(a) The certificate of incorporation may at any time and from time to time be amended so as to make changes in the certificate of incorporation and make and add any provisions to the certificate of incorporation that might have been included in the certificate of incorporation in the first instance.
Terms Used In Tennessee Code 7-65-107
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: means the governing body of any authority created pursuant to this chapter. See Tennessee Code 7-65-102
Executive officer: means , with respect to a city or town, the mayor or other officer of the city or town exercising similar executive powers, and with respect to a county, means the county mayor or other officer of the county exercising similar executive powers. See Tennessee Code 7-65-102
Governing body: means the body in which the general legislative powers of a municipality, county, or counties having a metropolitan form of government are vested. See Tennessee Code 7-65-102
Municipality: means any county or incorporated city or town in this state with respect to which an authority may be organized. See Tennessee Code 7-65-102
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
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) An amendment to the certificate of incorporation shall be effected in one (1) of the following means:
(1) The members of the board of directors of the authority shall file with the governing body of the municipality an application, in writing, seeking permission to amend the certificate of incorporation, specifying in such application the amendment proposed to be made. Such governing bodies shall consider such application and, if it shall by appropriate resolution duly find and determine that it is wise, expedient, necessary or advisable that the proposed amendment be made and shall authorize the amendment to be made, and shall approve the form of the appropriate amendment, then the persons making such application shall execute an instrument embodying the amendment specified in such application, and shall file the amendment with the secretary of state. The proposed amendment shall be subscribed and acknowledged by each member of the board of directors before an officer authorized by the laws of Tennessee to take acknowledgments to deeds. The secretary of state shall thereupon examine the proposed amendment and, if the secretary of state finds that there has been compliance with the requirements of this section and the proposed amendment is within the scope of what might be included in the original certificate of incorporation, the secretary of state shall approve the amendment and record it in an appropriate book in the secretary of state’s office. When such amendment has been so made, filed and approved, it shall thereupon become effective and a certificate of incorporation shall thereupon be amended to the extent provided in the amendment; or(2) The governing body of a municipality may amend the certificate of incorporation by the adoption of an appropriate resolution that finds that it is wise, expedient, necessary or advisable that the amendment be made. The resolution shall approve the form of the proposed amendment, and upon adoption, the governing body shall authorize the chief executive officer to execute an instrument embodying the amendment specified in the resolution and file the amendment with the secretary of state. The proposed amendment shall be subscribed and acknowledged by the chief executive officer before an officer authorized by the laws of Tennessee to take acknowledgment of deeds. The secretary of state shall thereupon examine the proposed amendment and, if the secretary of state finds that there has been compliance with the requirements of this section and the proposed amendments are within the scope of what might be included in the original certificate of incorporation, the secretary of state shall approve the amendment and record it in an appropriate book in the secretary of state’s office. When such amendment has been so made, filed and approved, it shall thereupon become effective and a certificate of incorporation shall thereupon be amended to the extent provided in the amendment.(c) No certificate of incorporation shall be amended except in the manner provided in this section.
