2017 Tennessee Code
Title 48 - Corporations and Associations
Chapter 58 - Directors and Officers
Part 1 - 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.
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