Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Tennessee
At a glance
| Governing law and documents | Tenn. Code Ann. §§ 48-58-201, -203–205; charter/bylaws may vary stated defaults, subject to quorum floor |
|---|---|
| Meeting type, caller, and place | Fixed by bylaws/board = regular; otherwise special; special meeting called by presiding officer, president, or any 2 directors by default; meetings in or out of TN (§ 48-58-201) |
| Regular meeting notice | No notice by default, unless charter, bylaws, or memberless-corporation rule requires it (§ 48-58-203(a), (c)) |
| Special meeting notice | At least 2 days to each director of date, time, place, not purpose, by default; specified memberless-corporation votes need 7 days' written matter-specific notice or waiver (§ 48-58-203(b), (c)) |
| Notice waiver and objection | Signed document filed with minutes/records, before or after meeting; attendance waives unless prompt meeting objection and no later favorable vote or assent (§ 48-58-204) |
| Remote attendance | Board may allow means by which all participants simultaneously hear each other; remote director deemed present, unless charter/bylaws differ (§ 48-58-201(c)) |
| Quorum and minimum | Majority of directors in office immediately before meeting by default; documents cannot go below greater of one-third of directors in office or 2 directors (§ 48-58-205(a)) |
| Director proxy | § 48-58-205 measures quorum and votes by directors present; cited board-meeting provisions state no separate proxy procedure |
| Vote and assent | With quorum when vote taken, majority of directors present, unless higher vote applies; present director deemed assenting absent timely objection or recorded/delivered dissent (§ 48-58-205(b), (c)) |
Requirements one by one
Special notice for corporations without members
The ordinary special-meeting notice in § 48-58-203(b) need not state the meeting's purpose. Subsection (c) changes that for a corporation without members when the board will remove a director or vote on a matter that would need member approval if members existed: each director needs at least seven days' written notice that the matter will be voted on, unless notice is waived under § 48-58-204.
Quorum at the vote
Section 48-58-205(a) measures the default quorum against directors in office immediately before the meeting begins. A charter or bylaw may change the quorum but cannot set it below the greater of one third of directors in office or two directors. A quorum present to organize a meeting permits later adjournment after withdrawals; subsection (b) still requires a quorum when a vote is taken for the ordinary majority-of-directors-present rule.
What trips people up
Attending a meeting ordinarily waives notice, but § 48-58-204(b) preserves an objection made at the outset or promptly on arrival if the director does not later vote for or assent to action. That meeting objection differs from the § 48-58-205(c) routes for recording dissent or abstention from a particular action.
Section 48-58-201(c) treats a director who participates through a method allowing everyone to hear each other simultaneously as present in person. Section 48-58-205 counts presence and votes; the cited board-meeting rules do not specify a separate director-proxy method.
Common questions
Must directors receive notice of a regular meeting?
Ordinarily no, under § 48-58-203(a). The charter, bylaws, or subsection (c)'s memberless-corporation rule may require notice for the proposed action.
Is a new notice always needed after adjournment?
No. Section 48-58-203(d) dispenses with notice if the next time and place were fixed at the meeting and that adjournment does not exceed one month.
Statutes and sources
- Tenn. Code Ann. § 48-58-201 — meeting classification, callers, place, and remote attendance; accessed October 4, 2026.
- Tenn. Code Ann. § 48-58-203 — meeting notice and adjournment; accessed October 4, 2026.
- Tenn. Code Ann. § 48-58-204 — waiver and objection; accessed October 4, 2026.
- Tenn. Code Ann. § 48-58-205 — quorum, vote, and dissent; accessed October 4, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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