Exhibit3.1TENNESSEE VALLEY AUTHORITY ACTAN ACTTo improve the navigability and to provide for the flood control of the Tennessee River; toprovide for reforestation and the proper use of marginal lands in the Tennessee Valley;to provide for the agricultural and industrial development of said valley; to provide forthe national defense by the creation of a corporation for the operation of Governmentproperties at and near Muscle Shoals in the State of Alabama, and for other purposes.*Be it enacted by the Senate and House of Representatives of the United States of America inCongress assembled,*That for the purpose of maintaining and operating the properties now owned bythe United States in the vicinity of Muscle Shoals, Alabama, in the interest of the nationaldefense and for agricultural and industrial development, and to improve navigation in the TennesseeRiver and to control the destructive flood water in the Tennessee River and Mississippi RiverBasins, there is hereby created a body corporate by the name of the “Tennessee Valley Authority”(hereinafter referred to as the “Corporation”). The Board of Directors first appointed shall bedeemed the incorporator, and the incorporation shall be held to have been effected from the date ofthe first meeting of the Board. This Act may be cited as the “Tennessee Valley Authority Act of1933.” [48 Stat. 58-59, 16 U.S.C. sec. 831]     Sec. 2. MEMBERSHIP, OPERATION, AND DUTIES OF THE BOARD OFDIRECTORS.     (a) MEMBERSHIP.—          (1) APPOINTMENT.—The Board of Directors of the Corporation (referred to in this Act as the“Board”) shall be composed of 9 members appointed by the President by and with the advice andconsent of the Senate, at least 7 of whom shall be a legal resident of the service area of theCorporation.          (2) CHAIRMAN.—The members of the Board shall select 1 of the members to act as chairman ofthe Board.     (b) QUALIFICATIONS.—To be eligible to be appointed as a member of the Board, an individual—          (1) shall be a citizen of the United States;          (2) shall have management expertise relative to a large for-profit or nonprofit corporate,government, or academic structure;          (3) shall not be an employee of the Corporation;          (4) shall make full disclosure to Congress of any investment or other financial interest thatthe individual holds in the energy industry; and          (5) shall affirm support for the objectives and missions, of the Corporation, including beinga national leader in technological innovation, low-cost power, and environmental stewardship.     (c) RECOMMENDATIONS.—In appointing members of the Board, the President shall—          (1) consider recommendations from such public officials as—               (A) the Governors of States in the service area;               (B) individual citizens;
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               (C) business, industrial, labor, electric power distribution, environmental, civic, andservice organizations; and               (D) the congressional delegations of the States in the service area; and          (2) seek qualified members from among persons who reflect the diversity, including thegeographical diversity, and needs of the service area of the Corporation.     (d) TERMS.—          (1) IN GENERAL.—A member of the Board shall serve a term of 5 years. A member of the Boardwhose term has expired may continue to serve after the member’s term has expired until the date onwhich a successor takes office, except that the member shall not serve beyond the end of thesession of Congress in which the term of the member expires.          (2) VACANCIES.—A member appointed to fill a vacancy on the Board occurring before theexpiration of the term for which the predecessor of the member was appointed shall be appointed forthe remainder of that term.     (e) QUORUM.—          (1) IN GENERAL.—Five of the members of the Board shall constitute a quorum for thetransaction of business.          (2) VACANCIES.—A vacancy on the Board shall not impair the power of the Board to act.     (f) COMPENSATION.—          (1) IN GENERAL.—A member of the Board shall be entitled to receive—               (A) a stipend of—                    (i) $45,000 per year; or                    (ii)(I) in the case of the chairman of any committee of the Board created by the Board,$46,000 per year; or                         (II) in the case of the chairman of the Board, $50,000 per year; and               (B) travel expenses, including per diem in lieu of subsistence, in the same manner as personsemployed intermittently in Government service under section 5703 of title 5, United States Code.          (2) ADJUSTMENTS IN STIPENDS.—The amount of the stipend under paragraph (1)(A)(i) shall beadjusted by the same percentage, at the same time and manner, and subject to the same limitationsas are applicable to adjustments under section 5318 of title 5, United States Code.     (g) DUTIES.—          (1) IN GENERAL.—The Board shall—               (A) establish the broad goals, objectives, and policies of the Corporation that areappropriate to carry out this Act;               (B) develop long-range plans to guide the Corporation in achieving the goals, objectives, andpolicies of the Corporation and provide assistance to the chief executive officer to achieve thosegoals, objectives, and policies;               (C) ensure that those goals, objectives, and policies are achieved;