Tennessee Code Title 48. Corporations and Associations § 48-206-102

(a) ADOPTION OF OPERATING AGREEMENT.  Except as otherwise provided in the articles, an operating agreement must initially be agreed to by all members or the organizer or organizers.  Any person becoming a member after an operating agreement has been adopted by the organizers or the members will be deemed to have agreed to the operating agreement.

(b) AMENDMENT OF OPERATING AGREEMENT.  Unless otherwise provided in the articles or the operating agreement, the amendment of the operating agreement shall require the vote of members necessary to amend the articles.

(c) ENFORCEMENT OF OPERATING AGREEMENT.

(1) A court of equity may enforce an operating agreement by injunction or by such other equitable relief as the court in its discretion determines to be fair and appropriate in the circumstances.

(2) As an alternative to injunctive or other equitable relief, when § 48-245-801 is applicable, a court of equity may conduct or continue the dissolution and winding up of the LLC.

(3) Notwithstanding anything to the contrary, any agreement to give dissolution avoidance consent, whether or not contained in the articles, the operating agreement or other agreement entered into before the event of dissolution, is not specifically enforceable.


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