66-27-403 - Board of directors and officers. - Tennessee Statutes

66-27-403. Board of directors and officers.

(a)  Except as provided in the declaration, the bylaws, in subsection (b), or other provisions of part 2, part 3, this part and part 5 of this chapter, the board of directors may act in all instances on behalf of the association. In the performance of their duties, the officers and members of the board of directors are required to exercise:

     (1)  If appointed by the declarant, the care required of fiduciaries of the unit owners; or

     (2)  If elected by the unit owners, ordinary and reasonable care.

(b)  The board of directors may not act on behalf of the association to amend the declaration pursuant to § 66-27-317, to terminate the condominium pursuant to § 66-27-318, or to elect members of the board of directors or determine the qualifications, powers and duties, or terms of office of members of the board of directors pursuant to subsection (f), but the board of directors may fill vacancies in its membership for the unexpired portion of any term, and may elect members of the board of directors of a master association as provided in the declaration.

(c)  (1)  Subject to subsection (d), the declaration may provide for a period of declarant control of the association, during which period a declarant, or persons designated by the declarant, may appoint and remove the officers and members of the board of directors. Regardless of the period provided in the declaration, a period of declarant control terminates no later than the earlier of:

          (A)  One hundred twenty (120) days after conveyance of seventy-five percent (75%) of the units that may be created to unit owners other than a declarant; or

          (B)  Five (5) years after the conveyance of the first unit to a purchaser other than the declarant or, if more than one hundred (100) units may be created in the condominium, then seven (7) years after the first conveyance.

     (2)  A declarant may voluntarily surrender the right to appoint and remove officers and members of the board of directors before termination of that period, but in that event the declarant may require, for the duration of the period of declarant control, that specified actions of the association or board of directors, as described in a recorded instrument executed by the declarant, be approved by the declarant before they become effective.

(d)  Not later than one hundred twenty (120) days after conveyance of twenty-five percent (25%) of the units that may be created to unit owners other than a declarant, at least one (1) member of the board must be elected by unit owners other than the declarant.

(e)  Not later than the termination of any period of declarant control, the unit owners shall elect a board of directors of at least three (3) members, at least a majority of whom must be unit owners. The board of directors shall elect the officers. The board of directors and officers shall take office upon election.

(f)  Notwithstanding any provision of the declaration or bylaws to the contrary, the unit owners, by a two-thirds (2/3) vote of all persons present and entitled to vote at any meeting of the unit owners at which a quorum is present, may remove any member of the board of directors with or without cause, other than a member appointed by the declarant.

[Acts 2008, ch. 766, § 1.]