ex3-1amendedbylaws.htm

Exhibit 3.1

BYLAWS
OF
THE TENNESSEE VALLEY AUTHORITY

PREAMBLE

These Bylaws of the Tennessee Valley Authority are adopted by the Board of Directors
of the Tennessee Valley Authority in accordance with Section 4(e) of the Tennessee Valley
Authority Act of 1933, as amended (said Act hereafter referred to as the “TVA Act”).

ARTICLE I

Board of Directors

          Section 1.1 Number; Selection of Chairman. In accordance with Section 2(a)(1) of
the TVA Act, the Board of Directors shall consist of nine members appointed by the President of
the United States by and with the advice and consent of the United States Senate. The Board
of Directors shall select one of its members to serve as Chairman of the Board. The Chairman
shall serve a term of two years unless the Board decides otherwise. The term of the first
Chairman selected under the provisions of Section 2(a)(2) of the TVA Act shall expire on
May 18, 2008, unless the Board decides otherwise; and each subsequent term of a Chairman of
the Board shall expire on May 18 of each subsequent even-numbered calendar year. A
Chairman’s successor shall be selected by the Board at least ninety (90) calendar days prior to
the end of the term of the then current Chairman; provided, however, that if the position of
Chairman should become vacant prior to the end of a term due to resignation or any other
reason, the Board shall, not later than thirty (30) calendar days after the date upon which such
vacancy occurs, select a new Chairman to serve out the remainder of the current term.

          Section 1.2 Regular Meetings. Regular meetings of the Board of Directors will be
held at least four times each calendar year at such places and at such times as the Board of
Directors may from time to time determine, consistent with the requirements of Section 2(g)(2)
of the TVA Act. Notice of, and agendas for, regular meetings shall be given to all Board
members in advance of the meeting and shall be publicly disclosed in advance in accordance
with the requirements of the Government in the Sunshine Act, as amended.

          Section 1.3 Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board or a majority of the members of the Board of Directors then
in office and may be held at any time, date or place, as the person or persons calling the
meeting shall fix. Notice of the time, date and place of, and agenda for, such meeting shall be
given to all members in advance of the meeting and shall be publicly disclosed in advance in
accordance with the requirements of the Government in the Sunshine Act, as amended.

          Section 1.4 Remote Attendance at Meetings. Members of the Board of Directors, or
any committee designated by the Board, may participate in a meeting of such Board or
committee by means of conference telephone, audio/video transmission, or similar
communications medium, by means of which all persons participating in the meeting can
simultaneously communicate on a real-time basis with all other participants, and participation in
a meeting pursuant to this bylaw shall constitute presence in person at such meeting; provided
however, that personal attendance of Board members at meetings of the Board is strongly
encouraged. The proceedings of any Board meeting covered by this Section 1.4 shall be public,
and proper notice of the time, date, and place of, and agenda for, said meeting shall be publicly

disclosed in advance in accordance with the requirements of the Government in the Sunshine
Act, as amended.

          Section 1.5 Quorum; Vote Required for Action. In accordance with the provisions of
Section 2(e) of the TVA Act, five of the members of the Board shall constitute a quorum for the
transaction of business. Except as otherwise provided in these Bylaws or required by law, the
vote of a majority of the members either physically present or participating by remote
attendance in accordance with Section 1.4 of these Bylaws shall be the act of the Board of
Directors.

          Section 1.6 Vacancies. In the event that vacancies cause the Board to have fewer
than five members for any period of time, during any such period of time the members in office
may, as a Board without a quorum, continue to exercise those powers of the Board which are
necessary to assure continuity of operations of the Corporation along the lines established while
the Corporation was guided by a quorum of the Board, but shall not have the authority to direct
the Corporation into new areas of activity, to embark on new programs, or to change the
Corporation’s existing direction.

          Section 1.76 Organization. Meetings of the Board of Directors shall be presided over
by the Chairman of the Board. If the Chairman is unable to preside at a meeting of the Board,
the Chairman shall designate a member of the Board to preside in his or her absence; provided
that, in the absence of such a designation, the Chairman of the governance committee shall
preside in the absence of the Chairman of the Board.

