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(a) A corporation's board of directors may restate its charter at any time with or without shareholder action.
(b) The restatement may include one (1) or more amendments to the charter. If the restatement includes an amendment requiring shareholder approval, it shall be adopted as provided in § 48-20-103.
(c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 48-17-105. The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the charter.
(d) A corporation restating its charter shall deliver to the secretary of state the restated charter, setting forth the name of the corporation and the text of the restated charter, together with a certificate setting forth:
(1) Whether the restatement contains an amendment to the charter requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or
(2) If the restatement contains an amendment to the charter requiring shareholder approval, the information required by § 48-20-106.
(e) If the restatement contains an amendment to the charter, it shall be designated in the heading as an “Amended and Restated Charter.”
(f) The restated charter must contain all the requirements of a charter as set out in § 48-12-102(a) unless the corporation is exempt from any of those requirements pursuant to § 48-27-101(b).
(g) A duly adopted restated charter supersedes the original charter and all prior amendments thereto.
(h) The secretary of state may certify a restated charter as the charter currently in effect, without including the certificate information required by subsection (d).
Cite this article: FindLaw.com - Tennessee Code Title 48. Corporations and Associations § 48-20-107 - last updated January 01, 2020 | https://codes.findlaw.com/tn/title-48-corporations-and-associations/tn-code-sect-48-20-107/
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