Crossville, TN asked in Gov & Administrative Law and Real Estate Law for Tennessee

Q: Why does TN Code Section 48-57-102, subdivision (a)(2) regarding demands for a corporate special meeting exclude...

...reference to the bylaws as in subdivision (a)(1)? Aren't requirements for meetings normally in a corporation's bylaws (as opposed to the charter, which I would understand to be the articles of incorporation)? Or, if a corporation's bylaws do address requirements for demanding a special meeting, would they supersede this code? This question relates to the need to have a special meeting of a condominium association's members.

1 Lawyer Answer
James L. Arrasmith
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A: The Tennessee Condominium Act (TCA 66-27) governs condominium associations in the state. Per TCA 66-27-402, the bylaws of the association must provide for meetings of the unit owners/members. The bylaws are supposed to specify things like how meetings are called, notice requirements, quorum, voting rights, etc.

As a condominium association incorporated as a non-profit, the relevant law is the Tennessee Nonprofit Corporation Act, TCA 48-51 through 48-68. TCA 48-57-102 that you referenced falls under this Act.

The key is that TCA 48-57-102(a)(1) allows the corporate charter (articles of incorporation) to specify requirements for members to demand a special meeting that differ from the statutory default of 10% in (a)(2).

However, 48-57-102(c) states that the bylaws can't supersede this section. So the bylaws can't override either the 10% statutory default or a different threshold set in the charter. The bylaws can only address things not already covered in that statute section, like notice and quorum requirements.

So in summary - for a condominium association, look first to the articles of incorporation to see if they set a member threshold for demanding a special meeting. If not, then the 10% in 48-57-102(a)(2) applies by default. The bylaws cannot override this, but may contain additional provisions not inconsistent with it.

Consulting with an attorney to review the association's governing documents is advisable to determine the exact requirements in your case. But hopefully this explains the interaction between the bylaws, articles of incorporation, and state statute on this issue.

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