          Section 1.87 Notational Approvals by Individual Directors. As long as personal notice
of said action for consideration by the Board of Directors, or a committee thereof, is provided to
individual members of the Board, or of the appropriate committee thereof, by electronic mail or
as otherwise specified by said individual Board member, any action required or permitted to be
taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting
if a majority of all members of the Board or such committee, as the case may be, approve such
action independently and individually in writing. Members shall normally have seven calendar
days during which they are to submit their individual votes unless the Chairman of the Board or
the Chairman of said committee of the Board, as appropriate, has specified that the deadline for
voting on a particular notational item will be a different number of calendar days; provided, that
in no event shall the deadline be fewer than three calendar days. The writings constituting such
approval shall be filed with the minutes of proceedings of the next Board or committee meeting
as appropriate.

          Section 1.98 Powers. The Board of Directors shall exercise all authorities that are
vested in the Board under the provisions of the TVA Act or under other provisions of law. The
Board of Directors may, to the extent permitted by law, delegate authorities of the Board to the
Chief Executive Officer or other officials of the Tennessee Valley Authority.Powers of the Board
of Directors. The principal responsibilities of the Board of Directors are to establish the broad
strategies, goals, objectives, long-range plans, and policies of the Corporation in a manner
consistent with the missions set forth in the TVA Act and to ensure that those are achieved by
the Chief Executive Officer. Accordingly, the Board of Directors has those powers and
authorities vested in the Board under the provisions of the TVA Act or under other provisions of
law to carry out those principal responsibilities. The Board of Directors may, to the extent
permitted by law, delegate authorities of the Board to the Chief Executive Officer or other
officials of the Corporation.

Section 1.109 Authorities of the Chairman of the Board. The principal responsibilities of
the Chairman of the Board are not executive in nature and are those vested in the Chairman of
the Board under these Bylaws. Accordingly, the Chairman of the Board has those authorities as
are necessary or appropriate to carry out the aforementioned principal responsibilities.

Section 1.119 Compensation of Board Members. Members shall be compensated in
accordance with the provisions of Section 2(f) of the TVA Act and other applicable provisions of
law.

ARTICLE II
Committees

Section 2.1 Committees. There shall, as a minimum, be an audit committee of Board
members as required by Section 2(g)(1)(I) of the TVA Act and a governance committee of
Board members. In addition, the Board may, from time to time by resolution passed by a
majority of the Board, designate one or more committees of Board members and specify the
responsibilities and duties of each such committee. The Chairman of the Board, in consultation
with the Chairman of the governance committee, shall appoint Board members to serve on each
committee. All appointees for the initial membership of committees newly-established by the
Board, and all appointees to fill all current committee vacancies at any time that such vacancies
may occur, shall be submitted by the Chairman of the Board to the Board for its approval as a
single slate of appointees. The Chairman of the Board shall select and designate which Board
member on each committee shall serve as Chairman of said committee. The Chairmen and
members of committees shall serve terms that run concurrently with the term of the Chairman of
the Board who appointed them to those positions.

Section 2.2 Committee Rules. Unless the Board of Directors otherwise provides,
each committee designated by the Board may make, alter and repeal rules for conduct of its
business. In the absence of such rules each committee shall conduct its business in the same
manner as the Board of Directors conducts its business.

ARTICLE III
Officers

Section 3.1 Chief Executive Officer; Officers; Selection; Qualifications; Resignation;
Vacancies. The Board of Directors shall choose and appoint a person to serve as Chief
Executive Officer of the Tennessee Valley Authority in accordance with the requirements and
qualifications specified for such position in Section 2(h) of the TVA Act. The Chief Executive
Officer shall serve at the pleasure of the Board of Directors. With the advice and consent of the
Board in accordance with Section 3(a) of the TVA Act, the Chief Executive Officer shall choose
and appoint such officers, managers, assistant managers, employees, attorneys, and agents as
are necessary for the transaction of the business of the Corporation.

Section 3.2 Authorities and Duties of Chief Executive Officer. The Chief Executive
Officer shall have all authorities and duties: (i) necessary or appropriate to carry out projects
and activities approved by the Board of Directors or to maintain continuity and/or reliability of
ongoing operations; (ii) expressly delegated to the Chief Executive Officer by action of the
Board; and (iii) vested in the Chief Executive Officer under the provisions of the TVA Act.The
principal responsibilities of the Chief Executive Officer are to achieve the broad strategies,
goals, objectives, long-range plans, and policies established by the Board of Directors for the
Corporation and to ensure the continuity and reliability of the Corporation’s operations.
Accordingly, the Chief Executive Officer has all powers, authorities, and duties necessary or
appropriate to carry out those principal responsibilities, including but not limited to those to carry
out projects and activities approved by the Board of Directors or to maintain continuity and/or
reliability of ongoing operations. In addition, the Chief Executive Officer shall have all powers,
authorities, and duties which are either: (i) delegated to the Chief Executive Officer by action of
the Board; or (ii) vested in the Chief Executive Officer under the provisions of the TVA Act or
any other provision of law.

