tennessee Code 1-3-105
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• Municipality: means any county or incorporated city or town of the state of Tennessee. See Tennessee Code 7-51-901
• Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
• Notice: means , when required by this part, placing the document in the United States mail with sufficient first-class postage to carry it to its destination to the address of the person being notified as contained in their application, unless such person has notified the board in writing of such person's new address. See Tennessee Code 7-51-1102
• Notice of meeting: means the notice of meeting referred to in this part. See Tennessee Code 7-51-901
• Oath: includes affirmation. See Tennessee Code 1-3-105
• Oath: A promise to tell the truth.
• 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.
• Officer: means an individual, who is vested with authority as an officer under §. See Tennessee Code 48-249-102
• Official: means an agent, employee, member, or representative of a state governmental entity, but does not mean the attorney general and reporter. See Tennessee Code 4-42-102
• Open office: means an office at the escort service from which the escort business is transacted and that is open to patrons or prospective patrons during all hours during which escorts are working, which is managed or operated by an employee, officer, director or owner of the escort service having authority to bind the service to escort and patron contracts and adjust patron and consumer complaints. See Tennessee Code 7-51-1102
• Operating agreement: means an agreement described in §. See Tennessee Code 48-249-102
• Operator: means any person, partnership, or corporation operating, conducting or maintaining an adult-oriented establishment. See Tennessee Code 7-51-1102
• Outlays: Outlays are payments made (generally through the issuance of checks or disbursement of cash) to liquidate obligations. Outlays during a fiscal year may be for payment of obligations incurred in prior years or in the same year.
• Oversight: Committee review of the activities of a Federal agency or program.
• Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
• Person: means an individual, partnership, limited partnership, firm, corporation or association. See Tennessee Code 7-51-1401
• Person: means an individual or an entity. See Tennessee Code 48-249-102
• Person: includes a corporation, firm, company or association. See Tennessee Code 1-3-105
• Person: means an individual, partnership, limited partnership, firm, corporation or association. See Tennessee Code 7-51-1102
• Personal property: includes money, goods, chattels, things in action, and evidences of debt. See Tennessee Code 1-3-105
• Personal property: All property that is not real property.
• Personal representative: means , as to an individual, the executor, administrator, guardian, conservator, trustee or other legal representative of the individual, and, as to an entity, the legal representative or successor of the entity. See Tennessee Code 48-249-102
• Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
• Plea agreement: An arrangement between the prosecutor, the defense attorney, and the defendant in which the defendant agrees to plead guilty in exchange for special considerations. ^Source:
• Pleadings: Written statements of the parties in a civil case of their positions. In the federal courts, the principal pleadings are the complaint and the answer.
• PLLC: has the meaning set forth in §. See Tennessee Code 48-249-102
• Policy: means an ordinance, resolution, regulation, code, or any other requirement imposed by a political subdivision of this state. See Tennessee Code 7-51-2101
• Political subdivision: means a municipality. See Tennessee Code 7-51-2101
• Political subdivision: means a municipality. See Tennessee Code 7-51-2201
• Principal executive office: means the office, in or out of this state, that is designated as the principal executive office of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter. See Tennessee Code 48-249-102
• Principal office: means the office (in or out of this state) so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located. See Tennessee Code 48-11-201
• Probable cause: A reasonable ground for belief that the offender violated a specific law.
• Proceeding: means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal. See Tennessee Code 48-249-102
• Procurement: means buying, purchasing, renting, leasing, or otherwise acquiring any goods or services. See Tennessee Code 4-56-101
• Property: includes both personal and real property. See Tennessee Code 1-3-105
• Quorum: The number of legislators that must be present to do business.
