OLIVER WOOD et al.
JEFFERSON COUNTY ECONOMIC DEVELOPMENT OVER SIGHT COMMITTEE, INC.
Session Date: April 18, 2017
from the Chancery Court for Jefferson County No. 13-CV-212
Don R. Ash, Senior Judge 
and 2010, the legislative bodies of Jefferson County,
Jefferson City, and Dandridge enacted resolutions requesting
that the Jefferson County Chamber of Commerce create a
non-profit corporation to be called the Jefferson County
Economic Development Oversight Committee (EDOC). Its purpose
was to promote economic development in the county. In 2013, a
group of citizens filed this action seeking a declaration
that EDOC is subject to the provisions of the Tennessee
Public Records Act, Tenn. Code Ann. § 10-7-503 (2012),
and the Open Meetings Act, Tenn. Code Ann. § 8-44-101
et seq. (2016). After a bench trial, the court
denied the plaintiffs' requested relief. They appealed.
We find and hold that the undisputed facts establish that
EDOC performs a governmental function, recieves a substantial
amount of taxpayer funding, and is significantly involved
with and regulated by the governing city and county
legislative bodies. In light of our duty to broadly construe
and interpret the Public Records and Open Meetings Acts in
favor of governmental transparency and accountability, we
hold that the EDOC is subject to these acts. The judgment of
the trial court is reversed.
R. App. P. 3 Appeal as of Right; Judgment of the Chancery
Court Reversed; Case Remanded
Scott Hurley and Ryan N. Shamblin, Knoxville, Tennessee, for
appellants, John Gunn, Clarice Gunn, Jack Kenley, Charlotte
Kenley, Steve Monroe, Carol Monroe, Charles Crosby, Steve
Hammer, Bandi Hammer, Leroy Malone, Annette Loy, and Peggy
L. Gass and Anna C. Penland, Sevierville, Tennessee, for
appellee, Jefferson County Economic Development Oversight
Charles D. Susano, Jr., J., delivered the opinion of the
court, in which D. Michael Swiney, C.J., and J. Steven
Stafford, P.J., W.S., joined.
CHARLES D. SUSANO, JR., JUDGE
21, 2009, the Jefferson County Commission enacted "a
resolution requesting and approving the creation of a
non-profit corporation to be known as the Jefferson County
Economic Development Oversight Committee, Inc." The
resolution provides, in pertinent part, as follows:
WHEREAS, through an extensive community planning process,
Jefferson County, Tennessee (the "County"), along
with other participants in the community, developed a
strategic action plan (the "Strategic Plan") to
promote economic development in the County; and
WHEREAS, the balanced growth of the economy in the County
will help stabilize the tax base in the County and promote
job opportunities for the citizens of the County; and
WHEREAS, a primary governmental purpose of the County is
to promote economic development for the benefit of its
WHEREAS, the County desires that a non-profit corporation be
formed in order to coordinate the implementation of the
Strategic Plan; and
WHEREAS, the County intends to provide significant funding
for such non-profit corporation;
NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners
of the County (the "Governing Body"), as follows:
Section 1. Formation of Corporation. The County
hereby requests that the Jefferson County Chamber of Commerce
facilitate the creation of a non-profit corporation to be
known as the Jefferson County Economic Development Oversight
Committee, Inc. (the "Corporation"). The purpose of
the Corporation shall be to promote economic development
within the County and to oversee the utilization of public
and private resources to implement the Strategic Plan.
Section 2. Representation on the Board of Directors.
The Chairman of the County Commission, The County Mayor and
the Finance Director of the County shall be directors of the
Corporation with their service as such directors to coincide
with the terms of office of such persons.
Section 3. Additional Authorizations. All additional
acts and doings of the County Mayor and County Clerk of the
County and any other representative or officer of the County
which are in conformity with the purposes and intent of this
Resolution shall be and the same hereby are in all respects,
approved and confirmed.
(Italics added; underlining in original). On December 8,
2009, the Town of Dandridge's Board of Mayor and Aldermen
enacted a functionally identical resolution. On January 4,
2010, the Jefferson City Council followed suit, enacting its
own, nearly identically-worded, resolution.
EDOC was incorporated as a non-profit "public benefit
corporation" on July 26, 2010. Its charter states that
EDOC's purpose is "promoting economic development
and alleviating unemployment in Jefferson County, Tennessee
and other charitable purposes within the meaning of
§§ 501(c)(3) and 170(c)" of the Internal
Revenue Code. EDOC's application to the IRS for
tax-exempt status under section 501(c)(3) states, in
pertinent part, as follows:
The Jefferson County [EDOC] is the outgrowth of a
comprehensive strategic planning initiative in Jefferson
County, Tennessee to coordinate economic development
activities among the governmental entities in the County and
to plan and implement a new economic future for the County.
[EDOC's] primary purpose is to serve as the entity
that will centralize the economic development activities of
Jefferson County, the City of Jefferson City and Town of
Dandridge in order to undertake those activities in the most
efficient manner so that public funds are efficiently
utilized while leveraging private support. The Chair of
the County Commission and the Finance Director of Jefferson
County are members of the Board of Directors of [EDOC], and
the Mayors of the City of Jefferson City and the Town of
Dandridge also serve on the Board of Directors. Therefore,
public officials make up half of the members of the Board of
Directors of [EDOC]. The bylaws of [EDOC] provide that these
public officials serve ex officio on the Board of Directors
of [EDOC]. The governing bodies of Jefferson County, the City
of Jefferson City and the Town of Dandridge each adopted
resolutions acknowledging that economic development is a
primary governmental purpose and requesting the formation of
[EDOC] in order to promote economic development on their
behalves. . . . It is expected that the governmental entities
referenced above will provide approximately 60% of the
funding for [EDOC] to undertake its activities.
