(a) The board of governors of a board-managed LLC may propose one (1) or more amendments to the articles for submission to the members.
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Terms Used In Tennessee Code 48-209-103

  • 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 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
  • 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
  • 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
  • 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
  • Operating agreement: means a written agreement described in §. See Tennessee Code 48-202-101
  • 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) For the amendment to be adopted:

(1) The board of governors shall recommend the amendment to the members, unless the board of governors determines that because of conflict of interest or other special circumstances, it should make no recommendation and communicate the basis for its determination to the members with the amendment; and
(2) The members entitled to vote on the amendment shall approve the amendment as provided in subsection (f).
(c) The board of governors may condition its submission of the proposed amendment on any basis.
(d) Notwithstanding the above, unless the articles or operating agreement provide otherwise, any member or group of members of either a board-managed or member- managed LLC entitled to call a meeting may propose an amendment to the articles and call a meeting of the members to consider such amendment.
(e) The LLC shall notify each member, whether or not entitled to vote, of the proposed members’ meeting in accordance with § 48-222-102. The notice of meeting must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(f) Unless chapters 201-248 of this title, the articles, or the board of governors (acting pursuant to subsection (c)) requires a greater vote, the amendment to be adopted must be approved by a majority vote of the members entitled to vote thereon.
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