                 IN THE COURT OF APPEALS OF TENNESSEE
                            AT KNOXVILLE
                                  December 6, 2000 Session

     KNOX COUNTY EDUCATION ASSOCIATION v. KNOX COUNTY
                BOARD OF EDUCATION, ET AL.

                      Appeal from the Chancery Court for Knox County
                        No. 135371-1    John F. Weaver, Chancellor

                                              FILED FEBRUARY 2, 2001

                                 No. E2000-01019-COA-R3-CV


This is an action brought by the Knox County Education Association seeking a declaratory judgment
and injunctive relief against the Knox County Board of Education and its then-superintendent, Allen
Morgan. The trial court found that provisions of a private act granting tenure to principals employed
in the Knox County School System were repealed and superseded by the enactment in 1992 of a
public act, the Education Improvement Act, and that the private act, to the extent that it conflicts
with the general law, violates Article XI, Section 8 of the Tennessee Constitution. The trial court
further found that Knox County principals are not members of the bargaining unit represented by
the Knox County Education Association as to the subjects of performance, accountability, and
contract renewal. The Knox County Education Association appeals, arguing (1) the trial court erred
in finding that provisions of the private act were repealed by the Education Improvement Act and
(2) the trial court erred in concluding that school principals are not members of the bargaining unit
as to the subjects of performance, accountability, and contract renewal. We affirm.

          Tenn. R. App. P. 3 Appeal as of Right; Judgment of the Chancery Court
                               Affirmed; Case Remanded

CHARLES D. SUSANO, JR., J., delivered the opinion of the court, in which HOUSTON M. GODDARD,
P.J., and HERSCHEL P. FRANKS, J., joined.

Richard L. Colbert and Kurtis J. Winstead, Nashville, Tennessee, for the appellant, Knox County
Education Association.

Martha Haren McCampbell, Knoxville, Tennessee, for the appellees, Knox County Board of
Education and Allen Morgan, Superintendent of Knox County Schools.

                                            OPINION
                                             I. General Overview

       The Knox County Education Association (“the KCEA”) is the recognized professional
employees’ organization representing all certified employees of the Knox County School System.
The Knox County Board of Education (“the Board”) manages and controls the public schools in the
Knox County School System. The defendant Allen Morgan, as the Superintendent, was the chief
administrative official of the Knox County School System at the time this action was commenced.1

        The Legislature enacted Chapter 18 of the Tennessee Private Acts of 1937 (“the Private
Tenure Act”), a private act that the parties agree is applicable to Knox County. The Private Tenure
Act, as amended2, provides that “civil service or permanent tenure” applies to all principals,
teachers, supervisors of instruction, clerks, and secretaries employed by the local board of education
upon four years of service and that such tenured employees may not be suspended, demoted or
discharged from service except for inefficient service, neglect of duty, or improper conduct. The
Private Tenure Act further provides that a tenured employee may not be dismissed, discharged,
demoted or changed from one position or class to another position or class at a reduced salary, unless
and until charges as specified by the private act, as amended, have been filed and sustained against
the employee. When Knox County adopted its charter in 1988, the Private Tenure Act was adopted
as a part of that foundation document.

        The Legislature enacted a public act, the Teacher Tenure Act, T.C.A. § 49-5-501, et seq. in
1951. The Teacher Tenure Act provides that a teacher may be dismissed for incompetence,
inefficiency, neglect of duty, unprofessional conduct or insubordination, T.C.A. § 49-5-511(a)(2)
(Supp. 2000), and that a teacher may be transferred from one location or type of work to another for
which the teacher is qualified, provided the transfer is made in accordance with board policy and any
locally negotiated agreement. T.C.A. § 49-5-510 (Supp. 2000). The term “teacher” includes
principals, supervisors, superintendents, and other certificated personnel. T.C.A. § 49-5-501(10)
(1996). However, the Teacher Tenure Act specifically provides that it has no effect upon the
operation of local or private tenure acts already in existence, T.C.A. § 49-5-502(b)(1) (1996), such
as the Private Tenure Act applicable to Knox County.

