7-89-108 - Board of directors. - Tennessee Statutes

7-89-108. Board of directors.

(a)  (1)  The authority shall have a board of directors in which all corporate powers of the authority shall be vested. The board shall consist of no fewer than seven (7) directors, all of whom shall be duly qualified voters of the municipality. A director shall serve without compensation, except that the authority may reimburse a director for actual expenses incurred in the performance of a director's duties. A director may not be an elected official or employee of the municipality. The directors shall have staggered terms.

     (2)  The initial board of directors shall be divided into three (3) groups containing substantially equal numbers. The initial term of the directors included in the first group shall be two (2) years; the initial term of the directors included in the second group shall be three (3) years; and the initial term of the directors included in the third group shall be four (4) years. All subsequent terms of directors shall be four (4) years; provided, that if at the expiration of any term of office of any director a successor has not been appointed, the director whose term of office has expired shall continue to hold office until the director's successor is appointed.

     (3)  In the case of authorities created pursuant to the approval of two (2) or more municipalities acting jointly, as provided in § 7-89-120, the number of directors appointed by the governing body of each municipality shall be as nearly equal as practicable.

     (4)  The chief executive officer of the municipality shall appoint all directors, and the governing body of the municipality shall by resolution confirm the appointments of the chief executive officer. The chief executive officer of the municipality shall strive to ensure that the board is composed of directors who are diverse in professional background, educational background, ethnicity, race, gender, geographic residency, heritage, perspective and experience. The chief executive officer of the municipality shall strive to appoint at least one (1) director who is female and at least one (1) director who is a racial minority. When the chief executive officer makes the initial appointments, the chief executive officer shall designate which directors serve an initial term of two (2), three (3) and four (4) years, respectively.

     (5)  If a vacancy occurs in the position of director, the vacancy shall be filled in the same manner as the original term for the remainder of the unexpired term.

(b)  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 secretary and one (1) as treasurer, and these offices shall annually be filled in like manner. The duties of secretary and treasurer may be performed by the same director. In the event of the resignation or death of the chair, vice chair, secretary or treasurer, another member may be elected to fill the vacancy for the anticipated term of the chair, vice chair, secretary or treasurer.

(c)  Any meeting of the board of directors for any purpose whatsoever shall be open to the public. Any action taken by the directors under this chapter may be authorized by resolution at any regular or special meeting. A majority of the board shall constitute a quorum for the transaction of business. The concurring vote of a majority of the directors voting at a meeting at which a quorum is present shall be necessary for the exercise of any of the powers granted by this chapter.

[Acts 2009, ch. 474, § 1.]