Part 1 Partition Generally 29-27-101 – 29-27-123
Part 2 Sale for Division 29-27-201 – 29-27-219

Terms Used In Tennessee Code > Title 29 > Chapter 27 - Partition

  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • 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.
  • Annual report: means the form required by § 48-249-1017. See Tennessee Code 48-249-102
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Appraisal: A determination of property value.
  • Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
  • Articles of conversion: means the form of articles provided for in chapter 204 of this title creating a new LLC and evidencing the conversion of an existing partnership or corporation to the new LLC which shall have all of the assets and liabilities of the former partnership. See Tennessee Code 48-202-101
  • articles of organization: means , in the case of an LLC, articles of organization or, to the extent applicable with respect to an LLC initially formed under and governed by the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, articles of conversion, taken together with all of the following, to the extent they modify, correct, restate or otherwise affect the articles of organization or articles of conversion: articles of amendment, articles of correction, certificates of merger and all documents required to be filed with any of the articles of amendment, articles of correction and certificates of merger, as part of the formation and continuation of an LLC. See Tennessee Code 48-249-102
  • articles of organization: means in the case of an LLC organized under chapters 201-248 of this title, articles of organization, articles of amendment, articles of correction, certificates of merger, and all similar documents required to be filed with any of the foregoing as part of the formation and continuation of an LLC. See Tennessee Code 48-202-101
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Average final compensation: means the average annual earnable compensation of a member during the five (5) consecutive years of the member's creditable service affording the highest such average, or during all of the years in the member's creditable service if less than five (5) years. See Tennessee Code 8-34-101
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
  • Bequest: Property gifted by will.
  • board of directors: means the governing board of a corporation, whether denominated the board of directors or otherwise, except that no person or group of persons is the board of directors because of powers delegated to that person or group pursuant to §. See Tennessee Code 48-51-201
  • 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: means every trade, occupation, profession, investment activity, and other lawful purpose for gain or the preservation of assets, whether or not carried on for profit. See Tennessee Code 48-249-102
  • 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
  • Bylaws: means the code or codes of rules (other than the charter) adopted pursuant to chapters 51-68 of this title for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. See Tennessee Code 48-51-201
  • Charter: includes amended and restated charters and articles of merger. See Tennessee Code 48-11-201
  • Class: when used with reference to membership interests, means a category of membership interests that differs in one (1) or more rights or preferences from another category of membership interests of the LLC. See Tennessee Code 48-202-101
  • Code: means the Internal Revenue Code of 1986 (26 U. See Tennessee Code 48-249-102
  • Code: includes the Tennessee Code and all amendments and revisions to the code and all additions and supplements to the code. See Tennessee Code 1-3-105
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Confirmation of good standing: means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that at the time such confirmation is issued an LLC or a foreign LLC is current on all taxes and penalties to the satisfaction of the commissioner. See Tennessee Code 48-202-101
  • Continuance: Putting off of a hearing ot trial until a later time.
  • Contract: A legal written agreement that becomes binding when signed.
  • Contribution agreement: means a binding agreement between a person and an LLC under which:
    1. The person has an obligation to make a contribution to the LLC in the future. See Tennessee Code 48-202-101
    2. Conviction: A judgement of guilt against a criminal defendant.
    3. Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
    4. Court: includes every court and judge having jurisdiction in the case. See Tennessee Code 48-202-101
    5. Creditable service: means prior service plus membership service, as provided in part 6 of this chapter. See Tennessee Code 8-34-101
    6. Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
    7. Deed: The legal instrument used to transfer title in real property from one person to another.
    8. Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
    9. Delegates: means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters. See Tennessee Code 48-51-201
    10. delivery: means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with §. See Tennessee Code 48-11-201
    11. Devise: To gift property by will.
    12. Director: means an individual who is vested with authority as a director under § 48-249-401(c). See Tennessee Code 48-249-102
    13. Director-managed LLC: means an LLC that is so designated in its articles. See Tennessee Code 48-249-102
    14. Directors: means natural persons, designated in the charter or bylaws or elected or appointed by the incorporators, and their successors and natural persons elected or appointed to act as members of the board, irrespective of the names or titles by which such persons are described. See Tennessee Code 48-51-201
    15. Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
    16. Distribution: means a direct or indirect transfer of money or other property by an LLC, except for the issuance of its own membership interests or financial rights, with or without consideration, or an incurrence or issuance of indebtedness, whether directly or indirectly, including through a guaranty, to or for the benefit of any of its members or holders of financial rights, as applicable, in respect of membership interests or financial rights. See Tennessee Code 48-249-102
    17. Distribution: means a direct or indirect transfer of money or other property (except its own membership interests) with or without consideration, or an incurrence or issuance of indebtedness, (whether directly or indirectly, including through a guaranty) by an LLC to or for the benefit of any of its members in respect of membership interests. See Tennessee Code 48-202-101
    18. Document: means :
      1. Any tangible medium on which information is inscribed, and includes any writing or written instrument. See Tennessee Code 48-11-201
      2. domestic: means a limited liability company formed under this chapter, or a limited liability company formed under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, that has elected to be governed by this chapter, or, where expressly indicated, a limited liability company formed under and governed by the Tennessee Limited Liability Company Act. See Tennessee Code 48-249-102
      3. domestic corporation: means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, as amended. See Tennessee Code 48-202-101
      4. Dower: A widow
      5. Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. See Tennessee Code 48-11-201
      6. Employee: includes an officer but not a director. See Tennessee Code 48-11-201
      7. Employer: means :

