# Tenn. Code Ann. § 48-101-107: Board of directors and officers > Tennessee · Statutes · In force URL: https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C101_S48-101-107 ## Section - **Citation:** Tenn. Code Ann. § 48-101-107 - **Heading:** Board of directors and officers - **Jurisdiction:** Tennessee - **Kind:** Statutes - **Status:** In force - **Text as of:** August 14, 2026 - **Source:** Compiled text - **Location:** TN Code / Title 48 / Chapter 101 / Section 48-101-107 ## Text (a) (1) The business and affairs of the corporation shall be managed and conducted by a board of directors, a president and treasurer, and such other officers and such agents as the corporation by its bylaws shall authorize. (2) The board of directors shall consist of such number, not less than fifteen (15) nor more than twenty-one (21), as shall be determined in the first instance by the incorporators and thereafter annually by the members and the stockholders of the corporation. (3) The board of directors may exercise all the powers of the corporation, except such as are conferred by law or by the bylaws of the corporation upon the stockholders or members, and shall choose and appoint all the agents and officers of the corporation and fill all vacancies, except vacancies in the office of director which shall be filled as hereinafter provided. (4) The board of directors shall be elected as hereinafter provided. The board of directors shall be elected in the first instance by the incorporators and thereafter at each annual meeting of the corporation, or, if no annual meeting shall be held in any year at the time fixed by the bylaws, at a special meeting held in lieu of the annual meeting. At each annual meeting, or at each special meeting held in lieu of the annual meeting, the members of the corporation shall elect two thirds (2/3) of the board of directors and the stockholders shall elect the remaining directors. (5) The directors shall hold office until the next annual meeting of the corporation or special meeting held in lieu of the annual meeting after their election and until their successors are elected and qualified, unless sooner removed in accordance with the bylaws. (6) Any vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the stockholders shall be filled by the directors elected by the stockholders. (b) Directors and officers shall not be responsible for losses unless the same shall have been occasioned by the willful misconduct of such directors and officers. Acts 1959, ch. 170, § 11; T.C.A., §§ 48-1707, 48-3-107. (a) (1) The business and affairs of the corporation shall be managed and conducted by a board of directors, a president and treasurer, and such other officers and such agents as the corporation by its bylaws shall authorize. (2) The board of directors shall consist of such number, not less than fifteen (15) nor more than twenty-one (21), as shall be determined in the first instance by the incorporators and thereafter annually by the members and the stockholders of the corporation. (3) The board of directors may exercise all the powers of the corporation, except such as are conferred by law or by the bylaws of the corporation upon the stockholders or members, and shall choose and appoint all the agents and officers of the corporation and fill all vacancies, except vacancies in the office of director which shall be filled as hereinafter provided. (4) The board of directors shall be elected as hereinafter provided. The board of directors shall be elected in the first instance by the incorporators and thereafter at each annual meeting of the corporation, or, if no annual meeting shall be held in any year at the time fixed by the bylaws, at a special meeting held in lieu of the annual meeting. At each annual meeting, or at each special meeting held in lieu of the annual meeting, the members of the corporation shall elect two thirds (2/3) of the board of directors and the stockholders shall elect the remaining directors. (5) The directors shall hold office until the next annual meeting of the corporation or special meeting held in lieu of the annual meeting after their election and until their successors are elected and qualified, unless sooner removed in accordance with the bylaws rs of the corporation shall elect two thirds (2/3) of the board of directors and the stockholders shall elect the remaining directors. (5) The directors shall hold office until the next annual meeting of the corporation or special meeting held in lieu of the annual meeting after their election and until their successors are elected and qualified, unless sooner removed in accordance with the bylaws. (6) Any vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the stockholders shall be filled by the directors elected by the stockholders. (1) The business and affairs of the corporation shall be managed and conducted by a board of directors, a president and treasurer, and such other officers and such agents as the corporation by its bylaws shall authorize. (2) The board of directors shall consist of such number, not less than fifteen (15) nor more than twenty-one (21), as shall be determined in the first instance by the incorporators and thereafter annually by the members and the stockholders of the corporation. (3) The board of directors may exercise all the powers of the corporation, except such as are conferred by law or by the bylaws of the corporation upon the stockholders or members, and shall choose and appoint all the agents and officers of the corporation and fill all vacancies, except vacancies in the office of director which shall be filled as hereinafter provided. (4) The board of directors shall be elected as hereinafter provided. The board of directors shall be elected in the first instance by the incorporators and thereafter at each annual meeting of the corporation, or, if no annual meeting shall be held in any year at the time fixed by the bylaws, at a special meeting held in lieu of the annual meeting. At each annual meeting, or at each special meeting held in lieu of the annual meeting, the members of the corporation shall elect two thirds (2/3) of the board of directors and the stockholders shall elect the remaining directors. (5) The directors shall hold office until the next annual meeting of the corporation or special meeting held in lieu of the annual meeting after their election and until their successors are elected and qualified, unless sooner removed in accordance with the bylaws. (6) Any vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the stockholders shall be filled by the directors elected by the stockholders. (b) Directors and officers shall not be responsible for losses unless the same shall have been occasioned by the willful misconduct of such directors and officers. Acts 1959, ch. 170, § 11; T.C.A., §§ 48-1707, 48-3-107. ## Nearby sections - [Tenn. Code Ann. § 48-101-101 Short title](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C101_S48-101-101.md) - [Tenn. Code Ann. § 48-101-102 Part definitions](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C101_S48-101-102.md) - [Tenn. Code Ann. § 48-101-103 Persons entitled to incorporate - Certificate of incorporation](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C101_S48-101-103.md) - [Tenn. Code Ann. § 48-101-104 Completion of corporate entity](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C101_S48-101-104.md) - [Tenn. Code Ann. § 48-101-105 Powers](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C101_S48-101-105.md) - [Tenn. Code Ann. § 48-101-106 First meeting and organization](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C101_S48-101-106.md) - [Tenn. Code Ann. § 48-101-107 Board of directors and officers](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C101_S48-101-107.md) - [Tenn. Code Ann. § 48-101-108 Right to purchase or transfer capital stock or obligations of corporation - Membership](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C101_S48-101-108.md) - [Tenn. Code Ann. § 48-101-109 No preemptive rights respecting unissued stock](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C101_S48-101-109.md) - [Tenn. Code Ann. § 48-101-110 Membership of financial institutions](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C101_S48-101-110.md) - [Tenn. Code Ann. § 48-101-111 Duration of membership - Withdrawal](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C101_S48-101-111.md) - [Tenn. Code Ann. § 48-101-112 Powers of stockholders and members - Voting](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C101_S48-101-112.md) - [Tenn. Code Ann. § 48-101-113 Loans to the corporation](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C101_S48-101-113.md) - [Tenn. Code Ann. § 48-101-114 Obligations of corporation are legal investments for members](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C101_S48-101-114.md) --- Source: Frix Law Library, https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C101_S48-101-107. Check the current official text before relying on it. Not legal advice.