Corporate Bylaws - Tennessee

BYLAWS OF [____________________], a Tennessee corporation

A for-profit corporation organized under the Tennessee Business Corporation Act, Tenn. Code Ann. § 48-11-101 et seq. (the "Act").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Registered Agent
2. Article II — Shareholders
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification and Advancement of Expenses
8. Article VIII — Distributions and Dividends
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of Bylaws
12. Article XII — Emergency Bylaws
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND REGISTERED AGENT

Section 1.1 Principal Office. The principal office of the corporation shall be located at [____________________], or at such other place as the Board of Directors (the "Board") may from time to time determine. The corporation may also have offices at such other places, within or without the State of Tennessee, as the Board may designate or the business of the corporation may require.

Section 1.2 Registered Agent and Registered Office. The corporation shall continuously maintain a registered office and registered agent in Tennessee as required by Tenn. Code Ann. § 48-15-101. The registered agent is [____________________], whose registered office address is [____________________]. The Board may change the registered office or registered agent from time to time by filing the appropriate statement of change with the Tennessee Secretary of State under Tenn. Code Ann. § 48-15-102.

ARTICLE II — SHAREHOLDERS

Section 2.1 Annual Meeting. Pursuant to Tenn. Code Ann. § 48-17-101, the corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with these Bylaws, for the election of directors and the transaction of such other business as may properly come before the meeting. The annual meeting shall be held on [____________________], or on such other date and at such time as the Board may fix. The failure to hold an annual meeting at the designated time does not affect the validity of any corporate action.

Section 2.2 Special Meetings. Pursuant to Tenn. Code Ann. § 48-17-102, special meetings of shareholders may be called by the Board, by the person(s) authorized to do so by the Charter or these Bylaws, or, in the case of a corporation that is not a public corporation (or a public corporation that so elects in its Charter), upon the signed, dated, written demand of the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the meeting, describing the purpose for which the meeting is to be held. Only business within the purpose(s) described in the meeting notice may be conducted at a special meeting.

Section 2.3 Place of Meetings; Remote Participation. Meetings of shareholders may be held in or out of the State of Tennessee at the place stated in or fixed in accordance with these Bylaws. If no place is stated or fixed, meetings shall be held at the corporation's principal office. If authorized by the Board and subject to such guidelines and procedures as the Board may adopt, shareholders and proxy holders not physically present may participate in, be deemed present at, and vote at a meeting by means of remote communication, as permitted by Tenn. Code Ann. § 48-17-101, provided the corporation implements reasonable measures to verify each participant and to afford a reasonable opportunity to participate and vote.

Section 2.4 Notice of Meetings. Pursuant to Tenn. Code Ann. § 48-17-105, the corporation shall give notice to shareholders entitled to vote of the date, time, and place of each meeting no fewer than ten (10) nor more than two (2) months before the meeting date. Notice of a special meeting must include a description of the purpose(s) for which the meeting is called. Notice of an annual meeting need not state its purpose unless otherwise required by the Act or the Charter.

Section 2.5 Waiver of Notice. A shareholder may waive any notice required by the Act, the Charter, or these Bylaws by a signed written waiver delivered to the corporation for inclusion in the minutes or filing with the corporate records, whether before or after the date and time stated in the notice, as provided in Tenn. Code Ann. § 48-17-106. A shareholder's attendance at a meeting waives objection to lack of, or defective, notice unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business, and waives objection to consideration of a particular matter not within the purpose stated in the notice unless the shareholder objects when the matter is presented.

Section 2.6 Record Date. The Board may fix in advance a record date for determining shareholders entitled to notice of and to vote at a meeting, to take action by written consent, to receive a distribution, or for any other purpose, in accordance with Tenn. Code Ann. § 48-17-107. A record date may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders.

Section 2.7 Shareholders' List. After fixing a record date for a meeting, the corporation shall prepare an alphabetical list of shareholders entitled to notice of the meeting, available for inspection as provided in Tenn. Code Ann. § 48-17-201.

