Title 48, Securities, Corporations And Associations

(1) Subject to the limitations of this part and the certificate of incorporation, every corporation incorporated under this part has all the powers, privileges, and immunities of private corporations incorporated under the general laws of this state and, in addition, has the powe…

(a) The first meeting of the corporation shall be called by a notice signed by three (3) or more of the incorporators, stating the time, place, and purpose of the meeting, a copy of which notice shall be mailed, or delivered, to each incorporator at least five (5) days before the…

(a) (1) The business and affairs of the corporation shall be managed and conducted by a board of directors, a president and treasurer, and such other officers and such agents as the corporation by its bylaws shall authorize.(2) The board of directors shall consist of such number,…

(a) Notwithstanding any rule of common law or any provision of any general or special law or any provision in their respective charters, agreements of association, articles of organization, or trust indentures:(1) All domestic corporations organized for the purpose of carrying on…

No stockholder shall be entitled as of right to purchase or subscribe for any unissued stock of the corporation, whether now or hereafter authorized, or whether of a class not existing or of a class hereafter created, or to purchase or subscribe for any bonds, certificates of ind…

Any financial institution may request membership in the corporation by making application to the board of directors on such form and in such manner as the board of directors may require, and membership shall become effective upon acceptance of such application by the board.

Membership in the corporation shall be for the duration of the corporation; provided, that upon written notice given to the corporation three (3) years in advance, a member may withdraw from membership in the corporation at the expiration date of such notice. A member shall not b…

(a) The stockholders and members of the corporation have the following powers of the corporation, to:(1) Determine the number of the elected directors as provided in § 48-101-107;(2) Make, amend, and repeal bylaws;(3) Amend the charter as provided in § 48-101-119; and(4) Exercise…

(1) Each member of the corporation shall make loans to the corporation as and when called upon by it to do so on such terms and other conditions as shall be approved from time to time by the board of directors, subject to the following conditions:(1) All loan limits shall be esta…

Notwithstanding any other law, general or special, the notes or other interest-bearing obligations of such corporation, issued in accordance with and by virtue of this part and the bylaws of such corporation, shall be legal investments for the banking, insurance, and surety organ…

At no time shall the total obligations of such corporation exceed ten (10) times the amount of its paid-in capital and surplus, not including therein the earned surplus.

The corporation shall set apart as an earned surplus all of its net earnings in each and every year until such earned surplus shall equal the total of the paid-in capital and paid-in surplus then outstanding. The earned surplus shall be held in a depository, invested in United St…

(a) The corporation shall not deposit any of its funds in any banking institution, unless such institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any director who is an …

The corporation shall be subject to the supervision of and be examined by the commissioner of commerce and insurance and shall make such report of its condition and furnish such other information from time to time as the commissioner shall require.

The charter may be amended by the votes of the stockholders and members of the corporation, voting separately by classes, and such amendments shall require approval by the affirmative vote of two thirds (⅔) of the votes to which the stockholders shall be entitled and two thirds (…

Under no circumstances is the credit of the state pledged herein.

This part may be known and cited as the “Massachusetts Trust Act of 1961.”

(a) A Massachusetts trust is an unincorporated business association created at common law by an instrument under which property is held and managed by trustees for the benefit and profit of such persons as may be or may become the holders of transferable certificates evidencing b…

A Massachusetts trust is permitted as a recognized form of association for the conduct of business within the state of Tennessee.

Any Massachusetts trust desiring to do business in this state shall file with the secretary of state a verified copy of the trust instrument creating such trust and any amendment thereto, the assumed business name, if any, and the names and addresses of its trustees; it shall als…

Any person dealing with such Massachusetts trust shall be bound by the terms and conditions of the trust instrument and any amendments thereto so filed.

Any Massachusetts trust created under this part or entering this state pursuant thereto shall pay such taxes and fees as are imposed by the laws, ordinances, and resolutions of the state of Tennessee, and any counties and municipalities thereof, on domestic and foreign corporatio…

Any Massachusetts trust shall be subject to such applicable provisions of law, now or hereafter enacted, with respect to domestic and foreign corporations, respectively, as relate to the issuance of securities, filing of required statements or reports, service of process, general…

(1) As used in this part, unless the context otherwise requires:(1) “Bonds” means bonds, notes, interim certificates, or other obligations of a corporation issued pursuant to this part;(2) “Clinic,” except in the context of a hospital-based facility, means a not for profit, out-p…

