(a) The business and affairs of a G&T cooperative shall be managed under the direction of a board of directors of not less than five (5) directors or such greater number as may be prescribed by the bylaws of the G&T cooperative. All of the powers of a G&T cooperative shall be vested in and exercised by the board of directors, except those that are conferred upon or reserved to the members pursuant to this chapter, the charter, bylaws or any other applicable law.
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Terms Used In Tennessee Code 48-69-108

  • Board: means a G&. See Tennessee Code 48-69-103
  • board of directors: means the governing board of a corporation, whether denominated the board of directors or otherwise, except that no person or group of persons is the board of directors because of powers delegated to that person or group pursuant to §. See Tennessee Code 48-51-201
  • 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
  • Charter: includes amended and restated charters and articles of merger. See Tennessee Code 48-11-201
  • 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
  • Employee: includes an officer but not a director. See Tennessee Code 48-11-201
  • Entity: includes the following, whether foreign or domestic: LLCs. See Tennessee Code 48-202-101
  • Member: means a distribution cooperative or governmental electric system, as applicable, having the right through its duly appointed agent or representative to vote for the directors of a G&. See Tennessee Code 48-69-103
  • Patron: means a person agreeing to receive or already receiving, or who in the past has received, one (1) or more of the services rendered by a G&. See Tennessee Code 48-69-103
  • Person: includes any natural person, firm, association, corporation, cooperative, membership corporation, distribution cooperative, electric power association, business trust, partnership and federal, state or local governments, or departments, agencies or any other political subdivision thereof, including, without limitation, an energy acquisition corporation. See Tennessee Code 48-69-103
  • State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
  • Year: means a calendar year, unless otherwise expressed. See Tennessee Code 1-3-105
(b) To be eligible to serve, a director shall be a full-time employee of a patron member of the G&T cooperative and shall have senior management level managerial, financial, engineering or administrative responsibilities for the electric system of a patron member of the G&T cooperative. No person holding elective office of any state, county or municipal entity or other political subdivision of any state or of the federal government, and no person whose employment or appointed responsibilities are not principally limited to utility operations of a patron member shall be eligible to serve as a director. Additional eligibility requirements for directors may be established pursuant to the bylaws of the G&T cooperative.
(c) The bylaws shall prescribe the number of directors, their qualifications, if any, in addition to those provided for in subsection (b), the manner of holding meetings of the board and of the election and appointment of successors to directors who shall resign, die or otherwise be incapable of or disqualified from acting, and any other rule, manner, procedure or matter relating to the board and its exercise of the powers conferred upon it by this chapter or by other law, the charter of the G&T cooperative or the bylaws.
(d) The bylaws shall provide the manner and method by which directors shall be elected or appointed, as applicable. The bylaws may establish classes of directors to be elected and divide them into classes for terms of office that permit either approximately one half (1/2), one third (1/3), or one fourth (1/4) to be elected each year by the members; provided, that the initial bylaws may provide for a period of time during which the initial board of directors specified in the charter or the initial bylaws shall serve for the purposes of allowing continuity during a start-up period specified in the bylaws, which start-up period may be contingent upon the anticipated date of commencement of both ownership and direct operations and direct control of a plant for the generation of electrical power and energy to be acquired, constructed or operated, all as may be more specifically described in the bylaws.
(e) Directors may, but only if so provided in a G&T cooperative’s bylaws, be removed and their successors elected under such process as may be provided in the bylaws.
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