TCA § 7-56-203 — Organization of authority

The organization of the authority shall be as follows: The authority shall be governed by a board of directors; Membership of the board of directors shall consist of: The county mayor or the mayor in a county with a metropolitan form of government or their designees of each county becoming a member of the authority; The mayor or the mayor's designee of each city not already a member of the authority under subdivision (a)(2)(A) becoming a member of the authority; and One (1) member to be selected by the governing body of each county and city becoming a member of the authority; The term of each selected member shall be prescribed by the governing body making the selection; In the event that a single governmental jurisdiction in counties having a population of not less than twenty-seven thousand one hundred (27,100) nor more than twenty-seven thousand four hundred (27,400), according to the 1990 federal census or any subsequent federal census, establishes an authority, then the membership of the board of directors shall include those persons serving pursuant to subdivision (a)(2)(A) and shall also include three (3) additional members. Such additional three (3) members shall be selected by the governing body of the respective city or county; and In the event any county with a metropolitan form of government with a population of more than one hundred thousand (100,000), according to the 1990 federal census or any subsequent federal census, participates in an authority, the county shall have five (5) members on the board of directors of the authority. The members shall be the mayor or the designee of the mayor; one (1) member selected by the county legislative body; one (1) member from the county department of public works administration; and two (2) members appointed by the mayor, one (1) of whom shall be a representative of an industry served by the authority; Subdivision (a)(3)(A) does not apply to any railroad authority in which a county with a population of not less than twenty-seven thousand one hundred (27,100) nor more than twenty-seven thousand four hundred (27,400), according to the 1990 federal census or any subsequent federal census, participates; In the event that a single governmental jurisdiction in counties having a population of not less than twenty-seven thousand one hundred (27,100) nor more than twenty-seven thousand four hundred (27,400), according to the 1990 federal census or any subsequent federal census, establishes or participates in an authority, then the membership of the board of directors shall include those persons serving pursuant to subdivision (a)(2)(A) and shall also include three (3) additional members. The three (3) additional members shall be selected as follows: One (1) member shall be selected by each person serving pursuant to subdivision (a)(2)(A)(i) from a list of entities located in the official's county who are members of an association representing the entities utilizing the rail services provided by the authority; and One (1) member shall be selected jointly by both persons serving pursuant to subdivision (a)(2)(A)(i) from a list of a minimum of two (2) persons submitted by the chair of the association representing the entities utilizing the rail service provided by the authority; and The board of director positions created by subdivision (a)(4) shall not be subject to the residency requirement of subsection (c). In the event of failure to elect a successor to any member of the board, the member whose term has expired shall continue to serve until such member's successor has been duly elected as provided in subdivision (b)(2). In the event of the death or resignation of a member of the board, or the member's inability to serve prior to the expiration of the member's term, the member's successor shall be elected for the unexpired term by the remaining members of the board within thirty (30) days of the event. Any person at least twenty-five (25) years of age who has resided within the boundaries of the authority for a period of at least one (1) year immediately preceding such person's election shall be eligible to serve as a member of the board. Any director who ceases to regularly reside within the boundaries of the authority shall automatically become ineligible to serve in such office. Before entering upon their duties, all directors shall take and subscribe to an oath of office, as provided by the constitution and law for county and city officers. Copies of the oath of each director shall be filed with the county clerk of the applicable county. A majority of the directors shall constitute a quorum and the directors shall act by vote of a majority present at any meeting attended by a quorum, and vacancies among the directors shall not affect their power and authority so long as a quorum remains. Within thirty (30) days after their election as provided in subsection (a), the directors shall hold a meeting to elect a chair. The directors shall hold meetings at such times and places as the directors may determine. Special meetings may be called and held upon such notice and in such manner as the board of directors may, by resolution, determine. Save as otherwise expressly provided, the board of directors shall establish its own rules of procedure. The directors shall designate a secretary and a treasurer, or one (1) person as secretary-treasurer, and such person need not be a director. The secretary shall attend all regular and special meetings and keep minutes of such meetings. The minutes of meetings shall be available for inspection by the public at the office of the authority, at all reasonable times. The board of directors, by resolution, shall require the treasurer or the secretary-treasurer to execute a bond with an approved corporate surety, in such amount as the board may specify, for the faithful performance of the treasurer's or secretary-treasurer's duties and the accounting of all moneys and revenues that may come into the treasurer's or secretary-treasurer's hands. Such bond shall be filed with the secretary of state. The board of directors, by resolution, may require all other subordinate officers, or employees, to execute such fidelity bonds for the faithful performance of their duties and the accounting of funds that may come to their hands, in such an amount, with such conditions and such sureties, as the board of directors may determine. All members of the board of directors shall serve without compensation except by specific authorization by the board, upon vote by two-thirds (2/3) of the board; provided, however, that the members may receive any per diem allowance that may be appropriated for such director by the governing body of the county or city electing a director. Reasonable expenses incurred by members of the board while engaged in the business of the authority are subject to reimbursement by the authority. The board of directors may set reasonable compensation for officers of the authority consistent with their respective responsibilities, which may take into consideration such officer's responsibilities relating to financing of projects and facilities of the authority, in addition to other responsibilities. The directors shall be indemnified by the authority for any liability they might incur while acting in such capacity, other than for culpable negligence. Except as otherwise provided in this section, the directors shall be removable only for good cause, and after preferment of charges, as provided by law for county officers.