2019 Tennessee Code
Title 48 - Corporations and Associations
For-Profit Business Corporations
Chapter 18 - Directors and Officers
Part 1 - Board of Directors
§ 48-18-103. Number and election of directors.

Universal Citation: TN Code § 48-18-103 (2019)
  • (a) A board of directors must consist of one (1) or more individuals, with the number specified in or fixed in accordance with the charter or bylaws.

  • (b) The charter or bylaws may provide that the board of directors has power to fix or change the number of directors, including an increase or decrease in the number of directors. Absent such a provision, only the shareholders may fix or change the number of directors, except as provided in subsection (c).

  • (c) The charter or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders or the board of directors; provided, that unless the charter or bylaws provide otherwise, only the shareholders may change the range for the size of the board or change from a fixed to a variable-range size board or vice versa.

  • (d) Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter, unless their terms are staggered under § 48-18-106 or unless their terms are for more than one (1) year as provided by § 48-18-105.

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