(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.(b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the charter.(c)(1) The bylaws may contain a provision permitting or requiring indemnification of a director for liability to any person for any action taken, or any failure to take any action, as a director, except liability for:(A) Receipt of a financial benefit to which the director is not entitled;(B) An intentional infliction of harm;(C) A violation of § 48-58-302 (unlawful distribution); or(D) An intentional violation of criminal law; and(2) For purposes of this subsection (c): (A) 'Liability' means the obligation to pay a judgment, settlement, penalty, fine, including excise tax assessed with respect to an employee benefit plan, as reasonable expenses incurred with respect to a proceeding; and(B) 'Proceeding' includes a threatened, pending or completed proceeding.(d) The liability of a director of a nonprofit corporation that is not a public benefit corporation may be eliminated or limited by a provision includes a threatened, pending or completed proceeding.(d) The liability of a director of a nonprofit corporation that is not a public benefit corporation may be eliminated or limited by a provision of the bylaws that a director shall not be liable to the corporation or its members for money damages for any action taken, or any failure to take any action, as a director, except liability for: (1) The amount of a financial benefit received by the director to which the director is not entitled;(2) An intentional infliction of harm;(3) A violation of § 48-58-302; or(4) An intentional violation of criminal law.Amended by 2014 Tenn. Acts, ch. 899,s 20, eff. 1/1/2015.Acts 1987, ch. 242, § 2.06.
Tennessee Legal Code