48-232-102 - Admission of members. - Tennessee Statutes

48-232-102. Admission of members.

(a)  Approval of a New Member.  Except as otherwise provided in the articles or operating agreement after an LLC is formed, all members must approve the admission of a new person or entity as a member, the interest of such member and the contribution of such member. The articles or operating agreement may delegate the authority to approve the identity of a new member, such member's contribution and/or such member's interest to the board of governors. The sole member of an LLC may freely assign governance rights and/or membership interests in the LLC at any time. The articles or operating agreement may provide that the governance rights associated with membership interests or classes of membership interests may be transferred to persons who will become members upon such transfer without requiring consent of the members or governors.

(b)  Minimum Approval of Members.  Except in the case of a single-member LLC or as provided in subdivision (d), if approval of the admission of a new member is by the members, neither the articles nor the operating agreement may reduce the vote of the members required to approve the admission of a new member to less than either a per capita majority of the non-transferring members or a majority of the profits interest of the non-transferring members or a majority of the capital interest of the non-transferring members. With respect to a single-member LLC, the transferring member may approve the admission of one (1) or more new members.

(c)  Minimum Approval of Governors.  If approval of the admission of a new member of a board-managed LLC is by the board of governors, neither the articles nor the operating agreement may reduce the vote of the governors required to approve the admission of a new member to less than a majority in number of the non-transferring governors who are members.

(d)  Consent Is Discretionary.  All consents under this section may be unreasonably withheld and are in the sole discretion of the member or governor.

[Acts 1994, ch. 868, § 1; 1995, ch. 403, § 40; 1999, ch. 346, §§ 4, 5; 1999, ch. 455, § 16.]