Section 3.3 Primary Spokesperson. The Chief Executive Officer shall be the

Corporation’s primary spokesperson in communications with external individuals and entities.

Section 3.43 Compensation. In accordance with the provisions of Section 2(i) of the
TVA Act, the Board of Directors shall approve: (i) a compensation plan that specifies all
compensation (including salary or any other pay, bonuses, benefits, incentives, and any other
form of remuneration) for the Chief Executive Officer and employees of the Corporation and
(ii) on the recommendation of the Chief Executive Officer, shall approve the salaries of
employees whose annual salaries would be in excess of the annual rate payable for positions at
level IV of the Executive Schedule under section 5315 of title 5, United States Code. In
accordance with the provisions of Section 2(g)(1)(G) of the TVA Act, the Board of Directors shall
approve all compensation (including salary or any other pay, bonuses, benefits, incentives, and
any other form of remuneration) of all managers and technical personnel that report directly to
the Chief Executive Officer (including any adjustment to compensation).

Section 3.5 Interim Chief Executive Officer. The Chief Executive Officer shall
designate to the Board of Directors in writing which executive officer of the Corporation, or what
succession of executive officers of the Corporation, is authorized to serve in the position of
Chief Executive Officer on an interim basis in the event that the Chief Executive Officer
becomes unable to carry out his duties and responsibilities due to incapacitation, death, or
absence for any other reason. In such an event, the designated executive officer of the
Corporation shall serve as the Chief Executive Officer until such time as the Board of Directors
may decide otherwise. The Chief Executive Officer may, from time to time, revise the
aforementioned designation by informing the Board of Directors of such change in writing.

ARTICLE IV
TVA Board Practices System

Section 4.1 TVA Board Practices System. The “TVA Board Practices System” shall
contain practices approved by the Board for inclusion in the System which govern various Board
and Board Committee processes and activities or interpret provisions of these Bylaws. These
practices provide guidance to members of the Board and provide guidance or delegate
additional general authorities to the Chief Executive Officer in those cases where an
amendment to these Bylaws to accomplish such purposes is not deemed to be necessary.

Section 4.2 Adoption of New TVA Board Practices. The adoption by the Board of
Directors of any new TVA Board Practice shall require a vote in the affirmative by not less than
a majority of those members of the Board voting.

ARTICLE IVARTICLE V
Indemnification

Section 4.1 Section 5.1 Right to Indemnification. The Corporation shall indemnify and
hold harmless, to the fullest extent permitted by applicable law as it presently exists or may
hereafter be amended in a manner more favorable to indemnitees, any person (an
“Indemnitee”) who was or is made or is threatened to be made a party or is otherwise involved
in any threatened or pending claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative (a “proceeding”), by reason of the fact that he, she, or a person
for whom he or she is the legal representative, is or was a director or officer of the Corporation
or, while a director or officer of the Corporation, is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust, enterprise or nonprofit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees)
reasonably incurred by such Indemnitee. Notwithstanding the preceding sentence, except as
otherwise provided in Section 45.3, the Corporation shall be required to indemnify an
Indemnitee in connection with a proceeding (or part thereof) commenced by such Indemnitee
only if the commencement of such proceeding (or part thereof) by the Indemnitee was
authorized by the Board of Directors of the Corporation. At the Indemnitee’s election, the
Corporation shall provide or arrange for legal representation of the Indemnitee in defending any
proceeding against said Indemnitee in advance of its final disposition. The indemnification
provided by this Article VIV shall inure to the benefit of the heirs, executors and administrators
of the Indemnitee.

Section 4.2 Section 5.2 Payment of Expenses. The Corporation shall pay the expenses
incurred personally by an Indemnitee in defending any proceeding in advance of its final
disposition, provided, however, that any payment of such expenses in advance of the final
disposition of the proceeding shall be made only upon receipt of an undertaking by the
Indemnitee to repay all amounts advanced if it should ultimately be determined that the
Indemnitee is not entitled to be indemnified under this Article VIV or otherwise.

