Types of Memberships — Members' Rights and Obligations

Tenn. Code Ann. tit. 48, ch. 56, pt. 2

in effect

Tenn. Code Ann. § 48-56-201 Differences in rights and obligations of members.

48-56-201. Differences in rights and obligations of members. All members have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the charter or bylaws establish classes of membership with different rights or obligations. All members have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the charter or bylaws. Acts 1987, ch. 242, § 6.20.

Tenn. Code Ann. § 48-56-202 Transfers.

48-56-202. Transfers. (a) Except as set forth in or authorized by the charter or bylaws, no member of a corporation may transfer a membership or any right arising therefrom. (b) Where transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the members and the affected member. Acts 1987, ch. 242, § 6.21.

Tenn. Code Ann. § 48-56-203 Member's liability to third parties.

48-56-203. Member's liability to third parties. A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation. Acts 1987, ch. 242, § 6.22.

Tenn. Code Ann. § 48-56-204 Member's liability for dues, assessments and fees.

48-56-204. Member's liability for dues, assessments and fees. (a) A member may become liable to the corporation for dues, assessments or fees by consenting (expressly or impliedly) to such obligation; provided, that a charter or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments or fees does not, of itself, create liability. (b) Nothing in this section shall prevent a corporation from terminating or suspending a member's membership for nonpayment of dues, assessments or fees, even though the member is not liable to the corporation, pursuant to this section, for payment of such dues, assessments or fees. Acts 1987, ch. 242, § 6.23.

Tenn. Code Ann. § 48-56-205 Creditor's action against member.

48-56-205. Creditor's action against member. (a) No proceeding may be brought by a creditor of a corporation to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such proceeding would be useless. (b) All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor's proceeding brought under subsection (a) to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in such proceeding. (c) Nothing provided in subsection (a) or (b) is intended to preclude the availability of other remedies to a creditor. Acts 1987, ch. 242, § 6.24.

Source: Tennessee Code (state release 76 via Public.Resource.Org) + public chapters (Tennessee Secretary of State)URL: https://archive.org/download/gov.tn.tca/release76.2021.05.21/gov.tn.tca.title.48.htmlFetched: 10/24/2026