Chapter 11 General Provisions 48-11-101 – 48-11-402
Chapter 12 Incorporation 48-12-101 – 48-12-107
Chapter 13 Purposes and Powers 48-13-101 – 48-13-104
Chapter 14 Name 48-14-101 – 48-14-103
Chapter 15 Office and Agent 48-15-101 – 48-15-105
Chapter 16 Shares and Distributions 48-16-101 – 48-16-401
Chapter 17 Shareholders 48-17-101 – 48-17-401
Chapter 18 Directors and Officers 48-18-101 – 48-18-704
Chapter 20 Amendment of Charter and Bylaws 48-20-101 – 48-20-203
Chapter 21 Merger, Share Exchange and Conversion 48-21-101 – 48-21-121
Chapter 22 Sale of Assets 48-22-101 – 48-22-102
Chapter 23 Dissenters’ Rights 48-23-101 – 48-23-302
Chapter 24 Dissolution 48-24-101 – 48-24-304
Chapter 25 Foreign Corporations 48-25-101 – 48-25-305
Chapter 26 Records and Reports 48-26-101 – 48-26-203
Chapter 27 Transition Provisions 48-27-101 – 48-27-103
Chapter 28 For-Profit Benefit Corporation Act 48-28-101 – 48-28-109

Terms Used In Tennessee Code > Title 48 > For-Profit Business Corporations

  • Active plan: means a plan that is currently producing tax increment revenues. See Tennessee Code 9-23-102
  • Adjourn: A motion to adjourn a legislative chamber or a committee, if passed, ends that day's session.
  • Administrator of elections: means the chief administrative officer appointed by the county election commission. See Tennessee Code 2-2-101
  • 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.
  • Agriculture: means :

    • (i) The land, buildings and machinery used in the commercial production of farm products and nursery stock. See Tennessee Code 1-3-105

