Tennessee Code Title 61. Partnerships § 61-2-609

(a) A partnership agreement may provide for classes or groups of partners, both general and limited, having such relative rights, powers and duties as the partnership agreement may provide, and may make provisions for the future creation in the manner provided in the partnership agreement of additional classes or groups of partners having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of partners.

(b) Subject to § 61-2-302, the partnership agreement may grant to all or certain identified partners, both general and limited, or a specified class or group of the partners the right to vote separately or with all or any class or group of the partners, on any matter. Voting by limited partners may be on a per capita, number, financial interest, class, group or any other basis.

(c) A partnership agreement which grants a right to vote may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any partner, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote. If provided in the partnership agreement, the general partners may make a recommendation on any proper proposal and require response within a specified time, but not less than thirty (30) days, and provide that failure to respond within the specified time shall constitute a vote which is consistent with the general partners' recommendation with respect to the proposal. A partnership agreement may provide for the taking of an action, including the amendment of the partnership agreement, without the vote or approval of any particular general or limited partner or class or group of general or limited partners, including the creation under the provisions of the partnership agreement of a class or group of partnership interests that was not previously outstanding.

(d) Any right or power, including voting rights, granted to limited partners as permitted under § 61-2-302 shall be deemed to be permitted by this section.