Title 48, Securities, Corporations And Associations

(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…

(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 corpo…

(a) A corporation shall prepare annual financial statements, which may be consolidated or combined statements of the corporation and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year and a statement of operations fo…

If a corporation indemnifies or advances expenses to a director under § 48-58-502, § 48-58-503, § 48-58-504 or § 48-58-505 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members …

(a) Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall deliver to the secretary of state an annual report that sets forth:(1) The name of the corporation and the state or country under whose law it is incorporated;(2) The …

Except as provided in § 48-67-102, chapters 51-68 of this title apply to religious corporations.

(a) The following provisions of chapters 51-68 of this title shall not apply to religious corporations unless otherwise provided in their articles or bylaws:(1) Section 48-56-202;(2) Section 48-56-302;(3) Section 48-58-110(d);(4) Section 48-58-303; and(5) Section 48-64-303. (1) S…

(a) Chapters 51-68 of this title apply to all domestic nonprofit corporations in existence on January 1, 1988, that were incorporated under any general statute of this state providing for incorporation of nonprofit corporations. Chapters 51-68 of this title shall, however, not ap…

A foreign corporation authorized to transact business in this state on January 1, 1988, is subject to chapters 51-68 of this title but is not required to obtain a new certificate of authority to transact business under chapters 51-68 of this title.

(a) Except as provided in subsection (b), the repeal of a statute by chapters 51-68 of this title does not affect:(1) The operation of the statute or any action taken under it before its repeal and if any certificate or document is required to be filed in any public office of thi…

(1) On January 1, 1988, each domestic corporation existing on January 1, 1988, that is or becomes subject to chapters 51-68 of this title, shall be designated as a public benefit or a mutual benefit corporation as follows:(1) Any corporation designated by statute as a public bene…

The secretary of state is authorized to prescribe forms and to promulgate regulations in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.

This part shall be known and may be cited as the “Public Benefit Hospital Sales and Conveyance Act of 2006.”

(1) As used in this part, unless the context otherwise requires:(1) “Acquiring entity” means the person who gains ownership or control of a public benefit hospital entity as a result of a public benefit hospital conveyance transaction;(2) “Person” means any individual, partnershi…

(a) Notwithstanding chapters 61 and 64 of this title, any public benefit hospital entity shall be required to provide written notice to the attorney general and reporter, prior to entering into any public benefit hospital conveyance transaction. At the time of providing notice to…

Within forty-five (45) days of receipt of a complete written notice as required by § 48-68-203, the attorney general and reporter shall notify the public benefit hospital entity in writing of the attorney general and reporter's decision to object to the proposed public benefit ho…

(a) Within five (5) days after giving written notice pursuant to § 48-68-203, the public benefit hospital entity shall cause the written notice to be published in one (1) or more newspapers of general circulation that are published in the county of the public benefit hospital ent…

(a) In making a decision whether to object to a proposed public benefit hospital conveyance transaction, the attorney general and reporter shall consider:(1) Whether the public benefit hospital entity will receive full and fair market value for its charitable or social welfare as…

(1) In making a decision whether to object to a public benefit hospital conveyance transaction, the attorney general and reporter shall also determine whether the proposed public benefit hospital conveyance transaction may have a significant effect on the availability or accessib…

The attorney general and reporter may demand that the public benefit hospital entity giving notice under § 48-68-203 provide such information as the attorney general and reporter reasonably deems necessary to complete the review of any proposed public benefit hospital conveyance …

(a) Within the time periods designated in § 48-68-204, the attorney general and reporter may do any of the following to assist in the review of the proposed public benefit hospital conveyance transaction described in this part:(1) Contract with, consult, and receive advice from a…

Unless subject to title 8, chapter 6, part 4, all documents submitted to the attorney general and reporter by any person, including public benefit hospital entities giving notice under § 48-68-203, in connection with the attorney general and reporter's review of the proposed publ…

(a) Any public benefit hospital conveyance transactions entered into in violation of this part shall be null and void, and each member of the governing boards and the chief financial officers of the parties to the public benefit hospital conveyance transaction may be subject to a…

This chapter shall be known and may be cited as the “Electric G&T Cooperative Act.”

(a) The general assembly finds that a need has developed for electric utility systems engaged in the distribution of electric power and energy in this state and adjoining states to have additional sources of electrical energy through traditional sources of generation and through …

(1) As used in this chapter:(1) “Area” or “TVA area” means the area of the Tennessee Valley authority as described in § 15(d)(a) of the Tennessee Valley Authority Act of 1933 (16 U.S.C. § 831n-4);(2) “Board” means a G&T cooperative's board of directors or the necessary number of …

Any corporation hereafter created, organized and operated pursuant to this chapter shall be operated as a nonprofit membership cooperative corporation.

