Records

Tenn. Code Ann. tit. 48, ch. 66, pt. 1

in effect

Tenn. Code Ann. § 48-66-101 Corporate records.

48-66-101. Corporate records. (a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors in place of the board of directors as authorized by § 48-58-206(d). (b) A corporation shall maintain appropriate accounting records. (c) A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class showing the number of votes each member is entitled to vote. (d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. (e) A corporation shall keep a copy of the following records at its principal office: (1) Its charter or restated charter and all amendments to it currently in effect; (2) Its bylaws or restated bylaws and all amendments to them currently in effect; (3) Resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members; (4) The minutes of all meetings of members and records of all actions approved by the members for the past three (3) years; (5) All written communications to members generally within the past three (3) years, including the financial statements furnished for the past three (3) years under § 48-66-201; (6) A list of the names and business or home addresses of its current directors and officers; and (7) Its most recent annual report delivered to the secretary of state under § 48-66-203. Acts 1987, ch. 242, § 16.01.

Tenn. Code Ann. § 48-66-102 Inspection of records by members.

48-66-102. Inspection of records by members. (a) Subject to § 48-66-103(c), a member is entitled to inspect and copy, during regular business hours and at a reasonable location specified by the corporation, any of the records of the corporation described in § 48-66-101(e) if the member gives the corporation a written demand at least five (5) business days before the date on which the member wishes to inspect and copy. (b) A member is entitled to inspect and copy, during regular business hours and at a reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (c) and gives the corporation written notice at least five (5) business days before the date on which the member wishes to inspect and copy: (1) Excerpts from any records required to be maintained under § 48-66-101(a), to the extent not subject to inspection under subsection (a); (2) Accounting records of the corporation; and (3) Subject to § 48-66-105, the membership list. (c) A member may inspect and copy the records identified in subsection (b) only if: (1) The member's demand is made in good faith and for a proper purpose; (2) The member describes with reasonable particularity the purpose and the records the member desires to inspect; and (3) The records are directly connected with the purpose for which the demand is made. (d) The right of inspection granted by this section may not be abolished or limited by a corporation's charter or bylaws. (e) This section does not affect: (1) The right of a member to inspect records under § 48-57-201 or, if the member is in litigation with the corporation, to the same extent as any other litigant; or (2) The power of a court, independently of chapters 51-68 of this title, to compel the production of corporate records for examination. Acts 1987, ch. 242, § 16.02; 2014, ch. 899, §§ 81, 82.

Tenn. Code Ann. § 48-66-103 Scope of inspection rights.

48-66-103. Scope of inspection rights. (a) A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents. (b) The right to copy records under § 48-66-102 includes, if reasonable, the right to receive copies made by photographic, xerographic or other means. (c) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production, reproduction or transmission of the records. (d) The corporation may comply with a member's demand to inspect the record of members under § 48-66-102(b)(3) by providing the member with a list of its members that was compiled no earlier than the date of the member's demand. (e) Copies may be provided through an electronic transmission if available and requested by the member. Acts 1987, ch. 242, § 16.03; 2014, ch. 899, §§ 83, 84.

Tenn. Code Ann. § 48-66-104 Court-ordered inspection.

48-66-104. Court-ordered inspection. (a) If a corporation does not allow a member who complies with § 48-66-102(a) to inspect and copy any records required by that subsection to be available for inspection, a court of record having equity jurisdiction in the county where the corporation's principal office (or, if none in this state, its registered office) is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the member. (b) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with § 48-66-102(b) and (c) may apply to a court of record having equity jurisdiction in the county where the corporation's principal office (or, if none in this state, its registered office) is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection (b) on an expedited basis. (c) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded. (d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member. Acts 1987, ch. 242, § 16.04.

Tenn. Code Ann. § 48-66-105 Limitations on use of membership list.

48-66-105. Limitations on use of membership list. Without the consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part thereof may not be: (1) Used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation; (2) Used for any commercial purpose; or (3) Given or sold to or purchased by any person. Acts 1987, ch. 242, § 16.05.

Tenn. Code Ann. § 48-66-106 Notice excused as to members whose prior notices were returned as undeliverable — Reinstatement of notice requirement.

48-66-106. Notice excused as to members whose prior notices were returned as undeliverable — Reinstatement of notice requirement. (a) Whenever notice would otherwise be required to be given under any provision of chapters 51-68 of this title to a member, the notice need not be given if notice of two (2) consecutive annual meetings, and all notices of meetings during the period between such two (2) consecutive annual meetings have been returned undeliverable or could not be delivered. (b) If a member delivers to the nonprofit corporation a notice setting forth the member's then-current address, the requirement that notice be given to that member is reinstated. Acts 2014, ch. 899, § 85.

Tenn. Code Ann. § 48-66-107 Prohibited uses of membership lists — Mutual benefit corporation's election to proceed under § 48-57-201.

48-66-107. Prohibited uses of membership lists — Mutual benefit corporation's election to proceed under § 48-57-201. (a) Without the consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part thereof may not be: (1) Used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation; (2) Used for any commercial purpose; or (3) Given or sold to or purchased by any person. (b) Instead of making a membership list available for inspection and copying pursuant to this part, a mutual benefit corporation may elect to proceed under the procedures set forth in § 48-57-201. Acts 2014, ch. 899, § 85.

Tenn. Code Ann. § 48-66-108 Inspection rights of director of corporation.

48-66-108. Inspection rights of director of corporation. (a) A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time but not for any purpose or in any manner that would violate any duty to the corporation. (b) The chancery court of the county where the corporation's principal office (or if none in this state, its registered office) is located may order inspection and copying of the books, records and documents at the corporation's expense, upon application of a director who has been refused such inspection rights, unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of an application under this subsection (b) on an expedited basis. (c) If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director's expenses incurred in connection with the application. Acts 2014, ch. 899, § 86.

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