TN Code § 64-2-304 (2021)
2021 Tennessee Code|Title 64 - Regional Authorities|Chapter 2 - Railroad Authorities|Part 3 - Tri-County Railroad Authority|§ 64-2-304. Organization and Operation — Board of Directors — Officers and Employees

 The organization of the authority shall be as follows:   The authority shall be governed by a board of directors;   Membership of the board of directors shall consist of:  The county judge or county mayor of each county becoming a member of the authority, in accordance with § 64-2-302;   The mayor of each city becoming a member of the authority, in accordance with § 64-2-302;   One (1) member to be selected by the governing body of each county and city becoming members of the authority. The term of each selected member shall be prescribed by the governing body making the selection; and   The county mayor and the mayor of each city whose governing body is a member of the authority may select a representative to the board of directors to serve in their respective steads. Any such person selected shall otherwise meet the requirements of subdivision (3)(C) and shall be approved by, and each person's term prescribed by, the governing body of the respective county or city, except the term of the person selected shall not extend past the remaining term of the elected official who selected the person. The person selected and approved by the respective governing body shall serve on the board of directors in the place of the official who selected the person and in all respects shall have the full powers and duties of a member of the board;      In the event of failure to elect a successor to any member of the board, the member whose term has expired shall continue to serve until the member's successor has been duly elected as provided in this section;   In the event of the death or resignation of a member of the board or the member's inability to serve prior to the expiration of the member's term, the member's successor shall be elected for the unexpired term by the remaining members of the board within thirty (30) days of the event;   Any person at least twenty-five (25) years of age who has resided within the boundaries of the authority for a period of at least one (1) year immediately preceding such person's election is eligible to serve as a member of the board of directors of the authority. Any director who ceases to regularly reside within the boundaries of the authority shall automatically become ineligible to serve in such office;     Before entering upon their duties, all directors shall take and subscribe to an oath of office, as provided by the constitution and law for county and city officers. Copies of the oath of each director shall be filed with the county clerk of the applicable county;    A majority of the directors shall constitute a quorum, and the directors shall act by vote of a majority present at any meeting attended by a quorum. Vacancies among the directors shall not affect their power and authority, so long as a quorum remains. Within thirty (30) days after their election as provided in this section, the directors shall hold a meeting to elect a chair. The directors shall hold meetings at such times and places as the directors may determine;   Special meetings may be called and held upon such notice and in such manner as the board may by resolution determine. Save as otherwise expressly provided, the board of directors shall establish its own rules of procedure;     The directors shall designate a secretary and a treasurer, or one (1) person as secretary-treasurer, and such person need not be a director. The secretary shall attend all regular and special meetings and keep minutes thereof. The minutes of meetings shall be available for inspection by the public at the office of the authority at all reasonable times;    The board, by resolution, shall require the treasurer or the secretary-treasurer to execute a bond with an approved corporate surety, in such amount as the board may specify, for the faithful performance of the treasurer's or secretary-treasurer's duties and the accounting of all moneys and revenues that may come into the treasurer's or secretary-treasurer's hands. Such bonds shall be filed with the secretary of state;   The board, by resolution, may require all other subordinate officers or employees to execute such fidelity bonds for the faithful performance of their duties and the accounting of funds that may come to their hands, in such an amount, with such conditions and such sureties, as the board may determine;     All members of the board shall serve without compensation but may receive any per diem allowance that may be appropriated by the governing body of the county or city electing a director, for such director. Reasonable expenses incurred by members of the board while engaged in the business of the authority are subject to reimbursement by the authority;   The directors shall be indemnified by the authority for any liability they might incur while acting in such capacity other than for culpable negligence; and   Except as otherwise provided in this section, the directors shall be removable only for good cause and after preferment of charges, as provided by law for county officers.