Industrial Development Corporation Board of Directors

After a certificate of incorporation has been issued by the secretary of state establishing an industrial development corporation for a county, the corporation is managed by a board of directors of any number not less than seven as established in the certificate of incorporation.  The directors must be qualified voters and taxpayers of the county. T.C.A. § 7-53-301. The Attorney General has opined that "taxpayers of the county" includes individuals making payment of any type of tax--not just property tax. Thus, membership cannot be limited to only landowners within the county. Tenn. Op. Atty. Gen. No. 99-142.

The directors of a county-sponsored industrial development corporation are elected by the county legislative body for terms of six years except for the initial election of three groups of directors with terms of two, four and six years to create staggered terms.  No director of a county-sponsored industrial development corporation may be an officer or employee of the county.  T.C.A. § 7-53-301. County officials may serve on the board of directors of a joint industrial development corporation; however, county employees are not eligible to serve on joint corporation boards. T.C.A. § 7-53-104. Directors serve without compensation except for reimbursement of actual expenses incurred in performance of their duties. T.C.A. § 7-53-301. Directors are required to complete a conflict of interest statement acknowledging that they have received a copy of § 12-4-101. The statement must include acknowledgements that the director understands that they are required to refrain from voting on matters in which the director is directly interested and that the director must disclose any matter in which they are indirectly interested before voting on the matter. A sample conflict of interest statement is available on the Tennessee Ethics Commission's website.