Terms Used In Tennessee Code > Title 48 > MISCELLANEOUS CORPORATION PROVISIONS > Chapter 101 > Part 6 - Tennessee Professional Corporation Act (§§ 48-101-601 — 48-101-635)

• Acceptable petitioner: means :
  (A) Any nonprofit corporation. See Tennessee Code 13-6-102
• Administrative action: means the taking of any recommendation, report or nonministerial action. See Tennessee Code 3-6-301
• 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.
• Allegation: something that someone says happened.
• 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.
• 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.
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Association: means any union, league, chamber of commerce, committee, club, or other membership organization. See Tennessee Code 3-6-301
• Attorney general: means the attorney general and reporter. See Tennessee Code 3-6-301
• Authority: means a governing body identified in §. See Tennessee Code 13-8-102
• 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}
• Building: means any building or structure that is located on the subject parcel. See Tennessee Code 13-6-102
• 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
• Business: means any lawful activity, excepting a farm operation, conducted primarily:
  (A) For the purchase, sale, lease and rental of personal and real property, and for the manufacture, processing, or marketing of products, commodities, or any other personal property. See Tennessee Code 13-11-103
• 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
• Calendar quarter: means any one (1) of the following time periods during a given year: January 1 through March 31, April 1 through June 30, July 1 through September 30, or October 1 through December 31. See Tennessee Code 6-58-101
• Campaign contribution: means any contribution as defined by §. See Tennessee Code 3-6-301
• Candidate for public office: means any individual who has made a formal announcement of candidacy or who qualified under the law of this state to seek nomination for election or elections to any state public office, or has received contributions or made expenditures, except for incidental expenditures to determine if one shall be a candidate, or has given consent for a campaign committee to receive contributions or make expenditures, with a view to bringing about that person's nomination for election or the election to state public office, and any individual who has been nominated for appointment as an official in the legislative or executive branch. See Tennessee Code 3-6-301
• Certified person: means any person determined by the court pursuant to §. See Tennessee Code 13-6-102
• Charter: includes amended and restated charters and articles of merger. See Tennessee Code 48-11-201
• 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
• 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
• Committee: means the local government planning advisory committee established by §. See Tennessee Code 6-58-101
• Committee amendment: An amendment recommended by a committee in reporting a bill or other measure.
• 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.
• Comparable replacement dwelling: means any dwelling that is:
  (A) Decent, safe, and sanitary. See Tennessee Code 13-11-103
• Compensation: means any salary, fee, payment, reimbursement or other valuable consideration, or any combination thereof, whether received or to be received. See Tennessee Code 3-6-301
• 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.
• 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.
• Council: means the joint economic and community development council established by §. See Tennessee Code 6-58-101
• 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
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• 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.
• 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:
• Displaced person: means , except as provided in subdivision (2)(B):
  (A) Any person who moves from real property, or moves such person's personal property from real property:

  (i) As a direct result of a written notice of intent to acquire or the acquisition of such real property in whole or in part for a program or project undertaken by a state agency or with federal financial assistance. See Tennessee Code 13-11-103
• Displacing agency: means any state agency undertaking a program or project with or without federal financial assistance, which causes a person to be displaced, a local agency undertaking a program or project with federal or state financial assistance, which causes a person to be displaced, or a person undertaking a program or project with federal financial assistance, which causes a person to be displaced. See Tennessee Code 13-11-103
• Disqualified person: means an individual or entity that for any reason is or becomes ineligible under this part to be issued shares by a professional corporation. See Tennessee Code 48-101-603
• Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
• 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 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 professional corporation: means a professional corporation. See Tennessee Code 48-101-603
• Donor: The person who makes a gift.
• Driveway: means a vehicular access roadway less than twenty-four feet (24') in width and serving no more than two (2) single-family dwellings. See Tennessee Code 13-8-102
• Electronic funds transfer: The transfer of money between accounts by consumer electronic systems-such as automated teller machines (ATMs) and electronic payment of bills-rather than by check or cash. (Wire transfers, checks, drafts, and paper instruments do not fall into this category.) ^{Source: OCC}
• Employee: includes an officer but not a director. See Tennessee Code 48-11-201
• employer: means any person or entity that employs, retains or otherwise arranges for a lobbyist to engage in lobbying on behalf of the person or entity for compensation. See Tennessee Code 3-6-301
• 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}
• 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.
• Expenditure: means any advance, conveyance, deposit, distribution, transfer of funds, loan, payment, pledge, or subscription of money or anything of value, and any contract, agreement, promise, or other obligation, whether or not legally enforceable, to make an expenditure. See Tennessee Code 3-6-301
• Farm operation: means any activity conducted solely or primarily for the production of one (1) or more agricultural products or commodities, including timber, for sale or home use, and customarily producing such products or commodities in sufficient quantity to be capable of contributing materially to the operator's support. See Tennessee Code 13-11-103
• 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}
• 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.
• Forbearance: A means of handling a delinquent loan. A
• 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}
• Foreign professional corporation: means a corporation or association for profit incorporated for the purpose of rendering professional services under a law other than the law of this state. See Tennessee Code 48-101-603
• Fraud: Intentional deception resulting in injury to another.
