Tennessee commonly permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an association’s articles of incorporation, charter, or bylaws. The Tennessee Nonprofit Corporation Act governs all non-profits regarding corporate structure and procedure. Most associations in Tennessee are organized as nonprofit corporations. Contact your association’s attorney to see what your community’s options are for virtual meetings based upon your governing documents.
Applicable Statute: Nonprofit Corporation Act
(c) Unless the charter or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Universal Citation: TN Code § 48-58-201 (2018)
(a) Unless the charter provides otherwise, the board of directors or the incorporators of a corporation may adopt bylaws to be effective only in an emergency. The emergency bylaws, which are subject to amendment or repeal by the members, may make all provisions necessary for managing the corporation during the emergency, including:
(1) Procedures for calling a meeting of the board of directors;
(2) Quorum requirements for the meeting; and
(3) Designation of additional or substitute directors.
(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(c) Corporate action taken in good faith in accordance with the emergency bylaws:
(1) Binds the corporation; and
(2) May not be used to impose liability on a corporate director, officer, employee or agent.
Universal Citation: TN Code § 48-52-107 (2018)
(a) In anticipation of or during an emergency, the board of directors of a corporation may:
(1) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and
(2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b) During an emergency, unless emergency bylaws provide otherwise:
(1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and
(2) One (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(c) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation:
(1) Binds the corporation; and
(2) May not be used to impose liability on a corporate director, officer, employee, or agent.
Universal Citation: TN Code § 48-53-103 (2018)
Tennessee Code Annotated, Title 48, Chapter 57, Part 1 is amended by adding the following new section:
48-57-10_. (a) Unless the charter or bylaws provide otherwise, and subject to guidelines and procedures as the corporation may adopt, a corporation may permit one (1) or more members or proxyholders to participate in a regular or a special meeting by, and the corporation may conduct the meeting through the use of, any means of remote communication if: (1) The corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a member entitled to vote or proxyholder of a member entitled to vote; (2) The corporation implements reasonable measures to provide members and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings; and (3) The corporation maintains a record of each vote or other action taken by a member or proxyholder that is taken by means of remote communication. (b) A member or proxyholder who participates in a meeting by the means described in this section, whether the meeting is to be held at a designated place or solely by means of remote communication, is deemed to be present in person at the meeting.