Section 2.8 Quorum. Pursuant to Tenn. Code Ann. § 48-17-205, shares entitled to vote as a separate voting group may take action on a matter only if a quorum of those shares exists. Unless the Act or the Charter provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment, unless a new record date is set.

Section 2.9 Voting. Except as otherwise provided by the Act or the Charter, each outstanding share is entitled to one (1) vote on each matter voted on at a shareholders' meeting (Tenn. Code Ann. § 48-17-202). If a quorum exists, action on a matter (other than the election of directors) is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless the Act or the Charter requires a greater number, as provided in Tenn. Code Ann. § 48-17-205. Directors are elected by a plurality of the votes cast unless otherwise provided in the Charter, as provided in Tenn. Code Ann. § 48-17-208.

Section 2.10 Proxies. A shareholder or the shareholder's agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an authorized electronic transmission, in accordance with Tenn. Code Ann. § 48-17-203. An appointment is effective when received by the Secretary or other officer or agent authorized to tabulate votes and is valid for eleven (11) months unless a longer period is expressly provided. An appointment is revocable unless it is conspicuously stated to be irrevocable and is coupled with an interest.

Section 2.11 Greater Quorum or Voting Requirements. The Charter may provide for a greater quorum or voting requirement for shareholders than is provided by the Act, subject to Tenn. Code Ann. § 48-17-207.

Section 2.12 Action by Written Consent. Pursuant to Tenn. Code Ann. § 48-17-104, any action required or permitted to be taken at a shareholders' meeting may be taken without a meeting. If all shareholders entitled to vote on the action consent to taking the action without a meeting, the affirmative vote of the number of shares that would be necessary to authorize or take the action at a meeting is the act of the shareholders. The action must be evidenced by one or more written consents describing the action taken, signed by each shareholder entitled to vote on the action, indicating each signing shareholder's vote or abstention, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. The Charter may also permit action by less-than-unanimous written consent of the holders of at least the minimum number of votes that would be required to take the action at a meeting. If the Act or the Charter requires that notice of proposed action be given to nonvoting shareholders, the corporation must give such notice at least ten (10) days before the action is taken.

Section 2.13 Adjournment. Any shareholders' meeting may be adjourned. No notice of the adjourned meeting need be given if the new date, time, and place are announced at the meeting before adjournment, except that notice must be given if a new record date is or must be fixed under Tenn. Code Ann. § 48-17-107.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 General Powers. Pursuant to Tenn. Code Ann. § 48-18-101, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board, subject to any limitation set forth in the Charter or in a shareholders' agreement authorized by the Act.

Section 3.2 Number and Qualifications. Pursuant to Tenn. Code Ann. § 48-18-103, the Board shall consist of one (1) or more individuals, with the number specified as [____] director(s), or fixed from time to time within a variable range of not fewer than [____] nor more than [____] directors as permitted by the Charter or these Bylaws. Under Tenn. Code Ann. § 48-18-102, a director need not be a resident of Tennessee or a shareholder of the corporation unless the Charter or these Bylaws so prescribe.

Section 3.3 Election and Term. Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter, unless their terms are staggered under Tenn. Code Ann. § 48-18-106. Each director holds office until the next annual meeting and until the director's successor is elected and qualifies, subject to earlier resignation, removal, or death, as provided in Tenn. Code Ann. § 48-18-105.

Section 3.4 Resignation. A director may resign at any time by delivering written notice to the Board, its presiding officer, or the corporation, in accordance with Tenn. Code Ann. § 48-18-107. A resignation is effective when the notice is delivered unless it specifies a later effective date.

Section 3.5 Removal. Pursuant to Tenn. Code Ann. § 48-18-108, the shareholders may remove one or more directors with or without cause unless the Charter provides that directors may be removed only for cause. A director may be removed only at a meeting called for that purpose, and the meeting notice must state that the purpose (or one of the purposes) is removal of the director.

