48-17-105 - Notice of meeting. - Tennessee Statutes

48-17-105. Notice of meeting.

(a)  A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than ten (10) days nor more than two (2) months before the meeting date. Unless chapters 11-27 of this title or the charter requires otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.

(b)  Unless chapters 11-27 of this title or the charter requires otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.

(c)  Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called.

(d)  If not otherwise fixed under § 48-17-103 or § 48-17-107, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the close of business on the day before the first notice is mailed or otherwise dispatched to shareholders.

(e)  Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under § 48-17-107, however, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date.

(f)  A certificate of the secretary or other person giving the notice, or of a transfer agent of the corporation, that the notice required by this section has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

[Acts 1986, ch. 887, § 7.05; 1994, ch. 776, § 21.]