48-60-102 - Amendment by board of directors. - Tennessee Statutes

48-60-102. Amendment by board of directors.

(a)  Unless the charter provides otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's charter without member approval to:

     (1)  Delete the names and addresses of the initial directors;

     (2)  Delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state;

     (3)  Designate or change the address of the principal office of the corporation;

     (4)  Change the corporate name by substituting the word “corporation,” “incorporated,” “company,” or the abbreviation “corp.,” “inc.,” “co.,” for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name;

     (5)  Designate the street address and zip code of the corporation's current registered office, the county in which the office is located, and the name of its current registered agent at that office, as required by § 48-68-101(b);

     (6)  Delete the initial principal office, if an annual report is on file with the secretary of state; or

     (7)  Make any other change expressly permitted by chapters 51-68 of this title to be made by director action without member action.

(b)  If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors may adopt one (1) or more amendments to the corporation's charter subject to any approval required pursuant to § 48-60-301. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with § 48-58-203. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider a proposed amendment to the charter and contain or be accompanied by a copy or summary of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.

[Acts 1987, ch. 242, § 10.02; 1989, ch. 445, § 8; 1991, ch. 188, § 4.]