Section 3.6 Vacancies. Pursuant to Tenn. Code Ann. § 48-18-110, unless the Charter provides otherwise, a vacancy on the Board (including one resulting from an increase in the number of directors) may be filled by the shareholders, by the Board, or, if the directors remaining in office constitute fewer than a quorum, by the affirmative vote of a majority of all directors remaining in office.

Section 3.7 Regular Meetings. Pursuant to Tenn. Code Ann. § 48-18-201, the Board may hold regular meetings, in or out of the State of Tennessee, at such times and places as it may determine. Regular meetings may be held without notice of the date, time, place, or purpose if these Bylaws so provide.

Section 3.8 Special Meetings. Pursuant to Tenn. Code Ann. § 48-18-201, special meetings of the Board may be called by [the presiding officer of the Board / the President / any two (2) directors]. Special meetings may be held in or out of the State of Tennessee.

Section 3.9 Notice of Special Meetings. Unless the Charter or these Bylaws provide otherwise, special meetings of the Board must be preceded by at least two (2) days' notice of the date, time, and place of the meeting, but the notice need not describe the purpose, in accordance with Tenn. Code Ann. § 48-18-203. Notice may be waived as provided in Tenn. Code Ann. § 48-18-204; a director's attendance at or participation in a meeting waives any required notice unless the director, at the beginning of the meeting or promptly upon arrival, objects to holding the meeting or transacting business and does not thereafter vote for or assent to action taken.

Section 3.10 Quorum and Voting. Pursuant to Tenn. Code Ann. § 48-18-205, unless a greater number is required by the Charter or these Bylaws, a quorum of the Board consists of a majority of the fixed number of directors (or, for a variable-range board, a majority of the number prescribed or in office immediately before the meeting begins). The Charter or these Bylaws may authorize a quorum of no fewer than one-third (1/3) of the fixed or prescribed number of directors. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board unless a greater number is required.

Section 3.11 Telephonic and Electronic Meetings. Pursuant to Tenn. Code Ann. § 48-18-201, unless the Charter or these Bylaws provide otherwise, the Board may permit any director to participate in a meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating by such means is deemed present in person at the meeting.

Section 3.12 Action Without Meeting. Pursuant to Tenn. Code Ann. § 48-18-202, except to the extent that the Charter or these Bylaws require that action be taken at a meeting, any action required or permitted to be taken at a Board meeting may be taken without a meeting if each director signs a consent describing the action and delivers it to the corporation. The action must be evidenced by one or more written consents, signed by each director, indicating each signing director's vote or abstention, and included in the minutes or filed with the corporate records. Action is the act of the Board when consents signed by all the directors are delivered to the corporation, and the consent may specify a different effective time. A director's consent may be withdrawn by a signed revocation delivered to the corporation before delivery of unrevoked consents signed by all the directors.

Section 3.13 Compensation. Pursuant to Tenn. Code Ann. § 48-18-111, the Board may fix the compensation of directors and may provide for reimbursement of reasonable expenses incurred in the performance of their duties.

Section 3.14 Standards of Conduct. Each director shall discharge the director's duties as a director in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the corporation, in accordance with Tenn. Code Ann. § 48-18-301.

ARTICLE IV — COMMITTEES

Section 4.1 Creation of Committees. Pursuant to Tenn. Code Ann. § 48-18-206, unless the Charter or these Bylaws provide otherwise, the Board may create one or more committees and appoint one or more members of the Board to serve on them. The creation of a committee and appointment of members must be approved by the greater of (a) a majority of all directors in office when the action is taken or (b) the number of directors required by the Charter or these Bylaws to take action under Tenn. Code Ann. § 48-18-205.

Section 4.2 Authority of Committees. To the extent specified by the Board, the Charter, or these Bylaws, each committee may exercise the authority of the Board. A committee may not, however: (a) authorize distributions; (b) approve or propose to shareholders action that the Act requires be approved by shareholders; (c) fill vacancies on the Board or any committee; (d) amend the Charter; (e) adopt, amend, or repeal these Bylaws; (f) approve a plan of merger not requiring shareholder approval; (g) authorize or approve reacquisition of shares (except per a formula or method prescribed by the Board); or (h) authorize or approve the issuance or sale of shares (except within limits prescribed by the Board), all as provided in Tenn. Code Ann. § 48-18-206.

