48-226-101 - Voting agreements. - Tennessee Statutes

48-226-101. Voting agreements.

(a)  General Rule.  An agreement between two (2) or more persons who are members or are parties to binding contribution agreements, if in writing and signed by the parties thereto, may provide that, in exercising any voting rights, the interests held by them or to be acquired by them shall be voted as therein provided or as they may agree or as determined in accordance with a procedure agreed upon by them. Such agreement shall be subject to the conditions and limitations set forth in § 48-17-302 with respect to voting agreements between shareholders.

(b)  Limitation on Voting Agreements.  Any assignee of any member's financial rights may not be a party to an agreement under subsection (a), unless that assignee is also a member or person or entity bound by a binding contribution agreement at the time the agreement is entered into. A voting agreement may not relate to the consents referred to in § 48-218-102(b), § 48-232-101, § 48-232-102, § 48-234-101(c) or § 48-245-101(b).

(c)  Automatic Termination.  Unless otherwise provided in the articles, operating agreement or the voting agreement, the voting agreement will not terminate if the LLC is combined into a new LLC pursuant to merger whether by a merger in dissolution or otherwise. Any other termination of the LLC's existence will automatically terminate the voting agreement.

[Acts 1994, ch. 868, § 1.]