    • 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.
    • Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
    • 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.
    • Appellate: About appeals; an appellate court has the power to review the judgement of another lower court or tribunal.
    • 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
    • Arrest: Taking physical custody of a person by lawful authority.
    • 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
    • Artifacts: means all relics, specimens or objects of an historical, prehistorical, archaeological or anthropological nature which may be found above or below the surface of the earth, and which have scientific or historic value as objects of antiquity, as aboriginal relics, or as archaeological specimens. See Tennessee Code 11-6-102
    • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
    • Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
    • Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
    • Authorized shares: means the shares of all classes a domestic or foreign corporation is authorized to issue. See Tennessee Code 48-11-201
    • 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.
    • Base taxes: means the property taxes, if any, that were levied by a taxing agency and payable with respect to the property within a plan area (other than any portion of such taxes that is a debt service amount) for the year prior to the date the plan was approved. See Tennessee Code 9-23-102
    • Beneficial shareholder: means the person who is a beneficial owner of shares held by a nominee as the record shareholder. See Tennessee Code 48-23-101
    • 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.
    • best interest of the state: means an extended plan term or term extension is reasonably required for plan completion. See Tennessee Code 9-23-102
    • Board: means the mayor and the aldermen. See Tennessee Code 6-1-101
    • Board: means the governing body of the Tennessee heritage conservation trust fund. See Tennessee Code 11-7-102
    • Board: means the Ocoee River recreation and economic development fund board created pursuant to §. See Tennessee Code 11-8-102
    • 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
    • Burial grounds: means a place used for or to be used for human burials. See Tennessee Code 11-6-102
    • 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
    • Chambers: A judge's office.
    • Charter: includes amended and restated charters and articles of merger. See Tennessee Code 48-11-201
    • Chief administrative officer of the county highway department: means the officer or entity having the general control and authority over the county highway department in accordance with §. See Tennessee Code 5-12-202
    • City: means any city or territory to be incorporated that may adopt chapters 30-36 of this title. See Tennessee Code 6-30-102
    • 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
    • Clerk of court: An officer appointed by the court to work with the chief judge in overseeing the court's administration, especially to assist in managing the flow of cases through the court and to maintain court records.
    • 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
    • Collector: includes any person entrusted with the collection of public revenue. See Tennessee Code 1-3-105
    • Commission: means the county election commission unless another intent is clearly shown. See Tennessee Code 2-2-101
    • Commissioner: means the commissioner of economic and community development. See Tennessee Code 9-23-102
    • Commissioner: means the commissioner of environment and conservation or the commissioner's designee. See Tennessee Code 11-8-102
    • 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.
    • Community redevelopment agency: means a community redevelopment agency created by or designated pursuant to the CRA Act. See Tennessee Code 9-23-102
    • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
    • Comptroller: means the comptroller of the treasury. See Tennessee Code 9-23-102
    • 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
    • Conservation easement: means a conservation easement as defined in §. See Tennessee Code 11-10-101
    • Conservation easement: means a conservation easement as defined in §. See Tennessee Code 11-13-102
    • Conspicuous: means so written that a reasonable person against whom the writing is to operate should have noticed it. See Tennessee Code 48-11-201
    • Contract: A legal written agreement that becomes binding when signed.
    • Conviction: A judgement of guilt against a criminal defendant.
    • Corporation: means the issuer of the shares held by a dissenter before the corporate action, and, for purposes of §§. See Tennessee Code 48-23-101
    • 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.
    • County: means the county in which any such city or territory to be incorporated under chapters 30-36 of this title is located, or in which the major portion of the population of any such city or territory to be incorporated is located as indicated by the last federal census. See Tennessee Code 6-30-102
    • County executive: means and includes "county mayor" unless the context clearly indicates otherwise. See Tennessee Code 1-3-105
    • County mayor: means and includes "county executive" unless the context clearly indicates otherwise. See Tennessee Code 1-3-105
    • Court: includes every court and judge having jurisdiction in the case. See Tennessee Code 48-202-101
    • CRA Act: means the Community Redevelopment Act of 1998, as amended, being 1998 Public Chapter No. See Tennessee Code 9-23-102
    • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
    • Dedicated taxes: means that portion of property taxes, if any, designated by a taxing agency to pay debt service on the taxing agency's debt. See Tennessee Code 9-23-102
    • Deed: The legal instrument used to transfer title in real property from one person to another.
    • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
    • 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
    • Department: means the department of environment and conservation. See Tennessee Code 11-8-102
    • Dependent: A person dependent for support upon another.
    • Development fund: means the Ocoee River recreation and economic development fund. See Tennessee Code 11-8-102
    • Devise: To gift property by will.
    • 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
    • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
    • Dismissal: The dropping of a case by the judge without further consideration or hearing. Source:
    • Dissenter: means a shareholder who is entitled to dissent from corporate action under §. See Tennessee Code 48-23-101
    • Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
    • 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
    • Docket: A log containing brief entries of court proceedings.
    • Document: means :

      • (A) Any tangible medium on which information is inscribed, and includes any writing or written instrument. See Tennessee Code 48-11-201