Section 4.3 Committee Procedures. The provisions of the Act governing Board meetings, action without meeting, notice and waiver of notice, and quorum and voting requirements apply to committees and their members.

ARTICLE V — OFFICERS

Section 5.1 Officers. Pursuant to Tenn. Code Ann. § 48-18-401, the corporation shall have the officers described in these Bylaws or appointed by the Board in accordance with these Bylaws. The officers shall include a President, a Secretary, and a Treasurer, and may include a Chair of the Board, one or more Vice Presidents, and such other officers and assistant officers as the Board deems necessary. The Board shall delegate to one of the officers responsibility under Tenn. Code Ann. § 48-18-401(c) for preparing minutes of directors' and shareholders' meetings and for authenticating records of the corporation. The same individual may simultaneously hold more than one office.

Section 5.2 Appointment and Term. Officers are appointed by the Board (or by a duly appointed officer to the extent authorized by the Board or these Bylaws). Each officer holds office until a successor is appointed or until the officer's earlier resignation or removal.

Section 5.3 Resignation and Removal. Pursuant to Tenn. Code Ann. § 48-18-403, an officer may resign at any time by delivering notice to the corporation; the resignation is effective when the notice is delivered unless it specifies a later effective date. The Board may remove any officer at any time with or without cause. The appointment of an officer does not itself create contract rights.

Section 5.4 President. The President is the principal executive officer of the corporation (unless the Board designates another officer as principal executive officer) and, subject to the Board's control, supervises and controls the business and affairs of the corporation. The President shall preside at meetings of shareholders and of the Board in the absence of a Chair of the Board, and shall perform such other duties as the Board may assign.

Section 5.5 Secretary. The Secretary shall: (a) prepare and maintain minutes of the meetings of shareholders and the Board and a record of actions taken without a meeting; (b) authenticate records of the corporation; (c) give all notices required by the Act, the Charter, or these Bylaws; (d) maintain the share transfer records and the list of shareholders; and (e) perform such other duties as the Board or the President may assign. The Secretary is the officer to whom responsibility under Tenn. Code Ann. § 48-18-401(c) is delegated unless the Board delegates it to another officer.

Section 5.6 Treasurer. The Treasurer is the principal financial and accounting officer of the corporation and shall: (a) have charge and custody of, and be responsible for, the funds and securities of the corporation; (b) keep accurate books and records of account; (c) deposit corporate funds in depositories selected by the Board; and (d) perform such other duties as the Board or the President may assign.

Section 5.7 Duties and Standards of Conduct. Each officer has the authority and shall perform the duties set forth in these Bylaws or prescribed by the Board or by another officer authorized by the Board, consistent with Tenn. Code Ann. § 48-18-402. Each officer with discretionary authority shall discharge the officer's duties under the standards of conduct in Tenn. Code Ann. § 48-18-403.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Issuance of Shares. The Board may authorize the issuance of shares for consideration consisting of any tangible or intangible property or benefit to the corporation, as permitted by Tenn. Code Ann. § 48-16-201. Shares may be certificated or uncertificated as determined by the Board.

Section 6.2 Share Certificates. If shares are certificated, each certificate shall state on its face the name of the corporation and that it is organized under the laws of Tennessee, the name of the person to whom issued, and the number and class (and series, if any) of shares the certificate represents, in accordance with Tenn. Code Ann. § 48-16-206. Each certificate shall be signed (manually or in facsimile) by two officers designated in these Bylaws or by the Board and may bear the corporate seal.

Section 6.3 Uncertificated Shares. The Board may authorize the issuance of some or all shares without certificates. Within a reasonable time after issuance or transfer of uncertificated shares, the corporation shall send the shareholder a written statement of the information that would otherwise be required on a certificate, in accordance with Tenn. Code Ann. § 48-16-207.

