UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13, 15(d), or 37 of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): April 3, 2008
TENNESSEE
VALLEY AUTHORITY
(Exact
name of registrant as specified in its charter)
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A
corporate agency of the United States created by an act of
Congress
(State
or other jurisdiction of incorporation or organization)
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000-52313
(Commission
file number)
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62-0474417
(IRS
Employer Identification No.)
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400
W. Summit Hill Drive
Knoxville,
Tennessee
(Address
of principal executive offices)
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37902
(Zip
Code)
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(865) 632-2101
(Registrant’s
telephone number, including area code)
None
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01 Other Items.
Changes
to the Bylaws of the Tennessee Valley Authority
During
its April 3, 2008 public meeting, the TVA Board of Directors (the “Board”)
approved the following changes to TVA’s Bylaws.
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Section
1.6 was added to provide that when Board vacancies result in there being
less than a quorum (less than 5 members), the Board may continue to
exercise such powers as are necessary to assure continuity of operations
along the lines established by the Board when it had a quorum, but may not
direct TVA into new areas of activity, embark on new programs, or change
TVA’s existing direction.
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•
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Section
1.9 (formerly Section 1.8) was replaced with a more specific statement
that the principal responsibilities of the Board are to establish “the
broad strategies, goals, objectives, long-range plans, and policies” of
TVA 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.”
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•
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Section
1.10 was added to specify that the authorities of the Chairman of the
Board are those necessary or appropriate to carry out the responsibilities
vested in the Chairman under the
Bylaws.
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•
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Section
3.2 was revised to specify that the principal responsibilities of the
Chief Executive Officer (“CEO”) are to achieve the broad strategies,
goals, objectives, long-range plans, and policies established by the
Board, as well as to ensure the continuity and reliability of TVA’s
operations.
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•
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Section
3.3 was added to provide that the CEO is TVA’s primary spokesperson in
communications with external individuals and
entities.
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•
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Section
3.5 was added to specify that the CEO would identify to the Board which
TVA executive officer, or succession of executive officers, would serve in
the CEO’s stead in the event the CEO became unable to carry out his or her
duties and responsibilities for any reason. Such executive
officer would serve as CEO until such time as the Board decided
otherwise.
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Article
IV was added to specify that the TVA Board Practices system is the means
used by the Board to (i) define Board and Board Committee processes beyond
what is specified in the Bylaws, (ii) interpret Bylaw provisions, and
(iii) provide guidance or delegate additional authorities to the
CEO.
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Section
6.3 (formerly Section 5.3) was modified to recognize that (i) the Board
has already approved and provided to Congress (as information) a
conflict-of-interest policy applicable to Board members, the CEO, and all
TVA employees and (ii) any subsequent changes to that policy adopted by
the Board shall also be provided to
Congress.
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A copy of the amended Bylaws is filed as Exhibit 99.1.
President’s
Report
On April
3, 2008, Tom Kilgore, TVA’s President and Chief Executive Officer, presented a
report at the public meeting of the Board. In his report, Mr. Kilgore
discussed, among other things, TVA’s highlights and hard spots for the second
quarter of fiscal year 2008, which ended March 31, 2008. A copy of
the materials used in Mr. Kilgore’s report is furnished as Exhibit 99.2 and can
also be found on TVA’s website at www.tva.com/finance.
Item
9.01 Financial Statements and Exhibits.
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EXHIBIT
NO.
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DESCRIPTION
OF EXHIBIT
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99.1
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TVA’s
Bylaws adopted by the Board on May 18, 2006, and amended on April 3,
2008.
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99.2
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Materials
used in Mr. Kilgore’s April 3, 2008
report.
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
Tennessee
Valley
Authority
(Registrant)
Date: April 9,
2008 /s/ John M. Thomas,
III
John M. Thomas, III
Vice President and
Controller
EXHIBIT
INDEX
Exhibit 99.1 is filed pursuant to Item
8.01 hereof, and Exhibit 99.2 is furnished pursuant to Item 8.01 hereof and
shall not be deemed to be filed under the Securities Exchange Act of
1934.
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EXHIBIT
NO.
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DESCRIPTION
OF EXHIBIT
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99.1
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TVA’s
Bylaws adopted by the Board on May 18, 2006, and amended on April 3,
2008.
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99.2
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Materials
used in Mr. Kilgore’s April 3, 2008
report.
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