Any existing G&T cooperative shall be deemed to have been created, organized and operating under this chapter without further action by its members or board of directors and shall have all the rights, privileges, duties and obligations provided in this chapter.

(a) A G&T cooperative shall have the following purposes:(1) To supply or furnish at wholesale electric power and energy services to one (1) or more patrons;(2) To own, lease, construct, acquire, operate or otherwise have control, either alone or with others, plants, equipment, fa…

(a) The original bylaws adopted by a board of directors of a G&T cooperative created or operating and subject to this chapter shall continue in effect until at any time thereafter the bylaws are changed by adoption, amendment or repeal by the members by the process as established…

(a) The business and affairs of a G&T cooperative shall be managed under the direction of a board of directors of not less than five (5) directors or such greater number as may be prescribed by the bylaws of the G&T cooperative. All of the powers of a G&T cooperative shall be ves…

(a) Notwithstanding any other provision of this chapter or other laws of this state, the bylaws may provide that a G&T cooperative may elect its directors on an at-large basis or by districts or divisions, or by a combination of some number of directors to be elected at-large and…

The principal officers of the G&T cooperative shall be a chair of the board of directors, a vice chair of the board of directors, a secretary and a treasurer and such other officers as may be determined from time to time by the bylaws or the board of directors; provided, that the…

The board of directors of the G&T cooperative may, but is not required to, appoint a chief executive officer who may have the title of president, and may further appoint one (1) or more vice presidents, one (1) or more assistant secretaries, and one (1) or more assistant treasure…

(a) Only distribution cooperatives, governmental electric systems, energy acquisition corporations, another G&T cooperative and joint action agencies created under the laws of any state shall be eligible to be members of a G&T cooperative. Members must meet such other qualificati…

(a) With respect to the supplying or furnishing of service by a G&T cooperative, there shall be an accounting of the revenues for any fiscal year that are in excess of the amount necessary to:(1) Defray expenses of the G&T cooperative, including the operation and maintenance of i…

(a) Any mortgage, deed of trust or other instrument executed by a G&T cooperative that, by its terms, creates a lien upon real and personal property, then owned or after-acquired, and that is recorded as a mortgage of real property in any county in which the property is located o…

(a) A G&T cooperative that has not commenced business may dissolve voluntarily by delivering to the secretary of state articles of dissolution, executed and acknowledged on behalf of the G&T cooperative by a majority of the incorporators, which shall state:(1) The name of the G&T…

(a) Any corporation organized on a nonprofit or a cooperative basis for one (1) or more of the purposes outlined in § 48-69-106(a) and operating in a state adjacent to this state shall be permitted to transact business in this state without complying with any statute of this stat…

Nothing in this chapter shall be construed to exempt cooperatives and foreign corporations transacting business in this state pursuant to this chapter from ad valorem property taxes. Assessment schedules for such property that is devoted to and used or useful in pursuance of the …

(a) No G&T cooperative shall provide electrical power and energy services to retail customers in the Tennessee Valley authority (TVA) area. (b) No G&T cooperative shall provide telephony, cable television, video programming, internet access or other telecommunications services to…

G&T cooperatives and foreign corporations transacting business in this state pursuant to this chapter shall be deemed to be nonprofit cooperatives and nonutilities and exempt in all respects from the jurisdiction and control of the Tennessee public utility commission.

Chapter 16 of this title shall not apply to any note, bond or other evidence of indebtedness issued by any G&T cooperative or foreign corporation transacting business in this state pursuant to this chapter, to the United States or any agency or instrumentality of the United State…

Notwithstanding any provision of this chapter to the contrary, it is the specific intent of this chapter that all utility districts hereafter created under title 7, chapter 82, or any similar provision, shall be specifically exempt from this chapter.

(a) The following provisions in this title shall not be applicable to G&T cooperatives incorporated under or otherwise subject to this chapter: §§ 48-56-103 and 48-56-204, chapter 56, part 3 of this title, §§ 48-56-501, 48-57-102 — 48-57-105, 48-57-108, 48-57-201, 48-57-203 — 48-…

(a) This chapter shall be construed liberally. The enumeration of any object, purpose, power, manner, method or thing shall not be deemed to exclude like or similar objects, purposes, powers, manner, methods or things. The authority and powers granted pursuant to this chapter may…