Section 6.4 Transfer of Shares. Transfers of shares shall be made on the books of the corporation only by the record holder or by a duly authorized attorney-in-fact, upon surrender of any certificate (if certificated) properly endorsed for transfer, and subject to any transfer restrictions noted on the certificate or in the corporate records.

Section 6.5 Transfer Restrictions. The corporation may impose restrictions on the transfer or registration of transfer of shares as authorized by Tenn. Code Ann. § 48-16-227. A restriction is valid and enforceable against the holder or a transferee if it is authorized by that section and its existence is noted conspicuously on the certificate or contained in the information statement for uncertificated shares.

Section 6.6 Lost, Destroyed, or Stolen Certificates. The Board may direct the issuance of a new certificate (or uncertificated shares) in place of any certificate alleged to have been lost, destroyed, or wrongfully taken, upon receipt of an affidavit of that fact and, if the Board requires, a bond sufficient to indemnify the corporation against any claim that may be made on account of the alleged loss.

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1 Authority to Indemnify Directors. Except as provided in Tenn. Code Ann. § 48-18-502(d), the corporation shall indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (a) the individual's conduct was in good faith; and (b) the individual reasonably believed (i) in the case of conduct in the individual's official capacity with the corporation, that the conduct was in its best interest, and (ii) in all other cases, that the conduct was at least not opposed to its best interests; and (c) in the case of any criminal proceeding, the individual had no reasonable cause to believe the conduct was unlawful. A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan satisfies the requirement of clause (b)(ii). The termination of a proceeding by judgment, order, settlement, conviction, or plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct.

Section 7.2 Limitations on Indemnification. As required by Tenn. Code Ann. § 48-18-502(d), the corporation may not indemnify a director: (a) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (b) in connection with any other proceeding charging improper personal benefit to the director, in which the director was adjudged liable on the basis that personal benefit was improperly received. Indemnification permitted in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred.

Section 7.3 Mandatory Indemnification. Pursuant to Tenn. Code Ann. § 48-18-503, unless limited by the Charter, the corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director, against reasonable expenses incurred by the director in connection with the proceeding.

Section 7.4 Advance for Expenses. Pursuant to Tenn. Code Ann. § 48-18-504, the corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: (a) the director furnishes the corporation a written affirmation of the director's good-faith belief that the director has met the standard of conduct described in Tenn. Code Ann. § 48-18-502; (b) the director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director is not entitled to indemnification; and (c) a determination is made that the facts then known to those making the determination would not preclude indemnification under this part. The undertaking must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.

Section 7.5 Determination and Authorization. A determination that indemnification of a director is permissible, and any authorization of indemnification and evaluation of the reasonableness of expenses, shall be made in the manner specified in Tenn. Code Ann. § 48-18-506: (a) by majority vote of a quorum of the Board consisting of directors not at the time parties to the proceeding; (b) if such a quorum cannot be obtained, by majority vote of a committee of two or more directors not parties to the proceeding; (c) by special legal counsel; or (d) by the shareholders, excluding shares owned by or voted under the control of directors who are parties to the proceeding.

Section 7.6 Indemnification of Officers, Employees, and Agents. Pursuant to Tenn. Code Ann. § 48-18-507, unless the Charter provides otherwise, an officer of the corporation who is not a director is entitled to mandatory indemnification under Tenn. Code Ann. § 48-18-503 and to apply for court-ordered indemnification under Tenn. Code Ann. § 48-18-505 to the same extent as a director; the corporation may indemnify and advance expenses to an officer, employee, or agent who is not a director to the same extent as to a director; and the corporation may also indemnify and advance expenses to such an officer, employee, or agent to the extent, consistent with public policy, provided by the Charter, these Bylaws, general or specific action of the Board, or contract.

