(a) An LLC‘s board of governors may restate its articles at any time with or without member action.
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Terms Used In Tennessee Code 48-209-105

  • 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
  • LLC: means a limited liability company, organized under chapters 201-248 of this title. 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
  • 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
  • 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 articles. If the restatement includes an amendment requiring member approval, it shall be adopted as provided in § 48-209-103.
(c) If the board of governors submits a restatement for member action, 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 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 articles.
(d) An LLC restating its articles shall deliver to the secretary of state the restated articles, setting forth the name of the LLC and the text of the restated articles, together with a certificate setting forth:

(1) Whether the restatement contains an amendment to the articles requiring member approval and, if it does not, that the board of governors adopted the restatement; or
(2) If the restatement contains an amendment to the articles requiring member approval, the information required by § 48-209-104.
(e) If the restatement contains an amendment to the articles, it shall be designated in the heading as “Amended and Restated Articles.”
(f) The restated articles must contain all the requirements of articles as set out in § 48-205-101.
(g) Duly adopted and restated articles supersede the original articles and all prior amendments thereto.
(h) The secretary of state may certify restated articles as the articles currently in effect, without including the certificate information required by subsection (d).
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