Tenn. Code § 7-53-204
The certificate of incorporation may at any time and from time to time be amended so as to make any changes in the certificate of incorporation and add any provisions to the certificate of incorporation that might have been included in the certificate of incorporation in the first instance. Any such amendment shall be effected in the following manner: the members of the board of directors of the corporation shall file with the governing body of the municipality an application in writing seeking permission to amend the certificate of incorporation, specifying in such application the amendment proposed to be made. Such governing body shall consider such application and, if it shall by appropriate resolution duly find and determine that it is wise, expedient, necessary or advisable that the proposed amendment be made and shall authorize the same to be made, and shall approve the form of the proposed amendment, then the persons making such application shall execute an instrument embodying the amendment specified in such application, and shall file the instrument with the secretary of state. The proposed amendment shall be subscribed and acknowledged by each member of the board of directors before an officer authorized by the laws of Tennessee to take acknowledgments to deeds. The secretary of state shall then examine the proposed amendment and, if the secretary of state finds that there has been compliance with the requirements of this section and the proposed amendment is within the scope of what might be included in an original certificate of incorporation, the secretary of state shall approve the amendment and record it in an appropriate book in the secretary of state's office. When such amendment has been so made, filed and approved, it shall then become effective and the certificate of incorporation shall then be amended to the extent provided in the amendment. No certificate of incorporation shall be amended except in the manner provided in this section.
T.C.A. § 7-53-204