48-17-202 - Voting entitlement of shares. - Tennessee Statutes

48-17-202. Voting entitlement of shares.

(a)  Except as provided in subsections (b) and (c) or unless the charter provides otherwise, each outstanding share, regardless of class, is entitled to one (1) vote on each matter voted on at a shareholders' meeting. Except as provided in subsection (f), only shares are entitled to vote.

(b)  Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation, and no such shares shall be counted in determining the total number of outstanding shares of the corporation at any given time.

(c)  Subsection (b) does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.

(d)  Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares, and no such shares shall be counted in determining the total number of outstanding shares of the corporation at any given time.

(e)  Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws of such corporation may prescribe or, in the absence of a bylaw provision, as the board of directors of such corporation may determine. The corporation whose shares are being voted may rely on the representations of such officer, agent, or proxy as to the authority unless such authority is questioned.

(f)  A corporation may in its charter confer upon the holders of any bonds, debentures or other debt obligations the power to vote in respect of its corporate affairs and management of the corporation to the extent and in the manner provided in the charter and may confer upon such holders of bonds, debentures or other debt obligations the same right of inspection of its books, accounts and other records, and also any other rights, which the shareholders of the corporation have or may have by reason of chapters 11-27 of this title or of its charter. If and to the extent the charter so provides, such holders shall be deemed to be shareholders, and their bonds, debentures or other debt obligations shall be deemed to be shares of stock, for the purpose of any provision of this title which requires the vote of shareholders as a prerequisite to any corporate action, and the charter may divest the holders of shares of capital stock, in whole or in part, of their right to vote on any corporate matter whatsoever, except as set forth in § 48-20-104.

[Acts 1986, ch. 887, § 7.21; 1994, ch. 776, §§ 24, 25.]