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Terms Used In Tennessee Code 48-101-107

  • Board of directors: means the board of directors of a corporation created under this part. See Tennessee Code 48-101-102
  • Business: includes every trade, occupation, profession, investment activity and other lawful purpose for gain or the preservation of assets whether or not carried on for profits. See Tennessee Code 48-202-101
  • Bylaws: means the code or codes of rules (other than the charter) adopted pursuant to chapters 51-68 of this title for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. See Tennessee Code 48-51-201
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Corporation: means a development credit corporation created under this part. See Tennessee Code 48-101-102
  • Directors: means natural persons, designated in the charter or bylaws or elected or appointed by the incorporators, and their successors and natural persons elected or appointed to act as members of the board, irrespective of the names or titles by which such persons are described. See Tennessee Code 48-51-201
  • Year: means a calendar year, unless otherwise expressed. See Tennessee Code 1-3-105
(1) The business and affairs of the corporation shall be managed and conducted by a board of directors, a president and treasurer, and such other officers and such agents as the corporation by its bylaws shall authorize.
(2) The board of directors shall consist of such number, not less than fifteen (15) nor more than twenty-one (21), as shall be determined in the first instance by the incorporators and thereafter annually by the members and the stockholders of the corporation.
(3) The board of directors may exercise all the powers of the corporation, except such as are conferred by law or by the bylaws of the corporation upon the stockholders or members, and shall choose and appoint all the agents and officers of the corporation and fill all vacancies, except vacancies in the office of director which shall be filled as hereinafter provided.
(4) The board of directors shall be elected as hereinafter provided. The board of directors shall be elected in the first instance by the incorporators and thereafter at each annual meeting of the corporation, or, if no annual meeting shall be held in any year at the time fixed by the bylaws, at a special meeting held in lieu of the annual meeting. At each annual meeting, or at each special meeting held in lieu of the annual meeting, the members of the corporation shall elect two thirds (2/3) of the board of directors and the stockholders shall elect the remaining directors.
(5) The directors shall hold office until the next annual meeting of the corporation or special meeting held in lieu of the annual meeting after their election and until their successors are elected and qualified, unless sooner removed in accordance with the bylaws.
(6) Any vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the stockholders shall be filled by the directors elected by the stockholders.
(b) Directors and officers shall not be responsible for losses unless the same shall have been occasioned by the willful misconduct of such directors and officers.
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