Amendment of Charter

Tenn. Code Ann. tit. 48, ch. 60, pt. 1

in effect

Tenn. Code Ann. § 48-60-101 Authority to amend.

48-60-101. Authority to amend. (a) A corporation may amend its charter at any time to add or change a provision that is required or permitted in the charter or to delete a provision not required in the charter. Whether a provision is required or permitted in the charter is determined as of the effective date of the amendment. (b) Except as provided in § 48-56-202(b), a member of the corporation does not have a vested property right resulting from any provision in the charter or bylaws. Acts 1987, ch. 242, § 10.01.

Tenn. Code Ann. § 48-60-102 Amendment by board of directors.

48-60-102. Amendment by board of directors. (a) Unless the charter provides otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's charter without member approval to: (1) Delete the names and addresses of the initial directors; (2) Delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state; (3) Designate or change the address of the principal office of the corporation and a mailing address if the United States Postal Service does not deliver to the principal office; (4) Change the corporate name by substituting the word “corporation,” “incorporated,” “company,” or the abbreviation “corp.,” “inc.,” “co.,” for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name; (5) Designate the street address and zip code of the corporation's current registered office, the county in which the office is located, and the name of its current registered agent at that office, as required by § 48-68-101(b); (6) Delete the initial principal office, if an annual report is on file with the secretary of state; (7) Make any other change expressly permitted by chapters 51-68 of this title to be made by director action without member action; (8) Restate without change all of the then operative provisions of the charter; or (9) Extend the duration of the corporation, including perpetual duration, if it was incorporated at a time when limited duration was required by law. (b) If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors may adopt one (1) or more amendments to the corporation's charter subject to any approval required pursuant to § 48-60-301. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with § 48-58-203. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider a proposed amendment to the charter and contain or be accompanied by a copy or summary of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted. Acts 1987, ch. 242, § 10.02; 1989, ch. 445, § 8; 1991, ch. 188, § 4; 2014, ch. 899, §§ 55, 56.

Tenn. Code Ann. § 48-60-103 Amendment by board of directors and members.

48-60-103. Amendment by board of directors and members. (a) Unless chapters 51-68 of this title, the charter, bylaws, the members (acting pursuant to subsection (b)), or the board of directors (acting pursuant to subsection (c)) require a greater vote or voting by class, an amendment to a corporation's charter to be adopted must be approved: (1) Except as provided in § 48-60-102, by the members by two thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and (2) In writing by any person or persons whose approval is required by a provision of the charter authorized by § 48-60-301. (b) The members may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis. (c) If the board initiates an amendment to the charter or board approval is required by the charter or bylaws to adopt a charter amendment, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis. (d) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with § 48-57-105. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment. (e) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment. (f) The board must transmit to the members a recommendation that the members approve the amendment, unless the board makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board must transmit to the members the basis for that determination. Acts 1987, ch. 242, § 10.03; 2014, ch. 899, § 57.

Tenn. Code Ann. § 48-60-104 Voting on amendments by members of a class.

48-60-104. Voting on amendments by members of a class. (a) The members of a class are entitled to vote as a class on a proposed amendment to the charter if the amendment would: (1) Affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than the amendment would affect another class; (2) Change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class; (3) Increase or decrease the number of memberships authorized for that class; (4) Increase the number of memberships authorized for another class; (5) Effect an exchange or reclassification, or create the right of exchange, of all or part of the memberships of another class into memberships of the class; (6) Authorize a new class of memberships; or (7) Effect a termination of the memberships of that class. (b) If a class is to be divided into two (2) or more classes as a result of an amendment to the charter, the amendment must be approved by the members of each class that would be created by the amendment. (c) If a class vote is required to approve an amendment to the charter, the amendment must be approved by the members of the class by two thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less. (d) A class of members is entitled to the voting rights granted by this section although the charter and bylaws provide that the class may not vote on the proposed amendment. Acts 1987, ch. 242, § 10.04; 2014, ch. 899, §§ 58, 59.

Tenn. Code Ann. § 48-60-105 Articles of amendment.

