Tennessee Code Title 7. Consolidated Governments and Local Governmental Functions and Entities § 7-39-301

(a) The corporation shall have a board of directors in which all of the powers of the corporation shall be vested and which shall consist of any number of directors, no fewer than three (3), each of whom shall meet the qualifications for a director as set forth in § 7-39-103.

(b) The directors shall serve without compensation, except that they shall be reimbursed for their actual expenses incurred in and about the performance of their duties under this part.

(c) If the corporation is formed by a board, commission or other instrumentality of a municipality having jurisdiction, control and management of an energy distribution system as provided in §§ 7-39-102(4) and 7-39-201, the directors shall be appointed by the creating board, commission or instrumentality, or its successor, unless the board, commission or instrumentality waives the right to do so, and, if such waiver occurs or the corporation is formed by the body in which the general legislative powers of the municipality are vested, the directors shall be nominated by the mayor or other chief executive officer and elected by the governing body of the associated municipality. If a corporation is formed by another energy acquisition corporation, the directors shall be appointed by the board of directors of the creating energy acquisition corporation. Directors shall be elected so that they shall hold office for staggered terms. At the time of the election of the first board of directors, the governing body of the municipality shall divide the directors into three (3) groups containing as near equal whole numbers as may be possible. The first term of the directors included in the first group shall be two (2) years, the first term of the directors included in the second group shall be four (4) years, the first term of the directors included in the third group shall be six (6) years, and thereafter the terms of all directors shall be six (6) years. If, at the expiration of any term of office of any director, a successor has not been elected, then the director whose term of office shall have expired shall continue to hold office until the director's successor shall be so elected.

(d) The governing body of the associated municipality may remove a director for cause, and may appoint a director to serve out the term of any office that becomes vacant for any reason.