The specific activities that [EDOC] will undertake in order
to fulfill its economic development mission on behalf of the
County are several. First, [EDOC] will coordinate business
recruitment efforts on behalf of the County. . . . Second,
[EDOC] will provide support for existing local companies
through counseling and technical assistance. Third, [EDOC]
will make efforts to improve the retail climate in the County
so that the County will be an attractive location for retail
establishments. . . . Finally, [EDOC] will seek to enhance
recognition of the County as a tourist destination.
[EDOC's] purpose is not to provide services to specific
members. In fact, [EDOC] will have no members. Rather,
[EDOC's] mission is to coordinate the strategic
economic development efforts of the entire County, including
the public entities therein.
[EDOC's] charitable mission is therefore at least
twofold. First, it is lessening the burdens of government
by undertaking the economic development activities on
behalf of Jefferson County, the City of Jefferson City and
the Town of Dandridge. This type of coordinated
governmental effort is precisely what is needed is this
time of limited resources, and through such coordination,
[EDOC] is substantially lessening the burdens of government.
Secondly, [EDOC] is promoting the social welfare of the
community by reducing poverty through job growth and
combating community deterioration by addressing the decline
in the County's tax base.
filed their complaint on October 24, 2013. Following
discovery and the trial court's grant of partial summary
judgment to EDOC, which plaintiffs have not appealed, a trial
was conducted on May 24 and 25, 2016. Several public
officials testified: Darrell Helton, CEO of the Chamber of
Commerce and former Jefferson City Mayor and Jefferson County
Finance Director; David Seal, County Commissioner; George
Gantte, Mayor of Dandridge; Marty Mills, former County
Commission Chairman; and Mark Potts, Mayor of Jefferson City.
Several plaintiffs also testified, as did Jay Moser, a member
of the EDOC Board of Directors since its inception. The trial
court ruled that "the EDOC: (1) is not a 'public
body' so as to qualify as a 'governing body'
subject to the Open Meetings Act and (2) is not the
functional equivalent of a government agency subject to the
Public Records Act." Plaintiffs timely filed a notice of
issues presented are as quoted from plaintiffs' brief:
1. Whether the trial court erred in determining that EDOC is
not the functional equivalent of a government agency subject
to the Public Records Act.
2. Whether the trial court erred in determining that EDOC is
not a "public body" subject to the Open Meetings
facts pertinent to this appeal are generally not in dispute.
The interpretation and application of the Public Records Act
and the Open Meetings Act involve questions of law, which we
review de novo with no presumption of correctness.
Memphis Publ'g Co. v. Cherokee Children & Family
Servs., Inc., 87 S.W.3d 67, 79 (Tenn. 2002).
Tennessee Public Records Act provides that "[a]ll state,
county and municipal records shall, at all times during
business hours . . . be open for personal inspection by any
citizen of this state, and those in charge of the records
shall not refuse such right of inspection to any citizen,
unless otherwise provided by state law." Tenn. Code Ann.
§ 10-7-503(a)(2)(A). The Act further states that
"[a]ny citizen of Tennessee who shall request the right
of personal inspection of any state, county or municipal
record as provided in § 10-7-503, and whose request has
been in whole or in part denied . . . shall be entitled to
petition for access to any such record and to obtain judicial
review of the actions taken to deny the access." Tenn.
Code Ann. § 10-7-505(a).
seminal Memphis Publ'g Co. case, the Supreme
Court thoroughly analyzed the Act and observed as follows:
The Tennessee Public Records Act "governs the right of
access to records of government agencies in this state."
Cole v. Campbell, 968 S.W.2d 274, 275 (Tenn. 1998).
Through its provisions, the Act serves a crucial role in
promoting accountability in government through public
oversight of governmental activities.
The General Assembly has declared that the Act "shall be
broadly construed so as to give the fullest possible public
access to public records." Tenn. Code Ann. §
10-7-505(d) (1999). "Our . . . cases reflect the broad
construction of 'record' under the Act and a
consistent adherence to the policy of full public
access." Tennessean v. Electric Power Bd., 979
S.W.2d 297, 301 (Tenn. 1998). Accordingly, we . . . interpret
the terms of the Act liberally to enforce the public interest
in open access to the records of state, county, and municipal
87 S.W.3d at 74. Addressing the issue of "whether [a]
private entity's records should be subject to public
access, " id. at 78, the High Court stated as
[P]rivate entities that perform public services on behalf of
a government often do so as independent contractors.
Nonetheless, the public's fundamental right to scrutinize
the performance of public services and the expenditure of
public funds should not be subverted by government or by
private entity merely because public duties have been
delegated to an independent contractor. When a private
entity's relationship with the government is so extensive
that the entity serves as the functional equivalent of a
governmental agency, the accountability created by public
oversight should be preserved.
Consequently, in light of our duty to construe the Tennessee
Public Records Act liberally in favor of "the fullest
possible public access to public records, " we follow
the Connecticut Supreme Court and interpret records
"made or received . . . in connection with the
transaction of official business by any governmental
agency" to include those records in the hands of any
private entity which operates as the functional equivalent of
a governmental agency. In making this determination, we look
to the totality of the circumstances in each given case, and
no single factor will be dispositive. The cornerstone of this
analysis, of course, is whether and to what extent the entity
performs a governmental or public function, for we intend by
our holding to ensure that a governmental agency cannot,
intentionally or unintentionally, avoid its disclosure
obligations under the Act by contractually delegating its
responsibilities to a private entity. Beyond this
consideration, additional factors relevant to the analysis
include, but are not limited to, (1) the level of ...