# Tenn. Code Ann. § 48-58-101: Requirement for and duties of board of directors > Tennessee · Statutes · In force URL: https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-101 ## Section - **Citation:** Tenn. Code Ann. § 48-58-101 - **Heading:** Requirement for and duties of board of directors - **Jurisdiction:** Tennessee - **Kind:** Statutes - **Status:** In force - **Text as of:** August 14, 2026 - **Source:** Compiled text - **Location:** TN Code / Title 48 / Chapter 58 / Section 48-58-101 ## Text (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. Amended by 2014 Tenn. Acts, ch. 899,s 31, eff. 1/1/2015. Amended by 2014 Tenn. Acts, ch. 899,s 30, eff. 1/1/2015. Acts 1987, ch. 242, § 8.01. (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. (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 th 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. (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. Amended by 2014 Tenn. Acts, ch. 899,s 31, eff. 1/1/2015. Amended by 2014 Tenn. Acts, ch. 899,s 30, eff. 1/1/2015. Acts 1987, ch. 242, § 8.01. ## Nearby sections - [Tenn. Code Ann. § 48-58-101 Requirement for and duties of board of directors](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-101.md) - [Tenn. Code Ann. § 48-58-102 Qualifications of directors](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-102.md) - [Tenn. Code Ann. § 48-58-103 Number of directors](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-103.md) - [Tenn. Code Ann. § 48-58-104 Election, designation, and appointment of directors](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-104.md) - [Tenn. Code Ann. § 48-58-105 Terms of directors generally](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-105.md) - [Tenn. Code Ann. § 48-58-106 Staggered terms for directors](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-106.md) - [Tenn. Code Ann. § 48-58-107 Resignation of directors](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-107.md) - [Tenn. Code Ann. § 48-58-108 Removal of directors elected by members or directors](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-108.md) - [Tenn. Code Ann. § 48-58-109 Removal of designated or appointed directors](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-109.md) - [Tenn. Code Ann. § 48-58-110 Removal of directors by judicial proceeding](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-110.md) - [Tenn. Code Ann. § 48-58-111 Vacancy on board](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-111.md) - [Tenn. Code Ann. § 48-58-112 Compensation of directors](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-112.md) - [Tenn. Code Ann. § 48-58-201 Regular and special meetings](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-201.md) - [Tenn. Code Ann. § 48-58-202 Action without meeting](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-202.md) --- Source: Frix Law Library, https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-101. Check the current official text before relying on it. Not legal advice.