(a) The charter or bylaws must specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed five (5) years. In the absence of any term specified in the charter or bylaws, the term of each director shall be one (1) year. Directors may be elected for successive terms.
non profit

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Terms Used In Tennessee Code 48-58-105

  • Bylaws: means the code or codes of rules (other than the charter) adopted pursuant to chapters 51-68 of this title for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. See Tennessee Code 48-51-201
  • Charter: includes amended and restated charters and articles of merger. See Tennessee Code 48-11-201
  • 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
(b) Except in the case of designated or appointed directors, a decrease in the number of directors or term of office does not shorten an incumbent director’s term.
(c) Except as provided in the charter or bylaws:

(1) The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and
(2) The term of a director filling any other vacancy expires at the end of the unexpired term which such director is filling.
(d) Despite the expiration of a director’s term, the director continues to serve until a successor is elected, designated or appointed and qualifies, or until there is a decrease in the number of directors.
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