(a)Frequency – Member-Managed. Unless the LLC has elected in its articles to be board-managed, meetings of members may but need not be held unless required by the articles or operating agreement. Unless otherwise provided by the articles, operating agreement or by chapters 201-248 of this title, no particular business is required to be transacted at a meeting, and any business appropriate for action by the members may be transacted at any meeting.
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Terms Used In Tennessee Code 48-222-101

  • Board-managed: means an LLC organized pursuant to this title that elected pursuant to §. See Tennessee Code 48-202-101
  • 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
  • Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. See Tennessee Code 48-11-201
  • Governor: means a natural person or entity serving on the board of governors of a board-managed LLC. 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
  • 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
  • Operating agreement: means a written agreement described in §. See Tennessee Code 48-202-101
  • 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
  • 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
  • Secretary: means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under §. 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
  • written: means any information in the form of a document. See Tennessee Code 48-11-201
(b)Frequency – Board-Managed. If the LLC has elected in its articles to be board-managed, unless the articles or operating agreement provide for more frequent meetings, there shall be an annual meeting of the members. At such annual meeting, the governors shall be elected and any other proper business may be conducted.
(c)Demand for Meeting. Unless otherwise provided by the articles or operating agreement, a meeting of the members of an LLC may be called by any one (1) or more of the following persons:

(1) The chief manager, the secretary or any member; or
(2) If the LLC is board-managed, in addition to those persons in subdivision (c)(1), a meeting of the members of the LLC may be called by any governor of the LLC.
(d)Calling of Meeting.

(1) The person having the authority to call a meeting under subsection (c) may call the meeting by:

(A) Giving written notice of demand to the members in accordance with § 48-222-102; or
(B) Giving written notice of demand to the secretary of the LLC who shall give such notice to the members, in accordance with § 48-222-102, at the expense of the LLC, within seven (7) days after receipt of the demand.
(2) If the secretary fails to cause a meeting to be called and held as required by this subsection (d), the person making that demand may call the meeting by giving notice as required by § 48-222-102, all at the expense of the LLC. In any case, the notice of a meeting of members must be given no fewer than ten (10) days nor more than two (2) months before the meeting date.
(e)Time and Place. Meetings must be held on the date and at the time and place fixed by the person authorized by chapters 201-248 of this title or by the articles or operating agreement to call a meeting, except that a meeting called by or at the demand of any member pursuant to subsection (c) must be held in the county in which the principal executive office is located or, if there is no principal executive office, in the county in which the registered office is located unless the articles or operating agreement provide for a specific county, in or out of the state, in which such meeting must be held. A meeting by electronic conference will be deemed to be held at the principal executive office or registered office, as required by chapters 201-248 of this title or at the place properly named in the notice calling the meeting.
(f)Business Limited. Except for the annual meeting required in subsection (b) for a board-managed LLC, or as otherwise provided in the articles or operating agreement, the business transacted at a meeting is limited to the purposes stated in the notice of the meeting.
(g)Validity of Actions. The failure for any reason to hold any regularly scheduled meeting on the date stated in the articles or operating agreement does not affect the validity of any action taken by the LLC.
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