Tenn. Code § 56-27-105
A medical service plan corporation shall consist of a board of directors and of members, grouped in reasonable classes as the bylaws of the corporation as approved by the commissioner shall provide. The business of the corporation shall be managed by a board of directors of nine (9) persons possessing the same general qualifications as the incorporators, and selected by the members in the manner set out in the bylaws, for three-year terms. Five (5) members of the board shall be licensed doctors of medicine, nominated by the medical societies having territorial jurisdiction in the county in which the corporation has authority to operate, and the other four (4) members shall be representatives of the subscribers in the areas involved, and shall be nominated by the members of the corporation, and all nine (9) members of the board shall be elected by the members of the corporation as provided in this section. Directors or board members shall serve without pay for their work in this capacity, but may receive payment for particular services actually rendered, such as legal counsel, medical or surgical service, accounting or other required services, upon specific approval of the board of directors, the approval being made a part of the minutes of the board of directors.
T.C.A. § 56-27-105