(a) The initial board of directors of the authority shall be composed of the members of the board of directors of the supervisory board, who shall serve as directors for the unexpired terms of their appointment to the board of directors of the supervisory board and who shall take office and begin exercising the powers granted in this section immediately upon the registration date of the certificate of incorporation.
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Terms Used In Tennessee Code 7-36-110

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Associated municipality: means a municipality that is located in a county having a population of three hundred thirty-five thousand (335,000) or less, according to the 2010 federal census or any subsequent federal census, and that, as of the date an authority is formed under this chapter, operates an electric system under the authority of chapter 52 of this title. See Tennessee Code 7-36-102
  • Authority: means an authority created pursuant to this chapter. See Tennessee Code 7-36-102
  • Board: means the board of directors of the authority. See Tennessee Code 7-36-102
  • Governing body: means the legislative body of the associated municipality creating an authority pursuant to this chapter or, as applicable in §. See Tennessee Code 7-36-102
  • Municipality: means any county or incorporated city or town within or outside this state. See Tennessee Code 7-36-102
  • Person: means any natural person, firm, association, corporation, limited liability company, business trust, partnership, or governmental entity. See Tennessee Code 7-36-102
  • Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in a perceivable form. See Tennessee Code 1-3-105
  • Supervisory board: means the board of public utilities or other similar body of the associated municipality, as such board is constituted as of the date an authority is formed pursuant to this chapter. See Tennessee Code 7-36-102
(b) All subsequent appointments shall be for four-year terms, or such other term length as may be set forth in the certificate of incorporation, commencing upon the expiration of the prior director’s specific term. Except as otherwise provided in the certificate of incorporation, the board of directors shall fill vacancies, subject to the approval of the governing body of the associated municipality, or such governing body of another municipality having appointment power for a member of the supervisory board at the time the authority is formed. In the event the applicable governing body does not approve the person thus appointed by the board of directors, the board of directors shall appoint some other person, subject to the approval of the applicable governing body. The composition and manner of the appointment for members of the board of directors set forth in this section may be modified pursuant to the certificate of incorporation or an amendment to the certificate of incorporation; provided, that the applicable governing body having a power of appointment shall approve any provision of the certificate of incorporation or amendment that eliminates its power of appointment. The associated municipality shall, at all times, have authority to approve no less than a majority of the members of the board of directors.
(c) The board of directors and the applicable governing body shall, as applicable and in accordance with this section, within ninety (90) days, fill each vacancy created by the death, resignation, or removal of any director and gain approval of the applicable governing body, and such director shall serve for the remaining unexpired term of the former director.
(d) Except as provided in subsection (g), each director shall hold office until the director’s successor is appointed, approved, and qualified, and each director shall be eligible for reappointment unless otherwise provided in the certificate of incorporation.
(e) Immediately upon their qualification as a board, and at least annually thereafter, the board of directors shall select from the board’s membership a chair and a vice chair. No additional compensation shall be paid to a director for serving as a chair or vice chair. The board shall have a recording secretary, who need not be a member of the board and who shall be appointed by the president, subject to the approval of the board. The recording secretary shall record all minutes of the board, keep and maintain all books and records of the board, and perform other duties as the president shall determine.
(f) The board shall hold regular monthly meetings and special meetings as may be necessary for the transaction of the business of the authority. Special meetings of the board may be called by the chair or, in the absence or disability of the chair, by any board member. No meeting of the board shall be held unless a majority of the directors are present. All acts of the board shall be by a vote of at least a majority of the directors eligible to vote on a matter. Resolutions of the board shall be effective upon adoption after one (1) reading and may be adopted at the same meeting at which the resolutions are introduced. The time and place of all meetings will be set by the board. The board of directors shall be allowed necessary traveling and other expenses while engaged in the business of the board, plus an allowance for attendance at meetings in the same manner and to the same extent as is provided for directors of municipal electric systems under § 7-52-110(e). Such expenses shall constitute a cost of operation and maintenance of the authority.
(g) Any director may be removed from office for cause upon a vote of two-thirds (2/3) of the members of the governing body of the applicable approving governing body, but only after preferment of formal charges by resolution of a majority of the members of the governing body.
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