1. The terms of the initial directors of a corporation expire at the first shareholders’ meeting at which directors are elected.
  2. The terms of all other directors expire at the next annual shareholders’ meeting following their election unless their terms are staggered under § 48-18-106, or unless the charter provides for terms of more than one (1) year but not more than three (3) years.
  3. Terms Used In Tennessee Code 48-18-105

    • Charter: includes amended and restated charters and articles of merger. See Tennessee Code 48-11-201
    • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
    • Directors: means natural persons, designated in the charter or bylaws or elected or appointed by the incorporators, and their successors and natural persons elected or appointed to act as members of the board, irrespective of the names or titles by which such persons are described. See Tennessee Code 48-51-201
    • Year: means a calendar year, unless otherwise expressed. See Tennessee Code 1-3-105

  4. A decrease in the number of directors does not shorten an incumbent director’s term.
  5. The term of a director elected to fill a vacancy expires at the next shareholders’ meeting at which directors are elected.
  6. Despite the expiration of a director’s term, the director continues to serve until a successor is elected and qualified or until there is a decrease in the number of directors.