48-60-105. Articles of amendment. A corporation amending its charter shall deliver to the secretary of state for filing articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted; (3) If an amendment provides for an exchange, reclassification, or cancellation of memberships, provisions for implementing the amendment if not contained in the amendment itself; (4) The date of each amendment's adoption; (5) If approval of members was not required, a statement to that effect and a statement that the amendment was duly adopted by the incorporators or board of directors; (6) If approval by members was required, a statement that the amendment was duly adopted by the members; and (7) A statement as to whether or not approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to § 48-60-301; and if such approval is required, a statement that the approval was obtained. Acts 1987, ch. 242, § 10.05.

Tenn. Code Ann. § 48-60-106 Restated charter.

48-60-106. Restated charter. (a) A corporation's board of directors may restate its charter at any time with or without approval by members or any other person. (b) The restatement may include one (1) or more amendments to the charter. If the restatement includes an amendment requiring approval by the members or any other person, it shall be adopted as provided in § 48-60-103. (c) If the restatement includes an amendment requiring approval by members, the board must submit the restatement to the members for their approval. (d) If the board of directors submits a restatement for member action, the corporation shall notify each member, whether or not entitled to vote, of the proposed members' meeting in accordance with § 48-57-105. The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the charter. (e) If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the charter. (f) A restatement requiring approval by the members must be approved by the same vote as a charter amendment under § 48-60-103. (g) If the restatement includes an amendment requiring approval pursuant to § 48-60-301, the board must submit the restatement for such approval. (h) A corporation restating its charter shall deliver to the secretary of state the restated charter, setting forth the name of the corporation and the text of the restated charter, together with a certificate setting forth: (1) Whether the restatement contains an amendment to the charter requiring approval by the members or any person other than the board of directors and, if it does not, that the board of directors adopted the restatement; or (2) If the restatement contains an amendment to the charter requiring approval by the members, the information required by § 48-60-105; and (3) If the restatement contains an amendment to the charter requiring approval by a person whose approval is required pursuant to § 48-60-301, a statement that such approval was obtained. (i) If the restatement contains an amendment to the charter, it shall be designated in the heading as an “Amended and Restated Charter.” (j) The restated charter must contain all the requirements of a charter as set out in § 48-52-102(a) unless the corporation is exempt from any of those requirements pursuant to § 48-68-101(b). (k) A duly adopted restated charter supersedes the original charter and all prior amendments thereto. (l) The secretary of state may certify a restated charter as the charter currently in effect, without including the certificate information required by subsection (h). Acts 1987, ch. 242, § 10.06; 1989, ch. 445, § 9; 1991, ch. 188, § 6.

Tenn. Code Ann. § 48-60-107 Amendment of charter pursuant to reorganization.

48-60-107. Amendment of charter pursuant to reorganization. (a) A corporation's charter may be amended without action by the board of directors, members or any other person pursuant to § 48-60-301 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States if the charter after amendment contains only provisions required or permitted by § 48-52-102. (b) The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment approved by the court; (3) The date of the court's order or decree approving the articles of amendment; (4) The title of the reorganization proceeding in which the order or decree was entered; and (5) A statement that the court had jurisdiction of the proceeding under federal statute. (c) This section does not apply after entry of a final decree in the reorganization proceedings, even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. Acts 1987, ch. 242, § 10.07; 2014, ch. 899, § 60.

Tenn. Code Ann. § 48-60-108 Effect of amendment.

48-60-108. Effect of amendment. (a) Except as provided in subsections (b), (c), and (d), an amendment to the charter does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than members of the corporation or persons referred to in the charter. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name. (b) Property held in trust by a corporation or otherwise dedicated to a charitable purpose may not be diverted from its purpose by an amendment of its charter unless the corporation obtains an appropriate order of a court of competent jurisdiction to the extent required by and pursuant to the law of this state on cy pres or otherwise dealing with the nondiversion of charitable assets. (c) Unless a corporation, after notifying the attorney general and reporter, obtains an appropriate order of a court of competent jurisdiction under the law of this state on cy pres or otherwise dealing with the nondiversion of charitable assets, an amendment of its charter may not affect: (1) Any restriction imposed upon property held by the corporation by virtue of any trust under which it holds that property; or (2) The existing rights of persons other than its members. (d) A person who is a member or otherwise affiliated with a public benefit corporation may not receive a direct or indirect financial benefit in connection with an amendment of the charter unless the person is itself a public benefit corporation or an unincorporated entity with a charitable purpose. This subsection (d) does not apply to the receipt of reasonable compensation for services rendered. Acts 1987, ch. 242, § 10.08; 2014, ch. 899, § 61; 2016, ch. 688, § 2.

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