Tennessee corporate bylaws are internal documents that establish a corporation’s governance framework. They explain the intricate details of its strategic decision-making processes, financial management, and internal operations. While you don’t have to file them with the Secretary of State, they’re still important for assigning authority and responsibilities to directors and shareholders.
This collection of documents also lets you set forth procedures for essential activities like issuing stock, hosting meetings, and responding to emergencies. The board of directors or the incorporators create the bylaws and tailor them to meet the corporation’s unique needs. They also include standard provisions to ensure regulatory compliance and operational efficiency.
Legal Requirements
Tennessee requires the creation of corporate bylaws. Here are some legal requirements to keep in mind:
- Annual Meetings – A company typically elects directors via an annual meeting, but they may be elected by written consent instead. [1] The company’s annual meeting may be held at any place specified in its bylaws or, if no such place is specified, at the principal office.
- Corporate Bylaws – The bylaws should comply with the company’s articles of incorporation and relevant state laws. [2]
- Issuance of Stock – The board of directors must first declare that the consideration received or to be received for shares to be issued is adequate before issuing them. [3] The determination of the board as to the adequacy of the stock price or the consideration received therefor is conclusive.
Naming Considerations
- Required Words: “Corporation,” “Incorporated,” “Company,” an abbreviation thereof, or language of like import (choose one).
- Prohibited Words: Language stating or implying you organized the entity for impermissible purposes. Also, language stating or implying that the entity does business for which authorization is necessary (unless authorization is granted), the entity is organized as any fraternal, professional, charitable, religious, service, or veteran’s organization (unless certified in writing), or the entity is an agency of the US or the state of Tennessee (unless certified in writing).
- Name Reservation Period: Four months.
- Renewal Period: Renewable.
- Transferability: Yes.
Emergency Bylaws
The board of directors may create bylaws to adopt in an emergency that constitutes a catastrophic event. With these emergency bylaws, the directors can still conduct the necessary activities, such as designating additional or substitute directors and establishing quorum requirements, to keep the corporation functioning. [4]
The emergency bylaws are only in place during the emergency event itself, and they end thereafter.
