TCA § 7-39-319 — Option of energy acquisition corporation to be governed by this section

Notwithstanding this chapter or the Interlocal Cooperation Act, compiled in title 12, chapter 9, to the contrary, subdivisions (a)(1)-(4) shall apply to any energy acquisition corporation that elects, either in its certificate of incorporation or in its bylaws, to be governed by this section: An energy acquisition corporation operating pursuant to this section shall have a board of directors of not less than three (3) nor more than twenty-one (21) members; Not less than two thirds (2/3) of the members shall meet the qualifications to serve as director pursuant to § 7-39-103, including directors serving on behalf of one (1) or more municipalities that have become associated municipalities pursuant to § 7-39-312. Up to one third (1/3) of the members need not meet the qualifications to serve as director pursuant to § 7-39-103; provided, that each such member is a natural person and is either an employee of a municipal utility, an employee of an electric cooperative or an employee or member of the governing body of a G&T cooperative; Members of the board may be nominated and elected, and may be removed for cause, in any manner provided in the certificate of incorporation or bylaws of the corporation; provided, that the terms of office of directors nominated and elected pursuant to this subdivision (a)(3) shall be distributed evenly, as nearly as may be practicable, among all terms of office of the directors of the corporation; and No more than one (1) person per associated municipality, one (1) person per municipal utility that is not an associated municipality, one (1) person per electric cooperative and one (1) person per G&T cooperative shall serve on the board of directors of the corporation at any one time. As used in this section: “Electric cooperative” means an electric cooperative or electric membership corporation, whether organized or operating under title 48, chapter 25, or similar statutes of any other state, that, as of June 23, 2009, distributes electric power purchased from the Tennessee Valley authority; “G&T cooperative” means a generation and transmission cooperative, organized or operating under the Electric G&T Cooperative Act, compiled in title 48, chapter 69; and “Municipal utility” means any governmental entity having a system for the distribution of electricity, whether operated under the authority of a board of the governmental entity, a department of the governmental entity or under the authority of a board created pursuant to chapter 52 of this title or by the authority of any other public or private act of the general assembly or pursuant to the charter of a municipality, and that operates an electric generation or distribution system that, as of June 23, 2009, distributes electricity purchased from the Tennessee Valley authority and also includes any municipality, county or other political subdivision of another state, whether operated under a board or as a county or municipal department that, as of June 23, 2009, distributes electricity purchased from the Tennessee Valley authority.