(a)Presumption and Modification. Unless: (1) The articles or the operating agreement provide otherwise;(2) If the LLC is board-managed, a resolution of the board of governors providing otherwise; or(3) If the LLC is member-managed, a written resolution of the members providing otherwise; the chief manager and secretary have the duties specified in this section.(b)Chief Manager. The chief manager shall:(1) See that all orders and resolutions of the board of governors or members are carried into effect;(2) Sign and deliver in the name of the LLC any deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the LLC, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated:(A) By the articles or operating agreement;(B) The board of governors if the LLC is board-managed; or(C) Members if the LLC is member-managed to some other manager or agent of the LLC;(3) Perform other duties prescribed by the board of governors or the members; and(4) In the event the LLC has a vacancy in the office of secretary, any notices, documents or other matters that otherwise are required to go to the cribed by the board of governors or the members; and(4) In the event the LLC has a vacancy in the office of secretary, any notices, documents or other matters that otherwise are required to go to the secretary may be delivered to the chief manager.(c)Secretary. The secretary shall: (1) Keep accurate membership records for the LLC;(2) Maintain records of and, whenever necessary, certify all proceedings of the board of governors, members or committees of the LLC;(3) Receive notices required to be sent to the secretary and to keep a record of such notices in the records of the LLC; and(4) Perform other duties prescribed by the board of governors, the members or by the chief manager.Acts 1994, ch. 868, § 1.
Tennessee Legal Code