Terms Used In Tennessee Code > Title 48 > MISCELLANEOUS CORPORATION PROVISIONS > Chapter 101 > Part 8 - Tennessee Revised Nonprofit Limited Liability Company Act (§§ 48-101-801 — 48-101-809)

• 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.
• Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
• articles of organization: means in the case of an LLC organized under chapters 201-248 of this title, articles of organization, articles of amendment, articles of correction, certificates of merger, and all similar documents required to be filed with any of the foregoing as part of the formation and continuation of an LLC. See Tennessee Code 48-202-101
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• 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
• charter commission: means a commission established to propose to the voters for adoption the charter for a metropolitan government. See Tennessee Code 7-1-101
• City governing body: means the city council or other public agency possessing power and authority usually possessed by a city council. See Tennessee Code 7-1-101
• 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
• 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
• Deed: The legal instrument used to transfer title in real property from one person to another.
• 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
• Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
• Entity: includes the following, whether foreign or domestic: LLCs. See Tennessee Code 48-202-101
• 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
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• 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}
• 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.
• 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.
• LLC: means a limited liability company, whether foreign or domestic, that is formed under, that is subject to, or that has elected to be governed by, as applicable, the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, except where expressly indicated otherwise. See Tennessee Code 48-101-802
• 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
• Membership: means the rights and obligations a member has pursuant to a corporation's charter, bylaws and chapters 51-68 of this title. See Tennessee Code 48-51-201
• 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
• Municipal corporation: means an incorporated city or town. See Tennessee Code 7-1-101
• Nonprofit corporation: means a nonprofit corporation, whether foreign or domestic, incorporated pursuant to or subject to chapters 51-68 of this title and exempt from franchise and excise tax as not-for-profit as defined in §. See Tennessee Code 48-101-802
• 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.
• 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
• Parent nonprofit corporation: means a nonprofit corporation that is the sole member of a nonprofit corporation. See Tennessee Code 48-101-802
• Person: includes a corporation, firm, company or association. See Tennessee Code 1-3-105
• 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
• 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
• Quorum: The number of legislators that must be present to do business.
• 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: 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
• Secretary of state: means the person who holds the office of secretary of state of Tennessee. See Tennessee Code 48-202-101
• 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
• Smaller city: means any municipal corporation other than the principal city. See Tennessee Code 7-1-101
• 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
• 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
• Subsidiary nonprofit corporation: means a nonprofit corporation, the sole member of which is also a nonprofit corporation. See Tennessee Code 48-101-802
• 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
• United States: includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
• Urban services district: means a service district within a metropolitan government in which are furnished by the metropolitan government municipal services additional to those provided in the general services district. See Tennessee Code 7-1-101
• Year: means a calendar year, unless otherwise expressed. See Tennessee Code 1-3-105