Tenn. Code Ann. § 43-16-120: Vacancies in board of directors - Filling

When a vacancy on the board of directors occurs other than by expiration of term, the remaining members of the board, by a majority vote, shall fill the vacancy, unless the bylaws provide for an election of directors by district stockholders. In that case, the board of directors shall immediately call a special meeting of the members or stockholders in that district to fill the vacancy.