        The state or any department, commission, institution, board or agency of the state government by which a member is paid, with respect to members in its employ. See Tennessee Code 8-34-101

      8. Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
      9. Entity: means , whether foreign or domestic and whether for profit or not-for-profit, limited liability companies, corporations, unincorporated associations, real estate investment trusts, statutory or business trusts or associations, estates, general partnerships, limited partnerships, registered or unregistered limited liability partnerships, limited liability limited partnerships or similar organizations, trusts, joint ventures, two (2) or more persons having a joint or common economic interest, and local, municipal, state, United States and foreign governments. See Tennessee Code 48-249-102
      10. Entity: includes the following, whether foreign or domestic: LLCs. See Tennessee Code 48-202-101
      11. Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
      12. Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
      13. Expenses: include counsel fees. See Tennessee Code 48-243-101
      14. Fiduciary: A trustee, executor, or administrator.
      15. Financial rights: means a member's or holder's rights to:

        Share in profits and losses, as provided in §48-249-304. See Tennessee Code 48-249-102

      16. Financial rights: means a member's rights to:
        1. Share in profits and losses as provided in §. See Tennessee Code 48-202-101
        2. Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. Source: OCC
        3. foreign: means a limited liability company that is formed under the laws of a jurisdiction other than this state. See Tennessee Code 48-249-102
        4. Foreign corporation: means a corporation for profit incorporated under a law other than the laws of this state. See Tennessee Code 48-202-101
        5. Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
        6. Governance rights: means a member's right to vote on one (1) or more matters, all of a member's other rights as a member in the LLC under the LLC documents or this chapter, other than financial rights, and the right to transfer the voting and other rights described in this subdivision (13). See Tennessee Code 48-249-102
        7. Governance rights: means a right to vote on one (1) or more matters and all a member's rights as a member in the LLC other than financial rights and the right to assign financial rights. See Tennessee Code 48-202-101
        8. Governor: means a natural person or entity serving on the board of governors of a board-managed LLC. See Tennessee Code 48-202-101
        9. Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
        10. holder: means a person, other than a member, owning any financial rights in an LLC. See Tennessee Code 48-249-102
        11. Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
        12. Individual: includes the estate of an incompetent or deceased individual. See Tennessee Code 48-11-201
        13. Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
        14. Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
        15. Interest: means either or both of the following rights under the organic law of an unincorporated entity:
          1. The right to receive distributions from the entity either in the ordinary course or upon liquidation. See Tennessee Code 48-11-201
          2. Intestate: Dying without leaving a will.
          3. Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
          4. Jurisprudence: The study of law and the structure of the legal system.
          5. Lands: includes lands, tenements and hereditaments, and all rights thereto and interests therein, equitable as well as legal. See Tennessee Code 1-3-105
          6. Law: includes rules promulgated in accordance with §. See Tennessee Code 48-248-102
          7. Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
          8. Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
          9. Liability: means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding. See Tennessee Code 48-243-101
          10. Licensing authority: means the officer, board, agency, court or other authority in this state empowered to license or otherwise authorize the rendition of a professional service. See Tennessee Code 48-248-102
          11. Lien: A claim against real or personal property in satisfaction of a debt.
          12. Lineal descendant: Direct descendant of the same ancestors.
          13. LLC: includes any domestic or foreign predecessor of an LLC in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. See Tennessee Code 48-243-101
          14. LLC: means a limited liability company, organized under chapters 201-248 of this title. See Tennessee Code 48-202-101
          15. LLC documents: means either, or both:

            An LLC's articles. See Tennessee Code 48-249-102

          16. Majority vote: means , with respect to a vote of the members, managers, or directors, as applicable:

            If voting on a per capita basis, a majority in number of the members, managers or directors, as applicable, entitled to vote on a specific matter. See Tennessee Code 48-249-102

