Document Genius

Free Tennessee Corporate Bylaws Template

Corporate bylaws are the internal rules your Tennessee corporation runs on, and they answer to a document the state calls something other than articles of incorporation. Answer a few simple questions and Document Genius builds a customizable set in minutes.

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How It Works

1

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Choose the state or form type you need to start.

2

Fill In Your Details

Answer a few simple questions to customize your form.

3

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Download or print your custom document in PDF or Word.

What Are Corporate Bylaws in Tennessee?

Corporate bylaws are the internal rules a Tennessee corporation adopts to govern itself. Section 48-12-106 of the Tennessee Business Corporation Act covers them in two short subsections.

Read the second one closely. Tennessee corporate bylaws must not be inconsistent with law or the charter, which is the state’s term for what most jurisdictions call the articles of incorporation.

Tennessee Requirements for Corporate Bylaws

The section is brief, and the terminology carries more weight than the length.

Adoption Is Mandatory

Subsection (a) provides that the incorporators or board of directors of a corporation shall adopt initial bylaws. The verb is shall, and either group may act.

Contents, Measured Against the Charter

Subsection (b) permits any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the charter.

The Word Runs Through the Act

Charter is no stylistic quirk confined to this section. Chapter 20 of the Act carries the heading amendment of charter and bylaws, so the term runs across the statute.

Where It Came From

Acts 1986, chapter 887, enacted the section at section 2.06, which is the Model Act numbering. Tennessee took the Model provision and swapped in its own vocabulary.

Charter or Articles: Which Term Does Tennessee Use?

Charter, throughout. A Tennessee corporation files a charter, and its bylaws are measured against that document rather than against articles of incorporation.

Inherited templates are where this bites. A bylaw set written for a neighbouring state will refer to the articles, and that reference points at a document Tennessee corporations do not have.

Fixing it is mechanical but worth doing properly. Every cross-reference needs the change, not only the first one. A search for the phrase articles of incorporation across the whole document catches the ones that hide in later articles.

If a provision in your bylaws conflicts with the charter, the charter governs, because subsection (b) only permits bylaw provisions that are not inconsistent with it. Reviewing the two documents side by side after any charter amendment is worth the time.

How to Adopt Corporate Bylaws in Tennessee

Adopting Tennessee corporate bylaws happens internally, with no filing attached.

  1. File your charter with the Secretary of State to form the corporation.
  2. Settle who adopts, since subsection (a) names the incorporators and the board alike.
  3. Draft the bylaws, reaching meetings, quorum, directors, officers, and shares.
  4. Check every reference to the charter, especially in a template written for another state.
  5. Adopt and minute the decision, naming the acting group and the date.
  6. File the signed copy internally and refresh it after each amendment.