(a)Presumption and Modification. Unless:

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Terms Used In Tennessee Code 48-241-102

  • 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
  • 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
  • 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-managed: means an LLC organized pursuant to this title that has elected pursuant to §. See Tennessee Code 48-202-101
  • Membership: means the rights and obligations a member has pursuant to a corporation's charter, bylaws and chapters 51-68 of this title. See Tennessee Code 48-51-201
  • 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
  • Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in a perceivable form. See Tennessee Code 1-3-105
  • Secretary: means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under §. See Tennessee Code 48-11-201
  • written: means any information in the form of a document. See Tennessee Code 48-11-201
(1) The articles or the operating agreement provide otherwise;
(2) If the LLC is board-managed, a resolution of the board of governors providing otherwise; or
(3) If the LLC is member-managed, a written resolution of the members providing otherwise;

the chief manager and secretary have the duties specified in this section.

(b)Chief Manager. The chief manager shall:

(1) See that all orders and resolutions of the board of governors or members are carried into effect;
(2) Sign and deliver in the name of the LLC any deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the LLC, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated:

(A) By the articles or operating agreement;
(B) The board of governors if the LLC is board-managed; or
(C) Members if the LLC is member-managed to some other manager or agent of the LLC;
(3) Perform other duties prescribed by the board of governors or the members; and
(4) In the event the LLC has a vacancy in the office of secretary, any notices, documents or other matters that otherwise are required to go to the secretary may be delivered to the chief manager.
(c)Secretary. The secretary shall:

(1) Keep accurate membership records for the LLC;
(2) Maintain records of and, whenever necessary, certify all proceedings of the board of governors, members or committees of the LLC;
(3) Receive notices required to be sent to the secretary and to keep a record of such notices in the records of the LLC; and
(4) Perform other duties prescribed by the board of governors, the members or by the chief manager.
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