Member Actions Without a Meeting

Tenn. Code Ann. tit. 48, ch. 223

in effect

Tenn. Code Ann. § 48-223-101 Actions without a meeting.

48-223-101. Actions without a meeting. (a) General. Unless the articles provide otherwise, any action required or permitted to be taken at a meeting of the members may be taken without a meeting by action on written consent as provided in § 48-223-102 or on recommendation of the board of governors or chief manager as provided in § 48-223-103. Any action taken pursuant to § 48-223-102 or § 48-223-103 has the effect of a meeting and vote and may be described as such in any document. Any requirement in chapters 201-248 of this title for action at a meeting will be satisfied by an action taken in accordance with § 48-223-102 or § 48-223-103. (b) Notice to Members. If chapters 201-248 of this title, the articles or operating agreement require that notice of proposed action be given to members and the action is to be taken by members pursuant to § 48-223-102 or § 48-223-103, then the LLC must give its members who would not be entitled to vote on such matter a written notice of the proposed action at least ten (10) days before action is taken on written consent or at the same time notice is given to the members entitled to vote under § 48-223-103. The notice must contain or be accompanied by the same material that would have been required to be sent to members in a notice of meeting at which the proposed action would have been submitted to the members for action. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 34.

Tenn. Code Ann. § 48-223-102 Action on written consent.

48-223-102. Action on written consent. (a) Procedure. To take action on written consent: (1) A written waiver of acting at a meeting must be signed by all members, or such smaller number or percentage interest as provided for in the articles or operating agreement (but not less than a majority in voting power); and (2) A written consent must be signed by members who own membership interests with voting power equal to the voting power that would be required to take the same action at a meeting of the members at which all members are present. (b) Execution. The action must be evidenced by one (1) or more instruments evidencing the waiver and consent, which shall be delivered to the secretary for inclusion in the records of the LLC. All such instruments may be signed in counterparts. (c) Record Date. If not otherwise determined under § 48-224-104, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a). (d) Effective Time. Unless otherwise provided in the articles or the operating agreement, the action on written consent is effective when the last required member signs the waiver and written consent, unless a different effective time is provided in the instrument evidencing the written consent itself. Acts 1994, ch. 868, § 1.

Tenn. Code Ann. § 48-223-103 Action on recommendation of the board of governors or chief manager.

48-223-103. Action on recommendation of the board of governors or chief manager. (a) Except with respect to dissolution avoidance consent, the board of governors, for a board-governed LLC, or the chief manager, for a member-managed LLC, may, acting on such board's or person's own initiative, make a proposal to the members to take an action without a meeting. All members entitled to vote shall be given written notice of such proposal. Such notice shall require a written response within a specified time but not less than thirty (30) days from the effective date of the notice and shall contain the recommendation of the board of governors or the chief manager. The failure of a member to respond within the time specified in the notice shall constitute a vote in favor of the recommendation of the board of governors or chief manager, as the case may be. The notice shall contain a statement concerning the voting effect of the failure of a member to timely respond to the proposal. Except as provided in subsection (b), if the voting power of the members responding in favor of the recommendation as to the proposal, combined with the voting power of the members failing to respond, is equal to the voting power that would be required to take the same action at a meeting of the members at which all members are present, then such proposal shall become the action of the members of the LLC effective as of the expiration of the notice period. (b) Notwithstanding subsection (a), if members with twenty percent (20%) of the aggregate voting power of the LLC or the class, series, or group of the members entitled to vote on the specific matter notify the secretary in writing within fifteen (15) days of the giving of the notice that a meeting should be called to consider one (1) or more of the matters on which the board of governors or chief manager has made recommendation, the vote may not be taken as provided in this section, but a meeting of the members shall be called to consider and to take action on such matter. Acts 1994, ch. 868, § 1.

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