      • domestic business corporation: means a corporation for profit, which is not a foreign corporation, incorporated under or subject to chapters 11-27 of this title. See Tennessee Code 48-11-201
      • 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
      • domestic nonprofit corporation: means a corporation incorporated under the laws of this state and subject to the Tennessee Nonprofit Corporation Act, compiled in chapters 51-68 of this title. See Tennessee Code 48-11-201
      • Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. See Tennessee Code 48-11-201
      • Electronic record: means information that is stored in an electronic or other medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with §. See Tennessee Code 48-11-201
      • Eligible entity: means a domestic or foreign unincorporated entity or a domestic or foreign nonprofit corporation. See Tennessee Code 48-21-101
      • Eligible interests: means interests or memberships. See Tennessee Code 48-21-101
      • Employee: includes an officer but not a director. See Tennessee Code 48-11-201
      • 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.
      • Entity: includes the following, whether foreign or domestic: LLCs. See Tennessee Code 48-202-101
      • 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
      • Escheat: Reversion of real or personal property to the state when 1) a person dies without leaving a will and has no heirs, or 2) when the property (such as a bank account) has been inactive for a certain period of time. Source: OCC
      • Escrow: Money given to a third party to be held for payment until certain conditions are met.
      • 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.
      • Ex officio: Literally, by virtue of one's office.
      • Excavation: means digging below the surface of the earth or water by hand or with mechanical equipment for the purpose of recovering artifacts, archaeological data, human remains or burial objects. See Tennessee Code 11-6-102
      • Executor: includes an administrator, where the subject matter applies to an administrator. See Tennessee Code 1-3-105
      • Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
      • Federal Reserve System: The central bank of the United States. The Fed, as it is commonly called, regulates the U.S. monetary and financial system. The Federal Reserve System is composed of a central governmental agency in Washington, D.C. (the Board of Governors) and twelve regional Federal Reserve Banks in major cities throughout the United States. Source: OCC
      • Fee simple: Absolute title to property with no limitations or restrictions regarding the person who may inherit it.
      • Felony: A crime carrying a penalty of more than a year in prison.
      • Fiduciary: A trustee, executor, or administrator.
      • Field archaeology: means the study of the traces of human culture at any land or water site by means of photographing, mapping, surveying, digging, sampling, excavating and removing artifacts or other archaeological material, or going on a site with that intent. See Tennessee Code 11-6-102
      • Filing entity: means an unincorporated entity that is of a type that is created by filing a public organic document. See Tennessee Code 48-21-101
      • Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
      • For-profit benefit corporation: means a domestic business corporation organized under and subject to the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title that intends to pursue a public benefit or public benefits. See Tennessee Code 48-28-103
      • Foreign corporation: means a corporation for profit incorporated under a law other than the laws of this state. See Tennessee Code 48-202-101
      • Foreign for-profit benefit corporation: means a for-profit corporation incorporated under a law other than the laws of this state that intends, as stated in its charter or similar governing instrument, to pursue a public benefit or public benefits and has, under that law, the status of a for-profit benefit corporation or its substantial equivalent. See Tennessee Code 48-28-103
      • Foreign nonprofit corporation: means a corporation incorporated under a law other than the law of this state, which would be a nonprofit corporation if incorporated under the laws of this state. See Tennessee Code 48-11-201
      • Foreign unincorporated entity: means an unincorporated entity whose internal affairs are governed by an organic law of a jurisdiction other than this state. See Tennessee Code 48-11-201
      • Fraud: Intentional deception resulting in injury to another.
      • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
      • Governing body: means the board or body in which the general legislative powers of a municipality or taxing agency are vested. See Tennessee Code 9-23-102
      • Governing body: means the board of governors in the case of a board-managed LLC, the members in the case of a member-managed LLC, and the board of directors in the case of a corporation. See Tennessee Code 48-202-101
      • Grace period: The number of days you'll have to pay your bill for purchases in full without triggering a finance charge. Source: Federal Reserve
      • Grantor: The person who establishes a trust and places property into it.
      • 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.
      • Highway: includes public bridges and may be held equivalent to the words "county way" "county road" or "state road". See Tennessee Code 1-3-105
      • Housing authority: means a housing authority organized in accordance with title 13, chapter 20, or any public entity exercising the redevelopment powers of a housing authority pursuant to such chapter. See Tennessee Code 9-23-102
      • Human remains: means the bodies of deceased persons, in whatever stage of decomposition, including, but not limited to, skeletal remains, mummies, or body parts. See Tennessee Code 11-6-102
      • 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
      • Individual: includes the estate of an incompetent or deceased individual. See Tennessee Code 48-11-201
      • Industrial development corporation: means any industrial development corporation organized pursuant to title 7, chapter 53. See Tennessee Code 9-23-102
      • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
      • Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
      • Interest: means interest from the effective date of the corporate action that gave rise to the shareholder's right to dissent until the date of payment, at the average auction rate paid on United States treasury bills with a maturity of six (6) months (or the closest maturity thereto) as of the auction date for such treasury bills closest to such effective date. See Tennessee Code 48-23-101
      • Interest: means either or both of the following rights under the organic law of an unincorporated entity:

        • (A) The right to receive distributions from the entity either in the ordinary course or upon liquidation. See Tennessee Code 48-11-201

        • Interest holder: means a person who holds of record an interest. See Tennessee Code 48-21-101
        • 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.
        • Juror: A person who is on the jury.
        • Land: includes , but is not limited to, roads, water, watercourses, private ways and buildings, structures and machinery or equipment thereon when attached to the realty. See Tennessee Code 11-10-101
        • Lands: includes lands, tenements and hereditaments, and all rights thereto and interests therein, equitable as well as legal. See Tennessee Code 1-3-105
        • Lawsuit: A legal action started by a plaintiff against a defendant based on a complaint that the defendant failed to perform a legal duty, resulting in harm to the plaintiff.
        • 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
        • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
        • Library: means :