          17. Majority vote: means with respect to a vote of the members, if voting on a per capita basis, a majority in number of the members entitled to vote on a specific matter, or if the voting is determined otherwise, a majority of the voting interest (which may be expressed as a percentage) entitled to vote on a specific matter, and with respect to a vote of the governors, a majority in number of the governors entitled to vote on a specific matter. See Tennessee Code 48-202-101
          18. Manager: means a person who is vested with authority as a manager under §48-249-401(b). See Tennessee Code 48-249-102
          19. 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
          20. Manager-managed LLC: means an LLC that is so designated in its articles. See Tennessee Code 48-249-102
          21. Member: means a person that has been admitted to an LLC as a member, as provided in §48-249-501. See Tennessee Code 48-249-102
          22. 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
          23. Member: means any person included in the membership of the retirement system, as provided in chapter 35, part 1 of this title. See Tennessee Code 8-34-101
          24. Member-managed: means an LLC organized pursuant to this title that has elected pursuant to §. See Tennessee Code 48-202-101
          25. 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
          26. Membership interest: means a member's interest in an LLC, which shall consist of the member's financial rights and governance rights. See Tennessee Code 48-249-102
          27. Membership interest: means a member's interest in an LLC consisting of a member's financial rights, a member's right to assign financial rights as provided in §. See Tennessee Code 48-202-101
          28. Membership service: means service rendered while a member of the retirement system. See Tennessee Code 8-34-101
          29. Misdemeanor: Usually a petty offense, a less serious crime than a felony, punishable by less than a year of confinement.
          30. Month: means the time from any day of any month to the corresponding day of the succeeding month, if any, and if none, the last day of the succeeding month. See Tennessee Code 48-11-201
          31. Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
          32. Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
          33. Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
          34. Officer: means an individual, who is vested with authority as an officer under §48-249-401(e). See Tennessee Code 48-249-102
          35. Official capacity: means :
            1. With respect to a governor in a board-managed LLC, the position of governor. See Tennessee Code 48-243-101
            2. Operating agreement: means an agreement described in §48-249-203(a). See Tennessee Code 48-249-102
            3. Operating agreement: means a written agreement described in §. See Tennessee Code 48-202-101
            4. Owners: means members in the case of an LLC, shareholders in the case of a corporation, partners in the case of general or limited partnerships and the equivalent with respect to other entities. See Tennessee Code 48-202-101
            5. Ownership interests: means membership interests in the case of an LLC, shares in the case of a corporation, partnership interests in the case of general or limited partnerships and the equivalent with respect to other entities. See Tennessee Code 48-202-101
            6. Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
            7. Party: includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. See Tennessee Code 48-243-101
            8. Person: means an individual or an entity. See Tennessee Code 48-249-102
            9. Person: includes a corporation, firm, company or association. See Tennessee Code 1-3-105
            10. Person: includes individual and entity. See Tennessee Code 48-202-101
            11. Personal property: All property that is not real property.
            12. Personal property: includes money, goods, chattels, things in action, and evidences of debt. See Tennessee Code 1-3-105
            13. Personal representative: means , as to an individual, the executor, administrator, guardian, conservator, trustee or other legal representative of the individual, and, as to an entity, the legal representative or successor of the entity. See Tennessee Code 48-249-102
            14. Plaintiff: The person who files the complaint in a civil lawsuit.
            15. Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
            16. Pleadings: Written statements of the parties in a civil case of their positions. In the federal courts, the principal pleadings are the complaint and the answer.
            17. PLLC: means an LLC, other than a foreign professional LLC, which has elected to become subject to this chapter. See Tennessee Code 48-248-102
            18. PLLC: has the meaning set forth in §48-249-1102. See Tennessee Code 48-249-102
            19. Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
            20. Principal executive office: means the office, in or out of this state, that is designated as the principal executive office of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter. See Tennessee Code 48-249-102
            21. 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
            22. Principal office: means the office (in or out of this state) so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located. See Tennessee Code 48-11-201
            23. Prior service: means service rendered prior to the date of membership in the retirement system for which credit was given under the terms of one (1) or more of the superseded systems as provided in part 6 of this chapter. See Tennessee Code 8-34-101
            24. Proceeding: means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal. See Tennessee Code 48-249-102
            25. Proceeding: means any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal. See Tennessee Code 48-243-101
            26. Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Tennessee Code 48-202-101
            27. Professional service: means a service that may be lawfully rendered only by a person licensed or otherwise authorized by a licensing authority in this state to render the service and that may not be lawfully rendered by a corporation under the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title or by an LLC under chapters 201-248 of this title. See Tennessee Code 48-248-102
            28. Property: includes both personal and real property. See Tennessee Code 1-3-105
            29. Quorum: The number of legislators that must be present to do business.
            30. Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
