Voting

Tenn. Code Ann. tit. 48, ch. 224

in effect

Tenn. Code Ann. § 48-224-101 Members vote.

48-224-101. Members vote. Unless otherwise provided in the articles or operating agreement, each member shall have equal voting power per capita with each other member. Acts 1994, ch. 868, § 1.

Tenn. Code Ann. § 48-224-102 Quorum.

48-224-102. Quorum. Except as otherwise provided in chapters 201-248 of this title, the members holding majority of the voting interest of the membership interests entitled to vote at a meeting are a quorum for the transaction of business, unless a larger proportion is provided in the articles or operating agreement. Once a membership interest is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 35.

Tenn. Code Ann. § 48-224-103 Act of members.

48-224-103. Act of members. (a) Majority Required. Except where chapters 201-248 of this title, the articles or the operating agreement requires a larger proportion, the members shall take action by the affirmative vote of the members holding a majority of the voting power present and entitled to vote on that item of business in a meeting in which a quorum is present. (b) Voting by Class or by Voting Group. The articles or operating agreement may establish classes, series or voting groups and provide the voting interests and the terms and conditions of exercising such voting interests. (c) Quorum Requirement. An amendment to the articles or operating agreement that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater. Acts 1994, ch. 868, § 1.

Tenn. Code Ann. § 48-224-104 Record date and voting list.

48-224-104. Record date and voting list. (a) The articles or operating agreement may fix a date (“record date”) for the determination of the owners of membership interests entitled to notice of and entitled to vote at a meeting, to demand a meeting, to vote or to take any other action. When a date is so fixed, only members on that date are entitled to notice of and permitted to vote at that meeting of members or to take such other action on the subject of this notice. If no date is so fixed, the record date is the close of business the business day before the first notice is sent. (b) The secretary of the LLC shall prepare a list of the names of all members who are entitled to vote at the meeting of the members and show the address of and membership interest or interests held by each member as reflected in the records of the LLC. (c) The list must be available for inspection and copying by any member, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the LLC's principal executive office or at a place identified in the meeting notice in the city where the meeting will be held. The violation of this provision entitles any member seeking to inspect such list to equitable relief under § 48-230-105. Acts 1994, ch. 868, § 1.

Tenn. Code Ann. § 48-224-105 Miscellaneous voting.

48-224-105. Miscellaneous voting. (a) Membership Interests Held by Subsidiary. Membership interests of an LLC reflected in the required records as being owned by a subsidiary of the LLC are not entitled to vote on any matter and are excluded from the calculation of membership interests for all purposes related to voting or the existence of a quorum. (b) Redeemable Interests after Notice of Redemption. Redeemable membership interests are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the interests has been deposited with the bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the membership interests, and no such membership interests shall be counted in determining the total number of outstanding membership interests of the LLC at any given time or within any class, series or voting group. 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