Bylaws — Limitations on liability.
Tenn. Code Ann. § 48-52-106
in effect48-52-106. Bylaws — Limitations on liability.
(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the charter.
(c)(1) The bylaws may contain a provision permitting or requiring indemnification of a director for liability to any person for any action taken, or any failure to take any action, as a director, except liability for:
(A) Receipt of a financial benefit to which the director is not entitled;
(B) An intentional infliction of harm;
(C) A violation of § 48-58-302 (unlawful distribution); or
(D) An intentional violation of criminal law; and
(2) For purposes of this subsection (c):
(A) “Liability” means the obligation to pay a judgment, settlement, penalty, fine, including excise tax assessed with respect to an employee benefit plan, as reasonable expenses incurred with respect to a proceeding; and
(B) “Proceeding” includes a threatened, pending or completed proceeding.
(d) The liability of a director of a nonprofit corporation that is not a public benefit corporation may be eliminated or limited by a provision of the bylaws that a director shall not be liable to the corporation or its members for money damages for any action taken, or any failure to take any action, as a director, except liability for:
(1) The amount of a financial benefit received by the director to which the director is not entitled;
(2) An intentional infliction of harm;
(3) A violation of § 48-58-302; or
(4) An intentional violation of criminal law.
Acts 1987, ch. 242, § 2.06; 2014, ch. 899, § 20.
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