          • (A) A library that is open to the public and established or operated by:

            • (i) The state, a county, city, town, school district or any other political subdivision of the state. See Tennessee Code 10-8-101

            • Library record: means a document, record, or other method of storing information retained by a library that identifies a person as having requested or obtained specific information or materials from such library. See Tennessee Code 10-8-101
            • Lien: A claim against real or personal property in satisfaction of a debt.
            • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
            • Long-term debt: means debt payable after June 30 of the fiscal year, for which the budget is applicable. See Tennessee Code 5-12-202
            • 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
            • 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: 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
            • Minor: means any person who has not attained eighteen (18) years of age. See Tennessee Code 1-3-105
            • Misdemeanor: Usually a petty offense, a less serious crime than a felony, punishable by less than a year of confinement.
            • Month: means a calendar month. See Tennessee Code 1-3-105
            • 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
            • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
            • Municipality: means any county, metropolitan government or incorporated city or town in this state. See Tennessee Code 9-23-102
            • National Register: means that listing of the state's historic, archaeological, architectural, cultural, and environmental resources as nominated by the state liaison officer and which is kept by the national park service, the United States department of the interior, pursuant to the National Historic Preservation Act of 1966, Pub. See Tennessee Code 11-15-102
            • 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.
            • Nonfiling entity: means an unincorporated entity that is of a type that is not created by filing a public organic document. See Tennessee Code 48-11-201
            • Nonprofit organization: means an entity that is exempt from federal income taxation under § 501(a) of the Internal Revenue Code, codified in 26 U. See Tennessee Code 11-7-102
            • Nonprofit organization: means an entity that is exempt from federal income taxation pursuant to § 501(c) of the Internal Revenue Code, (26 U. See Tennessee Code 11-8-102
            • Oath: includes affirmation. See Tennessee Code 1-3-105
            • 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.
            • Ocoee River management zone: means the area of land managed by the department in accordance with agreements with the Tennessee Valley authority and U. See Tennessee Code 11-8-102
            • Ocoee River recreation fee: means the fee deposited in the development fund pursuant to the issuance of a permit as authorized in §. See Tennessee Code 11-8-102
            • Officer: means the mayor, aldermen, city attorney and city judge. See Tennessee Code 6-1-101
            • Organic document: means a public organic document or a private organic document. See Tennessee Code 48-11-201
            • Organic law: means the statute governing the internal affairs of a domestic or foreign business or nonprofit corporation or unincorporated entity. See Tennessee Code 48-11-201
            • Owner: includes , but is not limited to, tenant, lessee, occupant or person in control of the premises. See Tennessee Code 11-10-101
            • 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
            • Participating shares: means shares however denominated that entitle their holders to participate in distributions on dissolution after all preferences have been paid. See Tennessee Code 48-21-101
            • 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.
            • Party to a merger or share exchange: means any domestic or foreign corporation, or eligible entity that will:

              • (A) Merge in a plan of merger. See Tennessee Code 48-21-101

              • Person: includes a corporation, firm, company or association. See Tennessee Code 1-3-105
              • Person: includes individual and entity. See Tennessee Code 48-202-101
              • Personal property: includes money, goods, chattels, things in action, and evidences of debt. See Tennessee Code 1-3-105
              • Plaintiff: The person who files the complaint in a civil lawsuit.
              • Plan: means a redevelopment plan approved pursuant to title 13, chapter 20, an economic impact plan approved pursuant to title 7, chapter 53, or a community redevelopment plan approved pursuant to the CRA Act. See Tennessee Code 9-23-102
              • Plan area: means the area identified in any plan as being subject to such plan. See Tennessee Code 9-23-102
              • 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.
              • 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.
              • 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.
              • 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.
              • 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
              • 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
              • Private organic document: means any document (other than the public organic document, if any) that determines the internal governance of an unincorporated entity. See Tennessee Code 48-11-201
              • Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Tennessee Code 48-202-101
              • Property: includes both personal and real property. See Tennessee Code 1-3-105
              • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
              • Public access area: means an area adjoining the river acquired by the state in fee simple. See Tennessee Code 11-13-102
              • Public benefit: means a positive effect or reduction of negative effects on one (1) or more categories of persons, entities, communities, or interests, other than shareholders in their capacities as shareholders, including, but not limited to, an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific, or technological effect. See Tennessee Code 48-28-103
              • Public benefit corporation: means a domestic corporation which becomes by operation of law a public benefit corporation pursuant to §. See Tennessee Code 48-51-201
              • Public benefit provisions: means the provisions of a charter as described in §. See Tennessee Code 48-28-103
              • Public body: means the state, counties, municipalities, metropolitan governments, the historic commission of any state, county, municipal, or metropolitan government, and park or recreation authorities. See Tennessee Code 11-15-102
              • Public infrastructure: shall mean roads, streets, publicly-owned or privately-owned parking lots, facilities or garages, traffic signals, sidewalks or other public improvements that are available for public use, utility improvements and storm water and drainage improvements, whether or not located on public property or a publicly-dedicated easement, that are necessary or desirable, as determined by the tax increment agency. See Tennessee Code 9-23-102
              • Public law: A public bill or joint resolution that has passed both chambers and been enacted into law. Public laws have general applicability nationwide.
              • Public organic document: means the document, if any, that is filed of public record to create an unincorporated entity. See Tennessee Code 48-11-201
              • Public use easement: means a public use easement as defined in §. See Tennessee Code 11-10-101
              • Public use easement: means a perpetual right in land of less than fee simple which:

                • (A) Obligates the grantor and the grantor's heirs and assigns to certain restrictions constituted to maintain and enhance the scenic qualities of those lands bordering the river. See Tennessee Code 11-13-102

                • Publication: as used in this chapter , includes the necessary actions by whatever means and in whatever form for development of a Tennessee Code database. See Tennessee Code 1-1-105
                • Quorum: The number of legislators that must be present to do business.
                • Rafting season: means the time period within a calendar year commencing on the date of the first release of water from the Ocoee River dams for recreational purposes by the Tennessee Valley Authority and concluding on the date of the last release of water from such dams for recreational purposes. See Tennessee Code 11-8-102
                • 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
                • 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
                • 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
                • Record 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 48-23-101
                • Recreational purposes: includes , but is not limited to, any one (1) or any combination of the following: hunting, fishing, swimming, boating, camping, picnicking, hiking, pleasure driving, nature study, water skiing, winter sports, and visiting, viewing or enjoying historical, archaeological, scenic or scientific sites, or otherwise using land for purposes of the user. See Tennessee Code 11-10-101
                • 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
                • 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.
                • 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).
                • Representative: when applied to those who represent a decedent, includes executors and administrators, unless the context implies heirs and distributees. See Tennessee Code 1-3-105
                • Representative: means a governor, manager, employee or other agent of a foreign LLC. See Tennessee Code 48-202-101
                • River: means a flowing body of water or a section, portion or tributary thereof, including rivers, streams, creeks, branches, or small lakes. See Tennessee Code 11-13-102
                • Road: includes public bridges and may be held equivalent to the words "county way" "county road" or "state road". See Tennessee Code 1-3-105
                • Road: means highway, hard-surface road, improved and unimproved dirt road. See Tennessee Code 11-13-102
                • Scenic easement: means an easement in land which:

                  • (i) Is held for the benefit of the people of Tennessee. See Tennessee Code 11-15-102

                  • Secretary: means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under §. See Tennessee Code 48-11-201
                  • Secretary of state: means the person who holds the office of secretary of state of Tennessee. See Tennessee Code 48-202-101
                  • 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
                  • Service of process: The service of writs or summonses to the appropriate party.
                  • 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.
                  • Share: means the unit into which the proprietary interests in a corporation are divided. See Tennessee Code 48-11-201
                  • Shareholder: means the record shareholder or the beneficial shareholder. See Tennessee Code 48-23-101
                  • 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
                  • signature: means , with present intent to authenticate or adopt a document:

                    • (A) To execute or adopt a tangible symbol to a document, and includes any manual, facsimile, or conformed signature. See Tennessee Code 48-11-201