Section 7.7 Insurance. Pursuant to Tenn. Code Ann. § 48-18-508, the corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation against liability asserted against or incurred by the individual in that capacity, whether or not the corporation would have power to indemnify the individual against the same liability under the Act.

Section 7.8 Non-Exclusivity; Continuation. Pursuant to Tenn. Code Ann. § 48-18-509, the indemnification and advancement of expenses provided by this Article are in addition to and not exclusive of any other rights to which a person may be entitled, except as a Charter provision may limit. Such rights continue as to a person who has ceased to serve in the capacity that gave rise to the right and inure to the benefit of the person's heirs, executors, and administrators, consistent with the Act.

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1 Authorization. The Board may authorize, and the corporation may make, distributions to its shareholders (including dividends) at such times and in such amounts as the Board determines, subject to any restriction in the Charter and to the limitations of Tenn. Code Ann. § 48-16-401.

Section 8.2 Limitations. No distribution may be made if, after giving it effect: (a) the corporation would not be able to pay its debts as they become due in the usual course of business; or (b) the corporation's total assets would be less than the sum of its total liabilities plus (unless the Charter permits otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution, all as provided in Tenn. Code Ann. § 48-16-401.

Section 8.3 Record Date for Distributions. The Board may fix a record date for determining shareholders entitled to a distribution in accordance with Tenn. Code Ann. § 48-17-107. If no record date is fixed, the record date is the date the Board authorizes the distribution.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Corporate Records. Pursuant to Tenn. Code Ann. § 48-26-101, the corporation shall keep as permanent records minutes of all meetings of its shareholders and Board, a record of all actions taken by the shareholders or Board without a meeting, and a record of all actions taken by a committee of the Board exercising the authority of the Board. The corporation shall maintain appropriate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares.

Section 9.2 Records to Be Kept Available. The corporation shall keep a copy of the records described in Tenn. Code Ann. § 48-26-101(e) (including the Charter, these Bylaws, certain resolutions, minutes of shareholder meetings and records of action for the past three years, written communications to shareholders, a list of current directors and officers, and the most recent annual report) at its principal office.

Section 9.3 Shareholder Inspection Rights. A shareholder is entitled to inspect and copy corporate records in accordance with, and subject to the conditions and procedures of, Tenn. Code Ann. §§ 48-26-102 and 48-26-103, including, for certain records, the requirement of a written demand made in good faith and for a proper purpose, describing with reasonable particularity the purpose and the records desired, where the records are directly connected with the stated purpose.

Section 9.4 Financial Statements. Upon written request, the corporation shall furnish a requesting shareholder its most recent annual financial statements as required by Tenn. Code Ann. § 48-26-201.

Section 9.5 Annual Report. The corporation shall deliver to the Tennessee Secretary of State the annual report required by Tenn. Code Ann. § 48-26-203, and shall maintain a copy with its corporate records.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. The corporation may, but need not, have a corporate seal in such form as the Board may determine, as authorized by Tenn. Code Ann. § 48-13-102. The use or nonuse of a corporate seal does not affect the validity of any instrument.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Form of Records. The corporation may maintain its records in any form (including electronic form) capable of conversion into written form within a reasonable time, consistent with Tenn. Code Ann. § 48-26-101.

Section 10.4 Conflict with Charter or Act. In the event of any conflict between these Bylaws and the Charter or the Act, the Charter or the Act, as applicable, shall control.

Section 10.5 Severability. If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF BYLAWS

Section 11.1 Amendment by Board. Pursuant to Tenn. Code Ann. § 48-20-201, the Board may amend or repeal these Bylaws unless (a) the Charter or the Act reserves that power exclusively to the shareholders in whole or in part, or (b) the shareholders, in amending, repealing, or adopting a particular bylaw, expressly provide that the Board may not amend, repeal, or readopt that bylaw.

Section 11.2 Amendment by Shareholders. Pursuant to Tenn. Code Ann. § 48-20-202, the shareholders may amend or repeal these Bylaws even though the Bylaws may also be amended or repealed by the Board.

