Tennessee § 7-53-301 - Board of directors.

§ 7-53-301. Board of directors.

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, not less than seven (7), all of whom shall be duly qualified electors of and taxpayers in the municipality. 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, unless otherwise authorized by local ordinance or resolution. No director shall be an officer or employee of the municipality. 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 to the director 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. Except for corporations acquiring any hotel, motel or apartment building in the center-city areas of a municipality that has created a central business improvement district pursuant to chapter 84 of this title, if at the time of the election of any directors there shall be in existence in the municipality a chamber of commerce, board of trade, or other similar civic organization, the directors elected shall be chosen by the governing body from the membership of any one (1) or more of such organizations, unless, in the judgment of the governing body, there are no members of such organizations who are both suitable and available to serve as directors of the corporation; provided, that if the municipality has within its boundaries a closed or substantially downsized federal facility, including, but not limited to, a facility formerly operated by the United States department of defense or department of energy, a minority of the directors may be chosen from persons who are not residents of the municipality. Acts 1955, ch. 210, § 7; 1978, ch. 739, § 5; T.C.A., § 6-2807; Acts 1998, ch. 983, § 2; 2001, ch. 125, § 1. Cross-References. Board of commissioners of Tennessee River four-county port authority as board of directors of industrial development corporation, § 64-4-105 . Attorney General Opinions. Election of directors in home rule municipalities, OAG 97-097, 1997 Tenn. AG LEXIS 106 (7/1/97). Persons qualified to petition for the establishment of industrial development board, OAG 99-142, 1999 Tenn. AG LEXIS 179 (7/27/99). A “duly qualified elector of the municipality” means a person qualified to vote in an election of the “municipality,” as that term is defined in T.C.A. § 7-53-101(10) . Improperly appointed members of boards are generally viewed as de facto officers, and acts of such officers are considered valid. Nevertheless, as a precaution, the board, once all of its members are appropriately appointed, may wish to review the actions taken by the earlier board and vote to ratify, confirm, modify, or reject such actions. OAG 15-72, 2015 Tenn. AG LEXIS 73 (11/3/2015).