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Tennessee Code Title 48. Corporations and Associations § 48-52-106

Current as of January 02, 2024 | Updated by Findlaw Staff

(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.

(b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the charter.

(c)(1) The bylaws may contain a provision permitting or requiring indemnification of a director for liability to any person for any action taken, or any failure to take any action, as a director, except liability for:

(A) Receipt of a financial benefit to which the director is not entitled;

(B) An intentional infliction of harm;

(C) A violation of § 48-58-302 (unlawful distribution); or

(D) An intentional violation of criminal law; and

(2) For purposes of this subsection (c):

(A) “Liability” means the obligation to pay a judgment, settlement, penalty, fine, including excise tax assessed with respect to an employee benefit plan, as reasonable expenses incurred with respect to a proceeding; and

(B) “Proceeding” includes a threatened, pending or completed proceeding.

(d) The liability of a director of a nonprofit corporation that is not a public benefit corporation may be eliminated or limited by a provision of the bylaws that a director shall not be liable to the corporation or its members for money damages for any action taken, or any failure to take any action, as a director, except liability for:

(1) The amount of a financial benefit received by the director to which the director is not entitled;

(2) An intentional infliction of harm;

(3) A violation of § 48-58-302; or

(4) An intentional violation of criminal law.

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Cite this article: FindLaw.com - Tennessee Code Title 48. Corporations and Associations § 48-52-106 - last updated January 02, 2024 | https://codes.findlaw.com/tn/title-48-corporations-and-associations/tn-code-sect-48-52-106/

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