Section 11.3 Bylaw Increasing Quorum or Voting Requirement. A bylaw that increases a quorum or voting requirement for shareholders or for the Board may be adopted, amended, or repealed only in the manner provided in Tenn. Code Ann. §§ 48-20-203 and 48-20-204, as applicable.

ARTICLE XII — EMERGENCY BYLAWS

Section 12.1 Emergency Powers and Bylaws. Pursuant to Tenn. Code Ann. § 48-13-103, unless the Charter provides otherwise, the Board may adopt bylaws to be effective only in an emergency. An emergency exists if a quorum of the Board cannot readily be assembled because of some catastrophic event. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including procedures for calling a Board meeting, quorum requirements, and the designation of additional or substitute directors.

Section 12.2 Notice and Quorum During Emergency. During an emergency, notice of a Board meeting need be given only to those directors whom it is practicable to reach and may be given by any practicable means. One or more officers of the corporation present at a Board meeting may be deemed directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum, consistent with Tenn. Code Ann. § 48-13-103.

Section 12.3 Effect; Liability. All provisions of these regular Bylaws consistent with the emergency bylaws remain effective during the emergency, and the emergency bylaws are not effective after the emergency ends. Corporate action taken in good faith in accordance with the emergency bylaws or emergency powers binds the corporation and may not be used to impose liability on a corporate director, officer, employee, or agent.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], a Tennessee corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the corporation by [the incorporator(s) / the Board of Directors] pursuant to Tenn. Code Ann. §§ 48-12-105 and 48-12-106 on [__/__/____], and that such Bylaws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• Tennessee Business Corporation Act, Tenn. Code Ann. § 48-11-101 et seq. (Title 48, Chapters 11 through 27); note the Act uses "charter" to mean the articles of incorporation
• Tenn. Code Ann. §§ 48-12-105 to 48-12-106 (organization of corporation; bylaws)
• Tenn. Code Ann. §§ 48-13-102 to 48-13-103 (corporate seal; emergency powers and bylaws); §§ 48-15-101 to 48-15-102 (registered office and agent; change)
• Tenn. Code Ann. §§ 48-16-201 to 48-16-270 (issuance of shares; certificates; uncertificated shares; transfer restrictions); § 48-16-401 (distributions)
• Tenn. Code Ann. §§ 48-17-101 to 48-17-110 (annual and special meetings; remote participation; notice; waiver; record date; action without meeting)
• Tenn. Code Ann. §§ 48-17-201 to 48-17-209 (shareholders' list; voting entitlement; proxies; quorum and voting; greater requirements; voting for directors)
• Tenn. Code Ann. §§ 48-18-101 to 48-18-111 (board: powers; qualifications; number; staggered terms; resignation; removal; vacancies; compensation)
• Tenn. Code Ann. §§ 48-18-201 to 48-18-206 (board meetings; action without meeting; notice; waiver; quorum and voting; committees)
• Tenn. Code Ann. §§ 48-18-301 to 48-18-304 (general standards of conduct for directors; conflicting interest transactions)
• Tenn. Code Ann. §§ 48-18-401 to 48-18-403 (officers; required officers and § 48-18-401(c) delegation; duties; standards of conduct; resignation and removal)
• Tenn. Code Ann. §§ 48-18-501 to 48-18-509 (indemnification): § 48-18-502 (authority to indemnify; standard of conduct); § 48-18-503 (mandatory); § 48-18-504 (advance for expenses; written affirmation and undertaking); § 48-18-505 (court-ordered); § 48-18-506 (determination and authorization); § 48-18-507 (officers, employees, and agents); § 48-18-508 (insurance); § 48-18-509 (exclusivity; charter limitation; witness expenses)
• Tenn. Code Ann. §§ 48-20-201 to 48-20-204 (amendment of bylaws by board and shareholders; bylaws increasing quorum/voting requirements)
• Tenn. Code Ann. §§ 48-26-101 to 48-26-203 (corporate records; inspection rights; financial statements; annual report)