TCA § 12-10-108 — Board of directors — Executive committee — Administrator — Consent action

The authority shall have a board of directors in which all corporate powers of the authority shall be vested and which shall consist of any number of directors, no less than seven (7), all of whom shall be duly qualified electors of 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 hereunder. No director shall be an officer or employee of the municipality. The directors shall be appointed by the chief executive officer, subject to confirmation of the governing body of the municipality, and they shall be so appointed that they shall hold office for staggered terms. In the case of authorities created pursuant to the approval of two (2) or more municipalities acting jointly, as hereinafter provided, the number of directors appointed by the chief executive officer of each municipality shall be as nearly equal as practicable. At the time of the appointment of the first board of directors, the chief executive officer 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 thereto shall not have been appointed, then the director whose term of office shall have expired shall continue to hold office until such director's successor shall be so appointed. Notwithstanding any provision of subdivision (a)(1) or any other law to the contrary, if a public building authority engages in or contracts for the modification, construction, operation, maintenance, or management of an arena facility for a National Basketball Association member professional basketball team, then the board of directors appointed and confirmed pursuant to subdivision (a)(1) must include two (2) additional directors whose qualifications, appointment and service shall be governed by this subdivision (a)(2). Following consultation with the speaker of the senate and the speaker of the house of representatives, the chief executive officer of the municipality shall appoint, subject to confirmation of the governing body of the municipality: One (1) state senator whose legislative district lies, in whole or in part, within the boundaries of the municipality; and One (1) state representative whose legislative district lies, in whole or in part, within the boundaries of the municipality. The term of office for each director appointed pursuant to this subdivision (a)(2) shall not extend beyond the director's current term of office in the state senate or house of representatives. Each director appointed pursuant to this subdivision (a)(2) shall serve as such without compensation, except that such director shall be reimbursed for such director's actual expenses incurred in and about the performance of such director's duties hereunder. Notwithstanding the fact that two (2) or more municipalities may have approved incorporation of the public building authority pursuant to § 12-10-104, this subdivision (a)(2) shall not be construed to require appointment of more than one state senator and one state representative to serve as directors; and, under such circumstances, the chief executive officers of the municipalities shall jointly make such appointments, subject to confirmation of the governing bodies of the municipalities. Notwithstanding subdivision (a)(1) or any other law to the contrary, the directors of an authority created by a utility district shall be customers of the utility district and members of the board of commissioners and employees of the utility district may serve as a director. Notwithstanding subdivision (a)(1) or any other law to the contrary, the directors of an authority created jointly by two (2) or more utility districts pursuant to § 12-10-120 must either be a customer of one of the creating utility districts or a member of the board of directors of the Tennessee association of utility districts. The directors shall be appointed by the board of commissioners of each creating utility district with the number of directors appointed by each board of commissioners to be as nearly equal as practicable. The directors shall be appointed so that they have staggered terms. At the time of the appointment of the first board of directors, the boards of commissioners of the creating utility districts 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, 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 has not been appointed, then the director whose term of office has expired shall continue to hold office until the director's successor has been so appointed. The term of office of each director who is a member of the board of directors of the Tennessee association of utility districts shall not extend beyond the director's term as a director of the Tennessee association of utility districts. 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 treasurer and one (1) as secretary, and such officers shall annually be elected thereafter in like manner. The duties of secretary and treasurer may be performed by the same director. In the absence of any of the chair, vice chair, secretary or treasurer, another member may be elected to fill the vacancy for the anticipated term thereof. Any action taken by the directors under this chapter may be authorized by resolution at any regular or special meeting, and such resolution shall take effect immediately and need not be published or posted. A majority of the board shall constitute a quorum for the transaction of business. The concurring vote of a majority of all the directors shall be necessary for the exercise of any of the powers granted by this chapter. The board of directors may establish an executive committee to be composed of officers designated in subsection (b) and at least one (1) other director. Except as may be limited by the board of directors, the executive committee shall have responsibility for the general superintendence of the administrative affairs of the authority. It shall have the power to employ, discharge, and, within budgeted or otherwise available funds, to compensate regular and part-time employees of the authority; to authorize contracts for the operation and maintenance of projects, which contracts shall be for a period not exceeding one (1) year in duration and for which funds have been budgeted or otherwise provided by the board of directors; to manage and operate parking facilities; within available funds, to provide operating and maintenance services respecting a project; and to administer contracts and undertakings of the authority. The executive committee shall keep minutes and supply a copy of the same to each director. Action shall be by an affirmative vote of a majority of the executive committee. All actions of the executive committee may be reviewed by the board of directors except as to rights of contractees which have accrued. The board of directors may establish the position of administrator. The administrator may be employed by the board of directors to perform the administrative duties of the authority within the authority granted by the board of directors and/or the executive committee. Except as otherwise directed, the administrator may establish responsibilities of employees of the authority and supervise their performance, including the power, within budgeted or otherwise available funds, to hire and to discharge regular and part-time employees; and, subject to direction of the secretary and treasurer, have responsibility for the records and accounts of the authority. If authorized by the charter and bylaws, the board of directors and the committee thereof may take action by written consent. The bylaws shall require copies of such consent actions to be provided forthwith to each director.