• Garnishment: Generally, garnishment is a court proceeding in which a creditor asks a court to order a third party who owes money to the debtor or otherwise holds assets belonging to the debtor to turn over to the creditor any of the debtor
• Gated facility or community: means a multifamily residential property or commercial or industrial development or compound that has a security gate or barrier to block the entrance to the facility or community from a public street to a private street, parking lot or driveway of the facility or community. See Tennessee Code 13-8-102
• General services district: means a service district within a metropolitan government whose geographical limits are coextensive with the total area in which the government functions. See Tennessee Code 7-1-101
• Germane: On the subject of the pending bill or other business; a strict standard of relevance.
• Gift: means any payment, honorarium, subscription, loan, advance, forbearance, rendering or deposit of money or services, unless consideration of equal or greater value is received. See Tennessee Code 3-6-301
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• Governmental authority: means any court or governmental, administrative, legislative, regulatory, adjudicatory, or arbitrational body, agency, commission, department, board, bureau, tribunal, or instrumentality of the United States or of any state, commonwealth, nation, territory, possession, county, parish, or municipality, whether now or hereafter constituted or existing, having or claiming jurisdiction over the subject parcel. See Tennessee Code 13-6-102
• Growth plan: means the plan each county must file with the committee by July 1, 2001, as required by §. See Tennessee Code 6-58-101
• Guarantor: A party who agrees to be responsible for the payment of another party's debts should that party default. ^{Source: OCC}
• 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
• Immediate family: means a spouse or minor child living in the household. See Tennessee Code 3-6-301
• 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
• Interest rate: The amount paid by a borrower to a lender in exchange for the use of the lender's money for a certain period of time. Interest is paid on loans or on debt instruments, such as notes or bonds, either at regular intervals or as part of a lump sum payment when the issue matures. ^{Source: OCC}
• Interested person: means , with respect to a subject parcel, any owner, named trustee, or other person that:
  (A) Holds, or is the assignee of the holder of, a lien against that subject parcel. See Tennessee Code 13-6-102
• Investigatory audit information: means data obtained pursuant to a finding of probable cause to believe that an employer or lobbyist has violated this part, including information pertaining to the source or amount of employer or lobbyist income, expenditures, receipts, assets, liabilities, net worth, or related financial or proprietary information that is received by, recorded by, prepared by, or collected by or on behalf of the ethics commission during the course of any audit, investigation or other examination undertaken for the purpose of ensuring compliance with, or imposing civil or criminal sanctions for violation of, this part. See Tennessee Code 3-6-301
• Joint committee: Committees including membership from both houses of teh legislature. Joint committees are usually established with narrow jurisdictions and normally lack authority to report legislation.
• Joint resolution: A legislative measure which requires the approval of both chambers.
• 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
• Law: includes rules promulgated in accordance with §. See Tennessee Code 48-101-603
• 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}
• Legislative action: means introduction, sponsorship, debate, voting or any other nonministerial official action or nonaction on any bill, resolution, amendment, nomination, appointment, report or any other matter pending or proposed in a legislative committee or in either house of the general assembly. See Tennessee Code 3-6-301
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• 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 48-101-603
• Lien: A claim against real or personal property in satisfaction of a debt.
• lobby: includes communications by the contractor, subcontractor or other representative, and the contractor, subcontractor or other representative shall comply with the lobbying registration and other provisions of this part pertaining to lobbyists. See Tennessee Code 3-6-301
• Lobbying firm: means any firm, corporation, partnership or other business entity that regularly supplies lobbying services to others for compensation. See Tennessee Code 3-6-301
• Lobbyist: means any person who engages in lobbying for compensation. See Tennessee Code 3-6-301
• Local agency: means any political subdivision of the state or any department, agency, or instrumentality of a political subdivision of the state or any department, agency, or instrumentality of two (2) or more political subdivisions of the state when carrying out or undertaking programs or projects with federal or state financial assistance. See Tennessee Code 13-11-103
• 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
• Metropolitan government: means the political entity created by consolidation of all, or substantially all, of the political and corporate functions of a county and a city or cities. See Tennessee Code 7-1-101
• Minor: means any person who has not attained eighteen (18) years of age. See Tennessee Code 1-3-105
• Month: means a calendar month. See Tennessee Code 1-3-105
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• Mortgagee: The person to whom property is mortgaged and who has loaned the money.
• Municipal corporation: means any incorporated city or any county, including any county having a metropolitan form of government, and the code enforcement department or agency or other unit responsible for enforcing building and property conditions in the territorial jurisdiction of the city or county. See Tennessee Code 13-6-102
• Municipal corporation: means an incorporated city or town. See Tennessee Code 7-1-101
• Nonprofit corporation: means any nonprofit corporation that has been duly organized and is in good standing under the laws of this state. See Tennessee Code 13-6-102
• 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.
