Tennessee § 48-239-113 - Action without a meeting.

§ 48-239-113. Action without a meeting.

Method. Unless the articles or operating agreement provides otherwise, an action required or permitted to be taken at a board of governors meeting may be taken without a meeting. If all governors consent to taking such action without a meeting, the affirmative vote of the number of governors that would be necessary to authorize or take such action at a meeting is the act of the board of governors. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each governor in one (1) or more counterparts, indicating the signing governor's vote or abstention on the action, and shall be included in the minutes or filed with the LLC's records reflecting the action taken. Notwithstanding subdivision (a)(1), the articles or operating agreement may provide for written governor action to be taken without all governors consenting to the waiver of actual meeting, but such consent must be of at least two thirds (2/3) of the governors. Effective Time. The written action is effective when the last required governor signs the action, unless a different effective time is provided in the written action. Notice and Liability. If the articles or operating agreement permits written action and waiver of meetings by less than all governors, all governors must be notified immediately of the action's text and effective date. Failure to provide the notice does not invalidate the written action. A governor who does not sign or consent to the written action has no liability for the action or actions taken by this written action. Consent Equals Meeting. A consent signed under this section has the effect of a meeting vote and may be described as such in any document. Any action requiring a meeting by the board of governors is satisfied by a consent signed under this section. Acts 1994, ch. 868, § 1.