§ 48-60-205. Class voting by members on amendments.

TN Code § 48-60-205 (2019) (N/A)
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(a) The members of a class in a corporation are entitled to vote as a class on a proposed amendment to the bylaws 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, reclassification or termination of all or part of the memberships of that class; or

(6) Authorize a new class of memberships.

(b) If a class is to be divided into two (2) or more classes as a result of an amendment to the bylaws, 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 bylaws, the amendment must be approved by the members of the class by two thirds (⅔) 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.