Tennessee § 48-52-107 Emergency bylaws

Tennessee Statutes

§ 48-52-107 — Emergency bylaws

Tennessee § 48-52-107

Title48

This text of Tennessee § 48-52-107 (Emergency bylaws) 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. § 48-52-107 (2026).

Text

(a)Unless the charter provides otherwise, the board of directors or the incorporators of a corporation may adopt bylaws to be effective only in an emergency. The emergency bylaws, which are subject to amendment or repeal by the members, may make all provisions necessary for managing the corporation during the emergency, including:

(1)Procedures for calling a meeting of the board of directors;

(2)Quorum requirements for the meeting; and (3) Designation of additional or substitute directors.

(b)All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

(c)Corporate action taken in good faith in accordance with the emergency bylaws:

(1)Binds the corporation; and (2) May

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(a) Unless the charter provides otherwise, the board of directors or the incorporators of a corporation may adopt bylaws to be effective only in an emergency. The emergency bylaws, which are subject to amendment or repeal by the members, may make all provisions necessary for managing the corporation during the emergency, including: (1) Procedures for calling a meeting of the board of directors; (2) Quorum requirements for the meeting; and (3) Designation of additional or substitute directors. (b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. (c) Corporate action taken in good faith in accordance with the emergency bylaws: (1) Binds the corporation; and (2) May not be used to impose liability on a corporate director, officer, employee or agent.