• Rap parlor: means an establishment or place primarily in the business of providing nonprofessional conversation or similar service for adults. See Tennessee Code 7-51-1102
• Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
• real property: include lands, tenements and hereditaments, and all rights thereto and interests therein, equitable as well as legal. See Tennessee Code 1-3-105
• Record: means information that is inscribed in a tangible medium, or that is stored in an electronic or other medium, and is retrievable in perceivable form. See Tennessee Code 48-249-102
• 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
• Registered agent: means the person designated as the registered agent of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter. See Tennessee Code 48-249-102
• Registered office: means the office in this state that is designated as the registered office of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter. See Tennessee Code 48-249-102
• 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 , as to a foreign LLC, a director, manager, officer, employee or other agent of a foreign LLC. See Tennessee Code 48-249-102
• Representative: when applied to those who represent a decedent, includes executors and administrators, unless the context implies heirs and distributees. See Tennessee Code 1-3-105
• Resolution: means any resolution duly adopted by a governing body pursuant to this part. See Tennessee Code 7-51-901
• Retailer: means a party who markets or sells energy or industrial materials to a customer. See Tennessee Code 7-51-2201
• Road: includes public bridges and may be held equivalent to the words "county way" "county road" or "state road". See Tennessee Code 1-3-105
• Sadism: means sexual gratification achieved through, or the association of sexual activity with, the infliction of physical pain, suffering, humiliation, torture or death upon another person or animal. See Tennessee Code 7-51-1401
• SAME program: means the state as a model employer program established pursuant to this chapter. See Tennessee Code 4-46-101
• Sanctuary policy: means any directive, order, ordinance, resolution, practice, or policy, whether formally enacted, informally adopted, or otherwise effectuated, that:
  (A) Limits or prohibits any state governmental entity or official from communicating or cooperating with federal agencies or officials to verify or report the immigration status of any alien. See Tennessee Code 4-42-102
• Sauna: means an establishment or place primarily in the business of providing:
  (A) A steam bath. See Tennessee Code 7-51-1102
• 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 individual who holds the office of secretary of state of this state. See Tennessee Code 48-249-102
• Service of process: The service of writs or summonses to the appropriate party.
• Services: means all services and agreements obligating the state, except services for highway and road improvements, which are governed by title 54, and designer and construction services, which are governed under chapter 15 of this title. See Tennessee Code 4-56-101
• Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
• sex: means a person's immutable biological sex as determined by anatomy and genetics existing at the time of birth and evidence of a person's biological sex. See Tennessee Code 1-3-105
• Sexual conduct: means the engaging in or the commission of an act of sexual intercourse, oral-genital contact, or the touching of the sexual organs, pubic region, buttocks or female breast of a person for the purpose of arousing or gratifying the sexual desire of another person. See Tennessee Code 7-51-1102
• Sexual encounter center: means a business or commercial enterprise that, as one of its primary business purposes, offers for any form of consideration:
  (A) Physical contact in the form of wrestling or tumbling between persons of the opposite sex. See Tennessee Code 7-51-1102
• Sexual gratification: means sexual conduct as defined in this section. See Tennessee Code 7-51-1102
• Sexual stimulation: means to excite or arouse the prurient interest or to offer or solicit acts of sexual conduct as defined in this section. See Tennessee Code 7-51-1102
• Sexually-oriented escort: is a n escort that:
  (A) Employs as an employee, agent, or independent contractor an escort bureau runner. See Tennessee Code 7-51-1102
• Sexually-oriented material: means any book, article, magazine, publication or written matter of any kind, drawing, etching, painting, photograph, motion picture film or sound recording that depicts sexual activity, actual or simulated, involving human beings or human beings and animals, that exhibits uncovered human genitals or pubic region in a lewd or lascivious manner, or that exhibits human male genitals in a discernibly turgid state, even if completely covered. See Tennessee Code 7-51-1401
• 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
• Specified anatomical areas: means :
  (A) Less than completely and opaquely covered:

  (i) Human genitals. See Tennessee Code 7-51-1102
• Specified sexual activities: means activities, services or performances that include the following sexual activities or the exhibition of the following anatomical areas:
  (A) Human genitals in a state of sexual stimulation or arousal. See Tennessee Code 7-51-1401
• Specified sexual activities: means :
  (A) Human genitals in a state of sexual stimulation or arousal. See Tennessee Code 7-51-1102
• 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
• State agency: means a board, commission, committee, department, office, or another entity of this state. See Tennessee Code 4-56-101
• State governmental entity: means any state agency, bureau, commission, council, department, law enforcement agency, or unit thereof, but does not mean the office of the attorney general and reporter. See Tennessee Code 4-42-102
• Statute: A law passed by a legislature.
• Subpoena: A command to a witness to appear and give testimony.
• 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.
• Transfer: means an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift and transfer by operation of law. See Tennessee Code 48-249-102
• Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
• 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
• Vendor: means a legal entity that has been established by the department of finance and administration's division of accounts as a vendor through proper authority for which payment may be made by the state. See Tennessee Code 4-56-101
• Venue: The geographical location in which a case is tried.
• Wholesaler: means a party engaging in the bulk purchase and sale of energy products or industrial materials in the wholesale market for the purposes of reselling energy or industrial materials to a retailer. See Tennessee Code 7-51-2201
• Writ: A formal written command, issued from the court, requiring the performance of a specific act.
• Writ of certiorari: An order issued by the Supreme Court directing the lower court to transmit records for a case for which it will hear on appeal.
• written: means any information in the form of a document. See Tennessee Code 48-11-201
• written: includes printing, typewriting, engraving, lithography, and any other mode of representing words and letters. See Tennessee Code 1-3-105
• Year: means a calendar year, unless otherwise expressed. See Tennessee Code 1-3-105