Removal of Governors

  1. Law
  2. Tennessee Code
  3. Securities, Corporations and Associations
  4. Governor Management
  5. Removal of Governors

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  1. The members may remove one (1) or more governors with or without cause at any time unless the articles or operating agreement provide that governors may only be removed for cause.
  2. If a governor is elected by a voting group of members, only the members of that voting group may participate in the vote to remove the governor without cause.
  3. Cumulative voting and removal.  If cumulative voting is authorized, a governor may not be removed if the number of votes sufficient to elect the governor under cumulative voting is voted against the governor's removal. If cumulative voting is not authorized, a governor may be removed only if the number of votes cast to remove the governor exceeds the number of votes cast not to remove the governor.
  4. If the articles or operating agreement so provide, any or all of the governors may be removed for cause by a vote of a majority of the entire board of governors.
  5. Meeting for removal.   A governor may be removed by the members or governors only at a meeting called for the purpose of removing the governor and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of one (1) or more governors.
  6. Removal of governor by judicial proceeding.
    1. A court of record having equity jurisdiction in the county where an LLC's principal executive office (or, if none in this state, its registered office) is located may remove a governor of the LLC from office in a proceeding commenced either by the LLC or by such number of its members as represent at least ten percent (10%) of the outstanding voting power of the members of the LLC if the court finds that:
      1. The governor engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the LLC; and
      2. Removal is in the best interest of the LLC.
    2. The court that removes a governor may bar the governor from reelection for a period prescribed by the court.
    3. If removal is by a court, the secretary or the court on its own motion may call a meeting of the members to elect one (1) or more new governors.


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