(a) The corporation shall have a board of directors in which all powers of the corporation shall be vested and which shall consist of any number of directors, not less than seven (7), all of whom shall be duly qualified electors of and taxpayers in the municipality.
Terms Used In Tennessee Code 48-101-307
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
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.
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
Governing body: means the legislative body of a county or the board or other body in which the general legislative powers of a city or town are vested. See Tennessee Code 48-101-301
Municipality: means any county or incorporated city or town in this state with respect to which a corporation may be organized. See Tennessee Code 48-101-301
Secretary: means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under §. See Tennessee Code 48-11-201
(b) The directors shall serve as such without compensation except that they shall be reimbursed for their actual expenses incurred in and about the performance of their duties hereunder.(c) No director shall be an officer or employee of the municipality.(d) The directors shall be elected by the governing body of the municipality, and they shall be so elected that they shall hold office for staggered terms. At the time of the election of the first board of directors, the governing body of the municipality shall divide the directors into three (3) groups containing as near equal whole numbers as may be possible. The first term of the directors included in the first group shall be two (2) years, the first term of the directors included in the second group shall be four (4) years, the first term of the directors included in the third group shall be six (6) years, and thereafter the terms of all directors shall be six (6) years; provided, that if at the expiration of any term of office of any director a successor thereto shall not have been elected, then the director whose term of office shall have expired shall continue to hold office until a successor shall be so elected.(e) The directors shall meet and organize as a board and shall elect one (1) of its members as chair, one (1) as vice chair, one (1) as treasurer and one (1) as secretary and such officers shall annually be elected thereafter in like manner.(f) The duties of secretary and treasurer may be performed by the same director.(g) Any action taken by the directors under this part may be authorized by resolution at any regular or special meeting, and such resolution shall take effect immediately and need not be published or posted.(h) Any meeting held by the board of directors for any purpose whatsoever shall be open to the public.