                    • 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
                    • Site: means any location of historic or prehistoric human activity such as, but not restricted to, mounds, forts, earthworks, burial grounds, structures, villages, mines, caves, shipwrecks, and all locations which are or may be sources of paleontological remains. See Tennessee Code 11-6-102
                    • 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
                    • Statute: A law passed by a legislature.
                    • Subscriber: means a person who subscribes for shares in a corporation, whether before or after incorporation. See Tennessee Code 48-11-201
                    • Subscription: includes a mark, the name being written near the mark and witnessed. See Tennessee Code 1-3-105
                    • 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
                    • Surface collecting: means walking fields, stream banks, or other locations to look for and collect artifacts lying on the surface of the ground, or which are partially exposed on the surface of the ground, or which have been disturbed by plowing or natural processes of erosion. See Tennessee Code 11-6-102
                    • Survivor: means the corporation or unincorporated entity that is in existence immediately after consummation of a merger or entity conversion pursuant to this chapter. See Tennessee Code 48-21-101
                    • 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
                    • Tax increment agency: means a housing authority, industrial development corporation and/or community redevelopment agency. See Tennessee Code 9-23-102
                    • Tax increment revenues: means incremental property tax revenues to be allocated by a taxing agency to a tax increment agency pursuant to a tax increment statute and this chapter. See Tennessee Code 9-23-102
                    • Tax increment statutes: means title 7, chapter 53, title 13, chapter 20 and the CRA Act. See Tennessee Code 9-23-102
                    • Taxing agency: means any county, city, town, metropolitan government or other public entity that levies property taxes on property within a plan area and that has approved the plan. See Tennessee Code 9-23-102
                    • Tennessee Register: means that listing of districts, sites, buildings, structures, and objects significant in Tennessee history, architecture, archaeology, and culture kept by the Tennessee historical commission pursuant to title 4, chapter 11, part 2. See Tennessee Code 11-15-102
                    • 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
                    • Territorial waters: means the navigable waters of the state, and such other waters of the state as may be included within "lands beneath navigable waters" as defined in the federal Abandoned Shipwreck Act of 1987, compiled in 43 U. See Tennessee Code 11-6-102
                    • Testimony: Evidence presented orally by witnesses during trials or before grand juries.
                    • This charter: refers to chapters 30-36 of this title. See Tennessee Code 6-30-102
                    • Transcript: A written, word-for-word record of what was said, either in a proceeding such as a trial or during some other conversation, as in a transcript of a hearing or oral deposition.
                    • Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
                    • Trust fund: means the Tennessee heritage conservation trust fund. See Tennessee Code 11-7-102
                    • Trustee: A person or institution holding and administering property in trust.
                    • Unincorporated entity: means an organization or artificial legal person that either has a separate legal existence or has the power to acquire an estate in real property in its own name and that is not any of the following: a domestic or foreign business or nonprofit corporation, an estate, a trust, a state, the United States, or a foreign government. See Tennessee Code 48-11-201
                    • United States: includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
                    • United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See Tennessee Code 48-11-201
                    • Venue: The geographical location in which a case is tried.
                    • Veto: The procedure established under the Constitution by which the President/Governor refuses to approve a bill or joint resolution and thus prevents its enactment into law. A regular veto occurs when the President/Governor returns the legislation to the house in which it originated. The President/Governor usually returns a vetoed bill with a message indicating his reasons for rejecting the measure. In Congress, the veto can be overridden only by a two-thirds vote in both the Senate and the House.
                    • Voting group: means all shares of one (1) or more classes or series that under the charter or chapters 11-27 of this title are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Tennessee Code 48-11-201
                    • 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
                    • Voting shares: means shares that entitle their holders to vote unconditionally in the election of directors. See Tennessee Code 48-21-101
                    • Ward: means a geographical subdivision of the municipality established for the purpose of securing representation on the board. See Tennessee Code 6-1-101
                    • written: includes printing, typewriting, engraving, lithography, and any other mode of representing words and letters. See Tennessee Code 1-3-105
                    • written: means any information in the form of a document. See Tennessee Code 48-11-201
                    • Year: means a calendar year, unless otherwise expressed. See Tennessee Code 1-3-105