            31. real property: include lands, tenements and hereditaments, and all rights thereto and interests therein, equitable as well as legal. See Tennessee Code 1-3-105
            32. Record: means information that is inscribed in a tangible medium, or that is stored in an electronic or other medium, and is retrievable in perceivable form. See Tennessee Code 48-249-102
            33. 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
            34. Record date: means the date established under chapter 16 or 17 on which a corporation determines the identity of its shareholders for purposes of chapters 11-27 of this title. See Tennessee Code 48-11-201
            35. Recourse: An arrangement in which a bank retains, in form or in substance, any credit risk directly or indirectly associated with an asset it has sold (in accordance with generally accepted accounting principles) that exceeds a pro rata share of the bank's claim on the asset. If a bank has no claim on an asset it has sold, then the retention of any credit risk is recourse. Source: FDIC
            36. Registered agent: means the person designated as the registered agent of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter. See Tennessee Code 48-249-102
            37. Registered office: means the office in this state that is designated as the registered office of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter. See Tennessee Code 48-249-102
            38. 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
            39. Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
            40. Reporter: Makes a record of court proceedings and prepares a transcript, and also publishes the court's opinions or decisions (in the courts of appeals).
            41. Representative: means , as to a foreign LLC, a director, manager, officer, employee or other agent of a foreign LLC. See Tennessee Code 48-249-102
            42. Representative: means a governor, manager, employee or other agent of a foreign LLC. See Tennessee Code 48-202-101
            43. Responsible person: includes , unless the context requires otherwise, the estate or personal representative of a responsible person. See Tennessee Code 48-243-101
            44. resulting entity: means the entity resulting from a merger. See Tennessee Code 48-202-101
            45. Retirement: means withdrawal from membership with a retirement allowance granted under chapters 34-37 of this title. See Tennessee Code 8-34-101
            46. Retirement system: means the Tennessee consolidated retirement system as defined in §§8-34-201,8-34-202. See Tennessee Code 8-34-101
            47. Secretary: means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under §. See Tennessee Code 48-11-201
            48. Secretary of state: means the individual who holds the office of secretary of state of this state. See Tennessee Code 48-249-102
            49. Secretary of state: means the person who holds the office of secretary of state of Tennessee. See Tennessee Code 48-202-101
            50. Series: means a category of membership interests, within a class of membership interests, that have some of the same rights and preferences as other membership interests within the same class, but that differ in one (1) or more rights and preferences from another category of membership interests within that class. See Tennessee Code 48-202-101
            51. Service: means service as a general employee, a teacher, a state police officer, a wildlife officer, a firefighter, a police officer, a state judge, a county judge, an attorney general, a commissioner or a county official which is paid for by an employer, and also includes service for which a former member of the general assembly is entitled to under former §§ 3-401 and 3-406. See Tennessee Code 8-34-101
            52. Service of process: The service of writs or summonses to the appropriate party.
            53. Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
            54. Share: means the unit into which the proprietary interests in a corporation are divided. See Tennessee Code 48-11-201
            55. Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Tennessee Code 48-11-201
            56. signature: means , with present intent to authenticate or adopt a document:
              1. To execute or adopt a tangible symbol to a document, and includes any manual, facsimile, or conformed signature. See Tennessee Code 48-11-201
              2. 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
              3. Special legal counsel: means counsel who has not represented the LLC or a related LLC, or a governor, manager, member of a committee of the board of governors, member of a committee of the members, agent or employee, whose indemnification is in issue. See Tennessee Code 48-243-101
              4. State: means the state of Tennessee. See Tennessee Code 8-34-101
              5. 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
              6. Statute: A law passed by a legislature.
              7. Statute of limitations: A law that sets the time within which parties must take action to enforce their rights.
              8. Subsidiary: means a corporation more than fifty percent (50%) of whose outstanding voting shares are owned by its parent and/or the parent's other wholly-owned subsidiaries. See Tennessee Code 48-11-201
              9. Summons: Another word for subpoena used by the criminal justice system.
              10. Tax clearance for termination or withdrawal: means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that an LLC or a foreign LLC has filed all applicable reports, including, but not limited to, a final report, and has paid all fees, penalties and taxes as required by the revenue laws of this state. See Tennessee Code 48-202-101
              11. 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
              12. Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
              13. Transfer: means an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift and transfer by operation of law. See Tennessee Code 48-249-102
              14. Trustee: A person or institution holding and administering property in trust.
              15. United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See Tennessee Code 48-11-201
              16. Venue: The geographical location in which a case is tried.
              17. Voting power: means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. See Tennessee Code 48-51-201
              18. written: means any information in the form of a document. See Tennessee Code 48-11-201
              19. Written action: means a written document signed by those persons required to take the action described. See Tennessee Code 48-202-101
              20. Year: means a calendar year, unless otherwise expressed. See Tennessee Code 1-3-105