Section 4.3     Section 5.3 Other Sources. The Corporation’s obligation, if any, to indemnify
or to advance expenses to any Indemnitee who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or
nonprofit entity shall be reduced by any amount such Indemnitee may collect as indemnification
or advancement of expenses from such other corporation, partnership, joint venture, trust,
enterprise or nonprofit enterprise.

Section 4.4     Section 5.4 Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VIV shall not adversely affect any right or protection
hereunder of any Indemnitee in respect of any act or omission occurring prior to the time of such
repeal or modification.

Section 4.5     Section 5.5 Other Indemnification and Prepayment of Expenses. This Article
VIV shall not limit the right of the Corporation, to the extent and in the manner permitted by law,
to indemnify and to advance expenses to persons other than Indemnitees when and as
authorized by appropriate corporate action.

Section 4.6     Section 5.6 Indemnification Contracts. The Board of Directors is authorized to
cause the Corporation to enter into indemnification contracts with any director, officer, employee
or agent of the Corporation, or any person serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, including employee benefit plans, providing indemnification rights to such
person. Such rights may be greater than those provided in this Article VIV.

Section 4.7     Section 5.7 Effect of Amendment. Any amendment, repeal or modification of
any provision of this Article VIV shall be prospective only, and shall not adversely affect any
right or protection conferred on a person pursuant to this Article VIV and existing at the time of
such amendment, repeal or modification.

Section 4.8     Section 5.8 Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was or has agreed to become a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the Corporation as
a director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him or her and incurred by him or her or
on his or her behalf in any such capacity, or arising out of his or her status as such, whether or
not the Corporation would have the power to indemnify him or her against such liability under
the provisions of this Article VIV.

Section 4.9     Section 5.9 Savings Clause. If this Article VIV or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify each director and officer of the Corporation as to costs, charges and
expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with
respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative,
including an action by or in the right of the Corporation, to the full extent permitted by any
applicable portion of this Article VIV that shall not have been invalidated and to the full extent
permitted by applicable law.

ARTICLE VI
Miscellaneous

Section 56.1 Fiscal Year. The fiscal year of the Corporation shall be October 1 through

September 30, unless specified otherwise by Act of Congress.

          Section 56.2 Seal. The corporate seal shall have the name of the Corporation
inscribed thereon and shall be in such form as may be approved from time to time by the Board
of Directors.

          Section 56.3 Conflict-of-Interest Policy. In accordance with the requirements of
Section 2(g)(1)(E) of the TVA Act, the Board of Directors shall maintain and may, from time to
time, revise adopt and submit to the United States Congress a conflict-of-interest policy
applicable to members of the Board, the Chief Executive Officer, and all employees of the
Corporation. Any revisions to the aforementioned conflict-of-interest policy adopted by the
Board of Directors shall be submitted to the United States Congress.

          Section 56.4 Form of Records. Any records maintained by the Corporation in the
regular course of its business, including its books of account and minute books, may be kept on,
or be in the form of any information storage device, provided that the records so kept can be
converted into clearly legible form within a reasonable time.

          Section 56.5 Reliance Upon Books and Records. A member of the Board of Directors,
or a member of any committee designated by the Board of Directors shall, in the performance of
his or her duties, be fully protected in relying in good faith upon records of the Corporation and
upon such information, opinions, reports or statements presented to the Corporation by any of
the Corporation’s officers or employees, or committees of the Board of Directors, or by any
other person as to matters the member reasonably believes are within such other person’s
professional or expert competence and who has been selected with reasonable care by or on
behalf of the Corporation.

          Section 56.6 TVA Act Governs. In the event of any conflict between the provisions of
the TVA Act, or other applicable provisions of law, and these Bylaws, the provisions of the TVA
Act, or other applicable provisions of law, shall govern.

Section 56.7 Severability. If any provision of these Bylaws shall be held to be invalid,
illegal, unenforceable or in conflict with the provisions of the TVA Act, or other applicable
provisions of law, then such provision shall nonetheless be enforced to the maximum extent
possible consistent with such holding and the remaining provisions of these Bylaws (including
without limitation, all portions of any section of these Bylaws containing any such provision held
to be invalid, illegal, unenforceable or in conflict with the TVA Act, or other applicable provisions
of law, that are not themselves invalid, illegal, unenforceable or in conflict with the TVA Act, or
other applicable provisions of law) shall remain in full force and effect.

Section 56.8 Amendments. To the extent consistent with the provisions of the TVA
Act, the Board of Directors shall have the power to adopt, amend or repeal Bylaws of the
Corporation.