(a) It is hereby determined and declared that for the benefit of the people of the state of Tennessee, the increase of their commerce, welfare and prosperity and the improvement and maintenance of their health and living conditions, it is essential that the people of this state h…

(a) Whenever any number of natural persons, not less than three (3), each of whom shall be a duly qualified elector of and taxpayer in the municipality, shall file with the governing body thereof an application in writing seeking permission to apply for the incorporation of a hea…

(a) The certificate of incorporation shall set forth:(1) The names and residences of the applicants, together with a recital that each of them is an elector of and taxpayer in the municipality;(2) The name of the corporation which shall be The Health, Educational and Housing Faci…

When executed and acknowledged in conformity with § 48-101-304, the certificate of incorporation shall be filed with the secretary of state. The secretary of state shall thereupon examine the certificate of incorporation and, if the secretary of state finds that the recitals cont…

(a) The certificate of incorporation may at any time and from time to time be amended so as to make any changes therein and add any provisions thereto which might have been included in the certificate of incorporation in the first instance. Any such amendment shall be effected in…

(a) The corporation shall have a board of directors in which all powers of the corporation shall be vested and which shall consist of any number of directors, not less than seven (7), all of whom shall be duly qualified electors of and taxpayers in the municipality. (b) The direc…

(a) The corporation has the following powers, together with all powers incidental thereto or necessary for the performance of those hereinafter stated, to:(1) Have succession by its corporate name for the period specified in the certificate of incorporation, unless sooner dissolv…

Any lease, sale contract or loan agreement with respect to a project entered into pursuant to this part shall be for a term not shorter than the longest maturity of any bonds issued to finance such project, and shall provide for revenues adequate to pay principal of and interest …

(a) (1) Except as herein otherwise expressly provided, all bonds issued by the corporation shall be payable solely out of revenues and receipts derived from the corporation's projects or of any thereof as may be designated in the proceedings of the board of directors under which …

(a) The principal of and interest on any bonds issued by the corporation shall be secured by a pledge of the revenues and receipts out of which the same shall be made payable, and may be secured by a mortgage or deed of trust covering all or any part of the projects from which th…

(a) The corporation is hereby declared to be performing a public function in behalf of the municipality with respect to which the corporation is organized and to be a public instrumentality of such municipality. Accordingly, the corporation and all properties at any time owned by…

The municipality shall not in any event be liable for the payment of the principal of or interest on any bonds of the corporation, or for the performance of any pledge, mortgage, obligation or agreement of any kind whatsoever, which may be undertaken by the corporation, and none …

The corporation shall be a nonprofit corporation and no part of its net earnings remaining after payment of its expenses shall inure to the benefit of any individual, firm or corporation, except that in the event the board of directors of the corporation shall determine that suff…

(a) Whenever the board of directors of the corporation shall by resolution determine that the purposes for which the corporation was formed have been substantially complied with and all bonds theretofore issued and all obligations theretofore incurred by the corporation have been…

The authorities and powers herein conferred upon corporations created under this part may be exercised by two (2) or more such corporations acting jointly. Two (2) or more municipalities may by acting jointly incorporate a public corporation to effectuate the purposes of this par…

Any municipality may acquire a project site by gift, purchase or lease, and may transfer any project site to a corporation by sale, lease, or gift. Such transfer may be authorized by a resolution of the governing body of the municipality without submission of the question to the …

(a) Neither this part nor anything herein contained shall be construed as a restriction or limitation upon any powers which the corporation might otherwise have under any laws of this state, but shall be construed as cumulative of any such powers. No proceedings, notice or approv…

(1) As used in this part:(1) “Beneficiary designation” means the provision in an instrument designating a beneficiary, other than in a will or an instrument creating a trust, and may also mean the instrument itself, including:(A) An account with a designation for payment on death…

(1) If the holder of property that has a beneficiary designation has been notified of the death of the owner of the property, then the holder of the property shall, within ten (10) business days, use reasonable efforts to provide to each charitable organization listed under the b…

(a) If a charitable organization is a beneficiary of an interest in property created by beneficiary designation, then the charitable organization may present an affidavit to the holder of the property or to another person with information about the property for the purpose of obt…

(a) The holder of the property or a person who in good faith delivers the property or information requested in reliance on information a charitable organization provides under § 48-101-403 and who does not have knowledge that the representations contained in the affidavit are inc…

(a) If the holder of a property refuses to provide the requested property or information within sixty (60) days after receiving a complete affidavit and all required accompanying documentation from a charitable organization in accordance with § 48-101-403, or sixty (60) days ther…