• Officer: means the mayor, aldermen, city attorney and city judge. See Tennessee Code 6-1-101
• Official in the executive branch: means the governor, any member of the governor's staff, any member or employee of a state regulatory commission, including, without limitation, commissioners of the Tennessee public utility commission, or any member or employee of any executive department or agency or other state body in the executive branch. See Tennessee Code 3-6-301
• Official in the legislative branch: means any member, member-elect, any staff person or employee of the general assembly or any member of a commission established by and responsible to the general assembly or either house of the general assembly who takes legislative action. See Tennessee Code 3-6-301
• Oversight: Committee review of the activities of a Federal agency or program.
• Owner: means one (1) or more persons, jointly or severally, in whom is vested all or part of the legal title to, or beneficial ownership of, the subject parcel. See Tennessee Code 13-6-102
• 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: means any individual, partnership, committee, association, corporation, labor organization, or any other organization or group of persons. See Tennessee Code 3-6-301
• Person: includes individual and entity. See Tennessee Code 48-202-101
• Person: means any individual, firm, corporation, association, trust, partnership, joint venture, limited liability company, governmental authority, or other entity. See Tennessee Code 13-6-102
• Person: means and includes, but is not limited to, a partnership, company, corporation, association, individual, or family who is undertaking programs or projects with federal financial assistance, or such other person, business or farm operation which is entitled to any financial or other benefit as a result of federal financial assistance, or the undertaking of any program or project by a state agency. See Tennessee Code 13-11-103
• Person: includes a corporation, firm, company or association. See Tennessee Code 1-3-105
• Personal property: All property that is not real property.
• 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.
• Planned growth area: means an area established in conformance with §. See Tennessee Code 6-58-101
• Principal city: means :
  (A) That municipal corporation having the largest population of any municipality in a particular county. See Tennessee Code 7-1-101
• 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
• Probable cause: A reasonable ground for belief that the offender violated a specific law.
• Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Tennessee Code 48-202-101
• Professional corporation: means a corporation for profit, other than a foreign professional corporation, subject to this part. See Tennessee Code 48-101-603
• 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. See Tennessee Code 48-101-603
• Property: includes both personal and real property. See Tennessee Code 1-3-105
• Public nuisance: means any building that is:
  (A) A menace to the public health, welfare, or safety. See Tennessee Code 13-6-102
• Qualified buyer: means any person determined by the court to be a certified person as provided in §. See Tennessee Code 13-6-102
• Qualified person: means an individual, general partnership or professional corporation to whom shares under this part may be issued. See Tennessee Code 48-101-603
• Quorum: The number of legislators that must be present to do business.
• Random audit information: means information obtained pursuant to an examination of a lobbyist's employment contract, job description or other documentation in order to determine that no contingency fee arrangement prohibited under §. See Tennessee Code 3-6-301
• Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
• 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
• Receiver: means any certified person appointed by the court for the purpose of preserving or improving the subject parcel and all of the powers of a receiver appointed for tax enforcement pursuant to §. See Tennessee Code 13-6-102
• Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in a perceivable form. See Tennessee Code 1-3-105
• 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: means a governor, manager, employee or other agent of a foreign LLC. See Tennessee Code 48-202-101
• 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
• Residential property: means a subject parcel that includes one (1) or more dwelling units that is owner-occupied and the owner's principal place of residence, or that is otherwise intended for single-family residential use. See Tennessee Code 13-6-102
• Residential rental property: means a building or structure located in an older residential neighborhood containing one (1) or two (2) dwelling units that are rented. See Tennessee Code 13-5-102
• Residential rental property: means a building or structure consisting of one (1) or two (2) dwelling units. See Tennessee Code 13-6-102
• Rural area: means an area established in conformance with §. See Tennessee Code 6-58-101
• 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
• Security gate or barrier: means a gate or barrier, electrically operated, that controls the passage of authorized vehicles and persons from a public street to access roads, driveways or parking lots of the gated facility or community. See Tennessee Code 13-8-102
• 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 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
• Solicit: means to entreat, to implore, to ask, to attempt, or to try to obtain. See Tennessee Code 3-6-301
• Special flood hazard area: means the land area covered by the floodwaters of the base flood on NFIP maps. See Tennessee Code 6-58-101
• 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
• State agency: means any department, agency, or instrumentality of the state when carrying out or undertaking programs or projects with or without federal financial assistance, or when providing state financial assistance. See Tennessee Code 13-11-103
• State financial assistance: means a grant, loan, or contribution provided by the state, except any state guarantee or insurance, any interest reduction payment to an individual in connection with the purchase and occupancy of a residence by that individual, and any annual payment or capital loan to the state. See Tennessee Code 13-11-103
• Statute: A law passed by a legislature.
• Subject parcel: means a tract or item of real or personal property that becomes subject to the jurisdiction of a court pursuant to this chapter. See Tennessee Code 13-6-102
• Subpoena: A command to a witness to appear and give testimony.
• Subpoena duces tecum: A command to a witness to produce documents.
• Subscription: includes a mark, the name being written near the mark and witnessed. See Tennessee Code 1-3-105
• 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
• Urban growth boundary: means a line encompassing territory established in conformance with §. See Tennessee Code 6-58-101
• 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