(a) The corporation shall be governed by a board of directors consisting of twenty-two (22) natural persons.
Terms Used In Tennessee Code 4-14-203
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.
Ex officio: Literally, by virtue of one's office.
Person: includes a corporation, firm, company or association. See Tennessee Code 1-3-105
Representative: when applied to those who represent a decedent, includes executors and administrators, unless the context implies heirs and distributees. See Tennessee Code 1-3-105
written: includes printing, typewriting, engraving, lithography, and any other mode of representing words and letters. See Tennessee Code 1-3-105
(b) Fourteen (14) members of the board of directors shall represent and be appointed from the private sector. Three (3) representatives of the private sector shall be appointed by the governor, two (2) representatives shall be appointed by the speaker of the house of representatives, two (2) representatives shall be appointed by the speaker of the senate, and seven (7) representatives from the private sector shall be nominated by the board of directors’ nominating committee and approved by majority vote of the board of directors.(c) Seven (7) members of the board of directors shall represent and be appointed from the public sector. Three (3) representatives of the public sector shall be appointed by the governor, two (2) representatives shall be appointed by the speaker of the house of representatives and two (2) representatives shall be appointed by the speaker of the senate. One (1) representative of the public sector appointed by the governor may be selected from lists of qualified persons submitted by interested municipal and county organizations including, but not limited to, the Tennessee municipal league and the Tennessee county services association. The governor shall consult with such interested organizations to determine a qualified person to fill the position on the board.(d) The commissioner of economic and community development shall serve ex officio on the board of directors of the corporation.(e) The corporation shall elect a chair, vice chair, secretary and such other officers as it deems necessary from among its members.(f) One (1) representative of the private sector and one (1) representative of the public sector appointed by the governor shall initially serve a two-year term. One (1) representative of the private sector and one (1) representative of the public sector appointed by the speaker of the house of representatives shall initially serve a two-year term. One (1) representative of the private sector and one (1) representative of the public sector appointed by the speaker of the senate shall initially serve a two-year term. Three (3) representatives from the private sector nominated by the board of directors’ nominating committee and approved by majority vote of the board of directors shall initially serve a two-year term. One (1) representative of the private sector and one (1) representative of the public sector appointed by the governor shall initially serve a three-year term. One (1) representative of the private sector appointed by the speaker of the senate and one (1) representative of the public sector appointed by the speaker of the house of representatives shall initially serve a three-year term. Two (2) representatives from the private sector nominated by the board of directors’ nominating committee and approved by majority vote of the board of directors shall initially serve a three-year term. One (1) representative of the private sector and one (1) representative of the public sector appointed by the governor shall initially serve a four-year term. One (1) representative of the private sector appointed by the speaker of the house of representatives and one (1) representative of the public sector appointed by the speaker of the senate shall initially serve a four-year term. Two (2) representatives from the private sector nominated by the board of directors’ nominating committee and approved by majority vote of the board of directors shall initially serve a four-year term. After the initial appointments, all members shall serve four-year terms, except the commissioner of economic and community development who shall serve by virtue of such office, and the two (2) members of the former Tennessee science and technology advisory council who shall serve according to their respective terms on the council. Board members are eligible to serve successive terms if reappointed by the original authority.(g) The board of directors shall appoint an executive committee of five (5) of its members to administer the day-to-day operations of the corporation. The chair of the corporation shall also serve as the chair of the executive committee.(h) The board of directors shall not meet more than eight (8) times in a calendar year. The executive committee shall not meet more than four (4) times in a calendar year.(i) In making appointments to the board of directors, the governor, speaker of the house of representatives and the speaker of the senate shall consider the racial diversity of the board of directors in order to ensure that representatives selected reflect the racial composition of this state.(j) The board of directors shall adopt and implement a conflict of interest policy for board members. The policy shall mandate annual written disclosures of financial interests, other possible conflicts of interest, and an acknowledgement by board members that they have read and understand all aspects of the policy. The policy shall also require persons who are to be appointed to the board of directors to acknowledge, as a condition of appointment, that they are not in conflict with the conditions of the policy.
