(a)General Rule. An agreement between two (2) or more persons who are members or are parties to binding contribution agreements, if in writing and signed by the parties thereto, may provide that, in exercising any voting rights, the interests held by them or to be acquired by them shall be voted as therein provided or as they may agree or as determined in accordance with a procedure agreed upon by them. Such agreement shall be subject to the conditions and limitations set forth in § 48-17-302 with respect to voting agreements between shareholders.
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Terms Used In Tennessee Code 48-226-101

  • Contribution agreement: means a binding agreement between a person and an LLC under which:
    (A) The person has an obligation to make a contribution to the LLC in the future. See Tennessee Code 48-202-101
  • Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
  • Entity: includes the following, whether foreign or domestic: LLCs. See Tennessee Code 48-202-101
  • Financial rights: means a member's rights to:
    (A) Share in profits and losses as provided in §. 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
  • 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
  • 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
  • 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
(b)Limitation on Voting Agreements. Any assignee of any member‘s financial rights may not be a party to an agreement under subsection (a), unless that assignee is also a member or person or entity bound by a binding contribution agreement at the time the agreement is entered into. A voting agreement may not relate to the consents referred to in § 48-218-102(b), § 48-232-101, § 48-232-102, § 48-234-101(c) or § 48-245-101(b).
(c)Automatic Termination. Unless otherwise provided in the articles, operating agreement or the voting agreement, the voting agreement will not terminate if the LLC is combined into a new LLC pursuant to merger whether by a merger in dissolution or otherwise. Any other termination of the LLC’s existence will automatically terminate the voting agreement.
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