Tennessee § 43-38-520 Action of members after vote - Class or series of memberships

Tennessee Statutes

§ 43-38-520 — Action of members after vote - Class or series of memberships

Tennessee § 43-38-520

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This text of Tennessee § 43-38-520 (Action of members after vote - Class or series of memberships) is published on Counsel Stack Legal Research, covering Tennessee primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Tenn. Code Ann. § 43-38-520 (2026).

Text

(a)The members shall take action by the affirmative vote of the owners of the greater of:

(1)A majority of the voting power of the membership interests present and entitled to vote on that item of business in a meeting in which a quorum is present; or (2) A majority of the voting power that would constitute a quorum for the transaction of business at the meeting, except where this chapter, the articles of organization, or a member control agreement, requires a larger proportion. If the articles, bylaws, or a member control agreement requires a larger proportion than is required by this chapter for a particular action, the articles, bylaws, or the member control agreement controls.

(b)In any case where a class or series of membership interests is entitled to vote as a class or series by

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(a) The members shall take action by the affirmative vote of the owners of the greater of: (1) A majority of the voting power of the membership interests present and entitled to vote on that item of business in a meeting in which a quorum is present; or (2) A majority of the voting power that would constitute a quorum for the transaction of business at the meeting, except where this chapter, the articles of organization, or a member control agreement, requires a larger proportion. If the articles, bylaws, or a member control agreement requires a larger proportion than is required by this chapter for a particular action, the articles, bylaws, or the member control agreement controls. (b) In any case where a class or series of membership interests is entitled to vote as a class or series by this chapter, the articles of organization, bylaws, a member control agreement, or the terms of the membership interests, the matter being voted upon must also receive the affirmative vote of the owners of the same proportion of the membership interests present of that class or series; or of the total outstanding membership interests of that class or series, as the proportion required pursuant to subsection (a), unless the articles, bylaws, or the member control agreement require a larger proportion. Unless otherwise stated in the articles, bylaws, or a member control agreement, in the case of voting as a class or series, the minimum percentage of the total voting power of membership interests of the class or series that must be present is equal to the minimum percentage of all membership interests entitled to vote required to be present under § 43-38-516 .