§ 4-51-103 — Board of directors - Appointment, duties

Tennessee § 4-51-103

• Jurisdiction: Tennessee
• Title: 4

Text

(a) The corporation shall be governed by a board of directors composed of seven (7) directors. (b) The directors shall be residents of this state, shall have expertise in their businesses or professions, and shall be appointed by the governor. All appointments shall be filed with the secretary of state within five (5) working days of appointment. (c) (1) No person shall serve as a director of the corporation who has been convicted of: (A) Any felony; (B) A misdemeanor involving gambling, theft, computer offenses, forgery, perjury, dishonesty or unlawfully selling or providing a product or substance to a minor; (C) Any violation of this chapter; or (D) Any offense in a federal court, military court, or court of another state, territory or jurisdiction that under the laws of this state would disqualify such person pursuant to subdivision (c)(1)(A), (c)(1)(B), or (c)(1)(C). (2) Prior to the appointment of a person as a director, the governor shall submit the names of potential directors to the Tennessee bureau of investigation and the Tennessee bureau of investigation, pursuant to § 38-6-109 , shall conduct a criminal history records check on all such persons. The Tennessee bureau of investigation may contract with the federal bureau of investigation, other law enforcement agency or any other legally authorized entity to assist in such investigation. Such persons shall supply a fingerprint sample on request and in the manner requested by the investigating entity. The Tennessee bureau of investigation shall conduct such investigation as soon as practicable after submission of names by the governor. The corporation shall pay, as an operating expense, the cost of the records check. The results of such a records check shall not be considered a record open to the public pursuant to title 10, chapter 7, part 5. (d) In making the appointments pursuant to subsection (b), the governor shall strive to ensure that the board is composed of directors who are diverse in professional or educational background, ethnicity, race, gender, geographic residency, heritage, perspective and experience. (e) (1) Directors shall serve terms of five (5) years; provided, however, that of the initial directors appointed: (A) Two (2) directors shall be appointed for an initial term of one (1) year; (B) Three (3) directors shall be appointed for an initial term of three (3) years; and (C) Two (2) directors shall be appointed for an initial term of five (5) years. (2) After the initial terms, directors shall be appointed to serve five-year terms. (f) All appointments of the directors shall be confirmed by joint resolution adopted by each house of the general assembly prior to the commencement of the term of office to which such director is appointed. If the general assembly is not in session when initial appointments are made, all initial appointees shall serve the terms prescribed pursuant to subsection (e), unless such appointments are not confirmed within thirty (30) days after the general assembly next convenes following such appointments. Any vacancy on the board shall be filled by the governor to serve the unexpired term and such appointment shall be confirmed in the same manner as the original appointment. However, if the general assembly is not in session and a vacancy occurs, the governor shall fill such vacancy by appointment and the appointee to such vacancy shall serve the unexpired term unless such appointment is not confirmed within thirty (30) days after the general assembly next convenes following the appointment to fill such vacancy. (g) The term of office of each director shall commence on July 1, following such director's appointment; provided, however, that the term of office for each initial director shall commence on the date of appointment but shall be calculated, for purposes of the term, from July 1, 2003. Notwithstanding this section, at the end of the director's term, the director shall continue to serve until a replacement is appointed by the governor. All initial appointments of directors shall be made on or before July 1, 2003. (h) A director of the board, or any member of their immediate family, shall not have a direct or indirect interest at the time of their appointment, or within a period of two (2) years prior to their appointment, in any undertaking that puts their personal interest in conflict with that of the corporation, including, but not limited to, any interest, through ownership, stock or otherwise, in a major procurement contract or a participating retailer; provided, however, that a director, or a member of such director's immediate family, may hold an incidental interest not to exceed one percent (1%) of the outstanding stock of a participating retailer. (i) The directors shall elect from their membership a chair and vice chair. The directors shall also elect a secretary and treasurer who may, from time-to-time, serve as the acting chief executive officer of the corporation. Such officers shall serve for such terms as shall be prescribed by the bylaws of the corporation or until their respective successors are elected and qualified. No director of the board shall hold more than one (1) office of the corporation, except that the same director may serve as secretary and treasurer. (j) The board of directors may delegate to one (1) or more of its members, to the chief executive officer, or to any agent or employee of the corporation such powers and duties as it may deem proper. (k) A majority of the directors in office shall constitute a quorum for the transaction of any business and for the exercise of any power or function of the corporation. (l) Action may be taken and motions and resolutions adopted by the board at any board meeting by the affirmative vote of a majority of present and voting directors. (m) No vacancy in the membership of the board shall impair the right of the directors to exercise all the powers and perform all the duties of the board. (n) (1) Upon approval by the chair, directors of the board shall be reimbursed for actual and reasonable expenses incurred or a per diem not to exceed the per diem provided to members of the general assembly pursuant to § 3-1-106 for each day's service spent in the performance of the duties of the corporation or both. (2) Directors shall not receive a salary for their duties. (o) (1) The governor may remove a director for neglect of duty or misconduct in office. (2) If the governor seeks removal of a director pursuant to this subsection (o), the governor shall deliver to the director a copy of the charges levied against such director together with a notice of hearing affording such director an opportunity to be heard in person or by counsel to defend publicly against such charges prior to removal. The notice of hearing shall be served upon the director no later than ten (10) days prior to the hearing date. (3) If such director is removed, the governor shall file in the office of the secretary of state a complete statement of all charges made against the director and the governor's findings regarding the charges, together with a complete record of the proceedings. (4) If a director is removed, such vacancy shall be filled in the same manner as other vacancies on the board. (p) No director shall make a contribution to the campaign of a candidate for the general assembly or to a candidate for governor.

Legislative History

Amended by 2019 Tenn. Acts, ch. 507, s 3, eff. 7/1/2019. Acts 2003 , ch. 297, § 2.