4-17-407 - Issuance of negotiable bond and evidence of indebtedness Bond finance committee Loan committee.
4-17-407. Issuance of negotiable bond and evidence of indebtedness Bond finance committee Loan committee.
(a) The corporation has the power and is hereby authorized to issue from time to time its negotiable bonds or other evidences of indebtedness, including bond anticipation notes and refunding bonds, in conformity with applicable provisions of the Uniform Commercial Code of Tennessee, in such principal amounts as in the opinion of the corporation are necessary to provide sufficient funds for achieving the corporate purposes of the corporation.
(b) (1) There is hereby created a bond finance committee of the corporation.
(2) The bond finance committee shall be composed of the comptroller of the treasury, the state treasurer, the commissioner of economic and community development, and the president of the corporation.
(3) The state treasurer shall serve as chair of the bond finance committee, and the comptroller of the treasury shall serve as secretary.
(4) The committee shall appoint an assistant secretary to perform such duties as it directs and as may be delegated by this part.
(5) Three (3) or more members of the bond finance committee constitute a quorum, and the concurring vote of three (3) members is required for the approval of any matters coming before the committee for determination.
(6) Written minutes covering all the meetings and actions of the committee shall be prepared by the secretary and shall be kept on file, open for public inspection during reasonable business hours.
(7) The committee shall select bond counsel, financial advisors, underwriters, and such other professionals deemed necessary to assist the committee in the issuance, management and servicing of all debt issued by the corporation.
(8) (A) Upon approval by the committee of a plan for the issuance of debt, the plan for issuance shall be submitted to the board of directors for authorization to proceed.
(B) The board of directors shall, by majority vote, accept or reject the plan for the issuance of the debt.
(9) Bonds issued pursuant to this section shall bear the name Tennessee Industrial Finance Corporation Revenue Bonds.
(10) The security for such bonds may be based upon such revenues as are legally available.
(11) (A) In anticipation of the sale of such revenue bonds, the corporation may issue bond anticipation notes and may renew such notes from time to time.
(B) Such notes shall be paid from any revenues of the corporation available therefor and not otherwise pledged or from the proceeds of sale of the revenue bonds in anticipation of which they were issued.
(12) Any bond, note, or other form of indebtedness issued pursuant to this part shall mature no later than the end of the fortieth fiscal year after the fiscal year in which the bond was issued.
(c) (1) There is hereby created a loan committee of the corporation, the members of which shall be approved by the board of directors of the corporation.
(2) The loan committee shall be composed of the four (4) private sector board members and two (2) additional members selected by Tennessee Tomorrow, Inc.
(3) Loan committee members may designate a representative to attend meetings of the loan committee and to exercise their right to vote in their absence. Such designations must be made in writing to the chair of the loan committee.
(4) The loan committee shall review all applications for financing by the corporation and perform such credit analysis and other functions as shall be deemed necessary to prequalify borrowers for the corporation's debt issuance.
(5) The loan committee shall submit to the board of directors from time to time the approved applications. The board of directors shall, by majority vote, accept or reject the applications. Upon acceptance, the board shall submit the approved applications to the bond finance committee. The bond finance committee shall report to the board any applications deemed ineligible for debt financing. The loan committee shall select such staff and professionals deemed necessary to assist the committee in performing its duties for the corporation.
(d) The corporation is hereby declared to be performing a public function in behalf of the state and to be a public instrumentality of the state. Accordingly, the corporation and all properties at any time owned by it, and the income and revenues therefrom, and all bonds issued by it, and the income therefrom, shall at all times be free from taxation by the state or by any county, municipality or taxing district of the state, except for inheritance, transfer and estate taxes, and except to the extent such interest may be included within the measure of corporate privilege taxes imposed pursuant to state law. Also, for purposes of the Securities Act of 1980, compiled as title 48, chapter 2, part 1, and any amendment thereto or substitution therefor, bonds issued by the corporation shall be deemed to be securities issued by a public instrumentality or a political subdivision of the state.
(e) Bonds issued under this section shall be authorized by the corporation, may be issued in one (1) or more series, and shall bear such date or dates, be payable upon demand or mature at such time or times, bear interest rate or rates, be in such denomination or denominations, be in such form either with or without coupon or registered, carry such conversion or registration privileges, have such rank or priority, be executed in such manner, be payable in such medium of payments at such place or places, be subject to such terms of redemption, with or without premium, be secured in such manner, and have such other characteristics as may be set forth in the proceedings of the board of directors of the corporation under which the bonds shall be issued. Bonds issued under this section may be sold in such manner, either at public or private sale, and for such price as the board of directors may determine will effectuate the purposes of this part.
(f) In case a director whose signature appears on any bonds or coupons issued under this part ceases to be a director before the delivery of such bonds, such signature is, nevertheless, valid and sufficient for all purposes, the same as if such director had remained in office until such delivery.
[Acts 1995, ch. 443, § 7.]