Terms Used In Tennessee Code > Title 48 > LIMITED LIABILITY COMPANIES > Chapter 243 - Indemnification

• 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
• Contract: A legal written agreement that becomes binding when signed.
• Conviction: A judgement of guilt against a criminal defendant.
• 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.
• Court: includes every court and judge having jurisdiction in the case. See Tennessee Code 48-202-101
• Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
• Employee: includes an officer but not a director. See Tennessee Code 48-11-201
• Expenses: include counsel fees. See Tennessee Code 48-243-101
• Governor: means a natural person or entity serving on the board of governors of a board-managed LLC. See Tennessee Code 48-202-101
• 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
• 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.
• 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
• 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
• 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
• Member-managed: means an LLC organized pursuant to this title that has elected pursuant to §. See Tennessee Code 48-202-101
• 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.
• 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.
• Official capacity: means :
  (i) With respect to a governor in a board-managed LLC, the position of governor. See Tennessee Code 48-243-101
• Operating agreement: means a written agreement described in §. See Tennessee Code 48-202-101
• 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
• 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: 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
• Person: includes individual and entity. See Tennessee Code 48-202-101
• 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.
• 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
• Quorum: The number of legislators that must be present to do business.
• Representative: means a governor, manager, employee or other agent of a foreign LLC. See Tennessee Code 48-202-101
• Responsible person: includes , unless the context requires otherwise, the estate or personal representative of a responsible person. See Tennessee Code 48-243-101
• 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.
• 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
• 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
• Trustee: A person or institution holding and administering property in trust.
• written: means any information in the form of a document. See Tennessee Code 48-11-201