Part 1 Meetings 48-17-101 – 48-17-110
Part 2 Voting 48-17-201 – 48-17-210
Part 3 Voting Trusts and Shareholders’ Agreements 48-17-301 – 48-17-302
Part 4 Derivative Proceedings 48-17-401

Terms Used In Tennessee Code > Title 48 > For-Profit Business Corporations > Chapter 17 - Shareholders

  • Adjourn: A motion to adjourn a legislative chamber or a committee, if passed, ends that day's session.
  • 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.
    • Appellate: About appeals; an appellate court has the power to review the judgement of another lower court or tribunal.
    • 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
    • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
    • 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.
    • 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.
    • 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
    • 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: 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
    • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
    • Contract: A legal written agreement that becomes binding when signed.
    • 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 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
    • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
    • 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
    • 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
    • Dismissal: The dropping of a case by the judge without further consideration or hearing. Source:
    • 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

      • Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. See Tennessee Code 48-11-201
      • Employee: includes an officer but not a director. See Tennessee Code 48-11-201
      • Entity: includes the following, whether foreign or domestic: LLCs. See Tennessee Code 48-202-101
      • 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.
      • Executor: includes an administrator, where the subject matter applies to an administrator. See Tennessee Code 1-3-105
      • Fiduciary: A trustee, executor, or administrator.
      • 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.
      • 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.
      • 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
      • 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.
      • Individual: includes the estate of an incompetent or deceased individual. See Tennessee Code 48-11-201
      • 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

        • 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.
        • Lands: includes lands, tenements and hereditaments, and all rights thereto and interests therein, equitable as well as legal. See Tennessee Code 1-3-105
        • 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
        • 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
            • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
            • Misdemeanor: Usually a petty offense, a less serious crime than a felony, punishable by less than a year of confinement.
            • 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
            • 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.
            • 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
            • 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.
            • 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.
            • 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.
            • 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
            • 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.
            • Quorum: The number of legislators that must be present to do business.
            • 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
            • 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
            • Secretary: means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under §. See Tennessee Code 48-11-201
            • 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
            • 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 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
              • 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.
              • 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
              • Testimony: Evidence presented orally by witnesses during trials or before grand juries.
              • Trustee: A person or institution holding and administering property in trust.
              • 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
              • 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
              • 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