Tennessee Code Title 48. Corporations and Associations § 48-24-102

(a) A corporation may be voluntarily dissolved by the written consent of its shareholders in accordance with § 48-17-104.

(b) A corporation's board of directors may propose dissolution for submission to the shareholders.

(c) For a proposal to dissolve to be adopted:

(d) The board of directors may condition its submission of the proposal for dissolution on any basis.

(e) 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 must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the corporation.

(f) Unless the charter or the board of directors (acting pursuant to subsection (d)) requires a greater vote or a vote by voting groups, the proposal to dissolve to be adopted shall be approved by a majority of all the votes entitled to be cast on that proposal.