Current as of January 01, 2020 | Updated by FindLaw Staff
Welcome to FindLaw's Cases & Codes, a free source of state and federal court opinions, state laws, and the United States Code. For more information about the legal concepts addressed by these cases and statutes, visit FindLaw's Learn About the Law.
(a) Unless the charter or bylaws provide otherwise, the board of directors may create one (1) or more committees. A committee may consist of one (1) member. All members of committees of the board of directors which exercise powers of the board of directors must be members of the board of directors and serve at the pleasure of the board of directors.
(b) The creation of a committee and appointment of a member or members to it must be approved by the greater of:
(1) A majority of all the directors in office when the action is taken; or
(2) The number of directors required by the charter or bylaws to take action under § 48-18-205.
(c) Sections 48-18-201--48-18-205, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.
(d) To the extent specified by the board of directors or in the charter or bylaws, each committee may exercise the authority of the board of directors under § 48-18-101.
(e) A committee may not, however:
(1) Authorize distributions, except according to a formula or method prescribed by the board of directors;
(2) Fill vacancies on the board of directors or on any of its committees;
(3) Adopt, amend, or repeal bylaws;
(4) Authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or
(5) Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee (or senior executive officer of the corporation) to do so within limits specifically prescribed by the board of directors.
(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in § 48-18-301.
Cite this article: FindLaw.com - Tennessee Code Title 48. Corporations and Associations § 48-18-206 - last updated January 01, 2020 | https://codes.findlaw.com/tn/title-48-corporations-and-associations/tn-code-sect-48-18-206.html
FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature or via Westlaw before relying on it for your legal needs.
Was this helpful?