(a) A corporation‘s board of directors may restate its charter at any time with or without shareholder action.

Terms Used In Tennessee Code 48-20-107

  • 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.
  • 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
  • Charter: includes amended and restated charters and articles of merger. See Tennessee Code 48-11-201
  • 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.
  • 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
  • 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
  • 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
  • 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
(b) The restatement may include one (1) or more amendments to the charter. If the restatement includes an amendment requiring shareholder approval, it shall be adopted as provided in § 48-20-103.
(c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with § 48-17-105. The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the charter.
(d) A corporation restating its charter shall deliver to the secretary of state the restated charter, setting forth the name of the corporation and the text of the restated charter, together with a certificate setting forth:

(1) Whether the restatement contains an amendment to the charter requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or
(2) If the restatement contains an amendment to the charter requiring shareholder approval, the information required by § 48-20-106.
(e) If the restatement contains an amendment to the charter, it shall be designated in the heading as an “Amended and Restated Charter.”
(f) The restated charter must contain all the requirements of a charter as set out in § 48-12-102(a) unless the corporation is exempt from any of those requirements pursuant to § 48-27-101(b).
(g) A duly adopted restated charter supersedes the original charter and all prior amendments thereto.
(h) The secretary of state may certify a restated charter as the charter currently in effect, without including the certificate information required by subsection (d).
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