48-60-106 - Restated charter. - Tennessee Statutes

48-60-106. Restated charter.

(a)  A corporation's board of directors may restate its charter at any time with or without approval by members or any other person.

(b)  The restatement may include one (1) or more amendments to the charter. If the restatement includes an amendment requiring approval by the members or any other person, it shall be adopted as provided in § 48-60-103.

(c)  If the restatement includes an amendment requiring approval by members, the board must submit the restatement to the members for their approval.

(d)  If the board of directors submits a restatement for member action, the corporation shall notify each member, whether or not entitled to vote, of the proposed members' meeting in accordance with § 48-57-105. The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the charter.

(e)  If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the charter.

(f)  A restatement requiring approval by the members must be approved by the same vote as a charter amendment under § 48-60-103.

(g)  If the restatement includes an amendment requiring approval pursuant to § 48-60-301, the board must submit the restatement for such approval.

(h)  A corporation restating its charter shall deliver to the secretary of state the restated charter, setting forth the name of the corporation and the text of the restated charter, together with a certificate setting forth:

     (1)  Whether the restatement contains an amendment to the charter requiring approval by the members or any person other than the board of directors and, if it does not, that the board of directors adopted the restatement; or

     (2)  If the restatement contains an amendment to the charter requiring approval by the members, the information required by § 48-60-105; and

     (3)  If the restatement contains an amendment to the charter requiring approval by a person whose approval is required pursuant to § 48-60-301, a statement that such approval was obtained.

(i)  If the restatement contains an amendment to the charter, it shall be designated in the heading as an “Amended and Restated Charter.”

(j)  The restated charter must contain all the requirements of a charter as set out in § 48-52-102(a) unless the corporation is exempt from any of those requirements pursuant to § 48-68-101(b).

(k)  A duly adopted restated charter supersedes the original charter and all prior amendments thereto.

(l)  The secretary of state may certify a restated charter as the charter currently in effect, without including the certificate information required by subsection (h).

[Acts 1987, ch. 242, § 10.06; 1989, ch. 445, § 9; 1991, ch. 188, § 6.]