Tennessee Corporate Bylaws

The Tennessee corporate bylaws are passed by the initial board of directors during their first meeting. Here, the corporation’s operations, business procedures, and internal structure are established while remaining flexible or amendable in the future through actions of the board of directors or shareholders.

Last updated December 6th, 2024

The Tennessee corporate bylaws are passed by the initial board of directors during their first meeting. Here, the corporation’s operations, business procedures, and internal structure are established while remaining flexible or amendable in the future through actions of the board of directors or shareholders.

24 Downloads
  1. Home »
  2. Corporate Bylaws »
  3. Tennessee

Are bylaws required in Tennessee?

Yes, the State of Tennessee expects corporations to vote their bylaws in effect during the initial annual meeting.[1]

Tennessee Corporate Laws

  • Corporate Tax: The State of Tennessee sets a 6.5% corporate income tax rate.[2]
  • Board: Corporations must have a board of directors; however, if a corporation has fifty or fewer shareholders, it can “limit the authority of a board of directors.”[3]
    • Number – Bylaws define the number of directors; however, if not, there must always be one director, and “only the shareholders” can increase and fix the number of directors accordingly.[4]
    • Qualifications – The experience, history, status, and eligibility of an individual for directorship are specifically prescribed in the corporation’s “charter or bylaws.”[5]
    • Terms – Standard terms for directors are from the annual meeting of their election to the next annual meeting, specifically “until a successor is elected and qualified.” [6]
    • Staggered Terms – Whenever corporations intend to avoid a full turnover of the board, they stagger director terms by dividing them into two (2) or three (3) groups, so the terms are “two (2) years or three (3) years,” respectively. [7]
  • Officers: The board of directors (under the guidance of the bylaws) appoints corporate officers who, in turn, appoint additional officers or assistant officers accordingly. [8]
    • Fiduciary Duty – Officers carrying ”discretionary authority” within and for a corporation do so in good faith that is accompanied by the expectation they are prioritizing the corporation’s health. [9]
  • Meetings: Any two directors, the president, or the board hold the right to call “special meetings of the board of directors;” however, the bylaws can place such restrictions on regular meetings or add additional requirements on special meetings.[10]
  • Quorum: If the bylaws fix the number of directors, then the “majority of the fixed number” constitutes the quorum; the bylaws can also require a greater number or ratio of directors to make a quorum.[11]
  • Emergency Bylaws: Corporations activate their emergency bylaws so directors can manage the corporation during state-wide or nationwide emergencies; however, they are ”not effective after the emergency ends.”[12]

Sources

  1. TN Code § 48-12-106 (2021)
  2. TN Code § 67-4-2007 (2023)
  3. TN Code § 48-18-101 (2021)
  4. TN Code § 48-18-103 (2023)
  5. TN Code § 48-18-102 (2023)
  6. TN Code § 48-18-105 (2023)
  7. TN Code § 48-18-106 (2023)
  8. TN Code § 48-18-401 (2023)
  9. TN Code § 48-18-403 (2023)
  10. TN Code § 48-18-201 (2023)
  11. TN Code § 48-18-205 (2023)
  12. TN Code § 48-52-107 (2023)