Tennessee Code Title 56. Insurance § 56-21-121

Every policyholder in good standing of any company doing business under this chapter shall have one (1) vote at the election of the board of directors, and may vote either in person or by proxy. Guarantors in a guaranty capital company shall have one (1) vote each for each of their respective paid-up shares, and may vote either in person or by proxy. Not less than two thirds ( 2/3 ) of the directors in any such company shall be residents of this state. No person not a policyholder or guarantor shall be eligible to hold any principal office or be a director in any such company.