(a) Unless the articles or operating agreement requires a different number, a quorum of a board of governors consists of:

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Terms Used In Tennessee Code 48-239-112

  • 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
  • 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
  • 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
  • Operating agreement: means a written agreement described in §. See Tennessee Code 48-202-101
  • Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
  • Quorum: The number of legislators that must be present to do business.
  • written: means any information in the form of a document. See Tennessee Code 48-11-201
(1) A majority of the fixed number of governors, if the LLC has a fixed board size;
(2) A majority of the number of governors prescribed under § 48-239-101, or if no number is prescribed, the number in office immediately before the meeting begins, if the LLC has a variable-range board.
(b) The articles or operating agreement may authorize a quorum of a board of governors to consist of no fewer than one third (1/3) of the fixed or prescribed number of governors determined under subsection (a).
(c) If a quorum is present, the affirmative vote of a majority of governors present is the act of the board of governors unless the act, articles or operating agreement requires the vote of a greater number of governors.
(d) If a quorum is present when a duly called or held meeting is convened, the governors present may continue to transact business until adjournment, even though the withdrawal of a number of governors originally present leaves less than the proportion or number otherwise required for a quorum.
(e) A governor who is present at a meeting of the board of governors when LLC action is taken is deemed to have assented to the action taken unless:

(1) The governor objects at the beginning of the meeting (or promptly upon the governor’s arrival) to holding it or transacting business at the meeting;
(2) The governor’s dissent or abstention from the action taken is entered in the minutes of the meeting; or
(3) The governor delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the LLC immediately after adjournment of the meeting. The right of dissent or abstention is not available to a governor who votes in favor of the action taken.
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