Board of Directors

Tenn. Code Ann. tit. 48, ch. 58, pt. 1

in effect

Tenn. Code Ann. § 48-58-101 Requirement for and duties of board of directors.

48-58-101. Requirement for and duties of board of directors. (a) Each corporation must have a board of directors. (b) Except as provided in chapters 51-68 of this title or subsection (c), all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board. (c) The charter of a mutual benefit corporation may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized, any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities. (d) The charter of a public benefit corporation may authorize no less than three (3) individuals to exercise some or all of the powers which would otherwise be exercised by a board. If individuals are authorized to exercise powers pursuant to this subsection (d), any and all such individuals shall have the duties and responsibilities of the directors, and the directors shall be relieved from such duties and responsibilities; provided, however, if the charter of a public benefit corporation that is in existence and not administratively dissolved on July 1, 2014, contains a provision on or before July 1, 2014, that authorizes less than three (3) individuals or an entity or entities to exercise some or all of the powers that would otherwise be exercised by a board, that provision shall remain valid and effective until the first occurrence of one of the following: (1) The provision is amended or modified to conform with this section; (2) All individuals authorized to exercise powers of the board cease to serve in such a capacity; or (3) The dissolution, resignation or removal of all of the entities authorized to exercise powers of the board. Acts 1987, ch. 242, § 8.01; 2014, ch. 899, § 30, 31.

Tenn. Code Ann. § 48-58-102 Qualifications of directors.

48-58-102. Qualifications of directors. All directors must be natural persons. The charter or bylaws may prescribe other qualifications for directors. A director need not be a resident of this state or a member of the corporation unless the charter or bylaws so prescribe. Acts 1987, ch. 242, § 8.02.

Tenn. Code Ann. § 48-58-103 Number of directors.

48-58-103. Number of directors. (a) A board of directors must consist of three (3) or more natural persons, with the number specified in or fixed in accordance with the charter or bylaws. (b) The number of directors may be increased or decreased (but to no fewer than three (3)) from time to time by amendment to, or in the manner prescribed in, the charter or bylaws. Acts 1987, ch. 242, § 8.03.

Tenn. Code Ann. § 48-58-104 Election, designation, and appointment of directors.

48-58-104. Election, designation, and appointment of directors. (a) If the corporation has members, all directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the charter or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or designated. (b) If the corporation does not have members, all directors (except the initial directors) shall be elected, appointed or designated as provided in the charter or bylaws. If no method of designation or appointment is set forth in the charter or bylaws, the directors (other than the initial directors) shall be elected by the board. Acts 1987, ch. 242, § 8.04; 1988, ch. 610, § 1; 1993, ch. 412, § 1.

Tenn. Code Ann. § 48-58-105 Terms of directors generally.

48-58-105. Terms of directors generally. (a) The charter or bylaws must specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed five (5) years. In the absence of any term specified in the charter or bylaws, the term of each director shall be one (1) year. Directors may be elected for successive terms. (b) Except in the case of designated or appointed directors, a decrease in the number of directors or term of office does not shorten an incumbent director's term. (c) Except as provided in the charter or bylaws: (1) The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and (2) The term of a director filling any other vacancy expires at the end of the unexpired term which such director is filling. (d) Despite the expiration of a director's term, the director continues to serve until a successor is elected, designated or appointed and qualifies, or until there is a decrease in the number of directors. Acts 1987, ch. 242, § 8.05.

Tenn. Code Ann. § 48-58-106 Staggered terms for directors.

48-58-106. Staggered terms for directors. The charter or bylaws may provide for dividing the total number of directors into groups and staggering the terms of directors. The terms of office of the several groups need not be uniform. Acts 1987, ch. 242, § 8.06.

Tenn. Code Ann. § 48-58-107 Resignation of directors.

48-58-107. Resignation of directors. (a) A director may resign at any time by delivering written notice to the board of directors, its chair or president, or to the corporation. (b) A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. Acts 1987, ch. 242, § 8.07.

Tenn. Code Ann. § 48-58-108 Removal of directors elected by members or directors.

48-58-108. Removal of directors elected by members or directors. (a) The members may remove one (1) or more directors elected by them with or without cause, unless the charter provides that directors may be removed only for cause. The charter or bylaws may specify what constitutes cause for removal. (b) If a director is elected by a class, chapter or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit or grouping. (c) Except as provided in subsection (i), a director may be removed under subsection (a) or (b) only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors. (d) If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit or grouping of members, the number of votes of that class, chapter, unit or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal. (e) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of the director. (f) In computing whether a director is protected from removal under subsections (b)-(d), it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election. (g) An entire board of directors may be removed under subsections (a)-(e). (h) The board of directors of a corporation may remove a director without cause who has been elected by the board by the vote of two thirds (2/3) of the directors then in office or such greater number as is set forth in the charter or bylaws. (i) If at the beginning of a director's term on the board, the charter or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal. Acts 1987, ch. 242, § 8.08; 2014, ch. 899, § 32.

Tenn. Code Ann. § 48-58-109 Removal of designated or appointed directors.

48-58-109. Removal of designated or appointed directors. (a) A designated director may be removed by an amendment to the charter or bylaws deleting or changing the designation. (b) Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director. The person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation's president or secretary. A removal is effective when the notice is effective unless the notice specifies a future effective date. Acts 1987, ch. 242, § 8.09; 2004, ch. 505, § 1.

Tenn. Code Ann. § 48-58-110 Removal of directors by judicial proceeding.

48-58-110. Removal of directors by judicial proceeding. (a) Any court of record having equity jurisdiction in the county where a corporation's principal office (or if none in this state, its registered office) is located may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least ten percent (10%) of the voting power of any class or the attorney general and reporter in the case of a public benefit corporation if the court finds that: (1) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in part 3 of this chapter; and (2) Removal is in the best interest of the corporation. (b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court. (c) If members or the attorney general and reporter commence a proceeding under subsection (a), the corporation shall be made a party defendant. (d) If a public benefit corporation or its members commence a proceeding under subsection (a), they shall give the attorney general and reporter written notice of the proceeding. Acts 1987, ch. 242, § 8.10.

Tenn. Code Ann. § 48-58-111 Vacancy on board.

48-58-111. Vacancy on board. (a) Unless the charter or bylaws provide otherwise, and except as provided in subsections (b) and (c), if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors or a vacancy resulting from a removal with or without cause: (1) The members, if any, may fill the vacancy. If the vacant office was held by a director elected by a class, chapter or other organizational unit or by region or other geographic grouping, only members of that class, chapter, unit or grouping are entitled to vote to fill the vacancy if it is filled by the members; (2) The board of directors may fill the vacancy; or (3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. (b) Unless the charter or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy. (c) If a vacant office was held by a designated director, the vacancy shall be filled as provided in the charter or bylaws. In the absence of an applicable charter or bylaw provision, the vacancy may not be filled by the board. (d) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under § 48-58-107(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. Acts 1987, ch. 242, § 8.11.

Tenn. Code Ann. § 48-58-112 Compensation of directors.

48-58-112. Compensation of directors. Unless the charter or bylaws provide otherwise, the board of directors may fix the compensation of directors. Acts 1987, ch. 242, § 8.12.

Source: Tennessee Code (state release 76 via Public.Resource.Org) + public chapters (Tennessee Secretary of State)URL: https://archive.org/download/gov.tn.tca/release76.2021.05.21/gov.tn.tca.title.48.htmlFetched: 10/24/2026