       The controversy in this case stems from the fact that, in 1992, the Legislature enacted the
Education Improvement Act (“the EIA”), 1992 Tenn. Pub. Acts ch. 535, which amended various
provisions of Titles 8 and 49 of the Code. The EIA, among other things, abolished the elected office
of county school superintendent and replaced it with an appointed superintendent or “director of
schools”, who would be directly employed by the local board of education. T.C.A. § 49-2-301(d)
(Supp. 2000). The EIA took effect on July 1, 1992; however, superintendents who had been elected
and were in office on that date were allowed to complete their terms. T.C.A. § 49-2-301(c) (Supp.


       1
           The present appointed Superintendent of Knox County Schools is Dr. Charles Lindsey.

       2
           The Private Tenure Act was amended by 1945 Tenn. Priv. Acts ch. 345.

                                                       -2-
2000). Superintendent Morgan completed his elected term of office and began serving as an
appointed superintendent on September 1, 1996.

        The EIA vests in the appointed superintendent powers that previously had been reserved for
the local boards of education. Significantly, the superintendent is empowered to fill the position of
principal for schools under the superintendent’s jurisdiction. T.C.A. § 49-2-303(a)(1) (1996). The
EIA provides that each principal’s employment contract must be in writing, that it may not exceed
the contract term of the superintendent, and that it may be renewed. Id. The contracts are required
to include performance standards and to provide for written evaluations by the superintendent. Id.
Reasons for non-renewal of a contract include inadequate performance, as determined by the written
evaluations. Id. The EIA further provides that a principal who has tenure as a teacher retains the
rights of that tenure. Id.

      In 1997, Superintendent Morgan presented employment contracts to all principals in the
Knox County School System, which contracts provided, in pertinent part, as follows:

               This contract may be renewed, but such renewal shall not extend the
               ending date past the ending date in the superintendent’s employment
               contract. The superintendent may nonrenew the contract for any
               reason deemed appropriate, except that such nonrenewal shall not be
               based on discriminatory reasons. The superintendent shall inform the
               principal of such nonrenewal on or before May 15 of the year in
               which the contract expires.

                                      *       *         *

               This contract may be unilaterally terminated by the superintendent for
               inadequate performance or for any of the causes listed in Tennessee
               Code Annotated, Title 49, Part 5. A principal with tenure whose
               contract is terminated under this section shall be transferred to
               another professional position for which he is licensed and qualified.
               Nothing in this contract shall be construed to prevent the board from
               terminating a tenured principal from employment for cause.

        The KCEA brought this action, seeking (1) a declaration that the Private Tenure Act, as
amended, and the Knox County Charter govern the rights, privileges and tenure status of employees
of the Knox County School System; (2) a declaration that the employment contract proposed by
Superintendent Morgan to the principals of Knox County violates the principals’ rights under the
Private Tenure Act as well as under the Education Professional Negotiations Act, T.C.A. § 49-5-601,
et seq.; (3) an injunction enjoining the Board of Education and Superintendent Morgan from
insisting upon the execution of the employment contract as a condition of continued employment
with the Knox County School System; (4) a declaration that the principals of the Knox County
School System are members of the bargaining unit represented by the KCEA and are entitled to all

                                                  -3-
the benefits of the Memorandum of Agreement negotiated between the Board and the KCEA; and
(5) an injunction prohibiting the Board or Superintendent Morgan from attempting to require
principals to give up any benefits of the Memorandum of Agreement as a condition of continued
employment as principals.3

        Following a bench trial, the court below filed its memorandum opinion, in which it found
that the employment contract presented to Knox County principals is valid. The court declared that
the provisions of the Private Tenure Act relating to the tenure rights of employees as principals
conflict with the EIA and therefore were repealed and superseded by the latter general law. The
court found no reasonable basis for treating principals in Knox County differently from principals
in other parts of the state; therefore, it concluded that the Private Tenure Act, to the extent that its
provisions are inconsistent with the EIA, is invalid under Article XI, Section 8 of the Tennessee
Constitution. It further found that because a principal’s rights are statutory and therefore may be
rescinded without compensation, the power of superintendents to nonrenew a principal’s contract
under the EIA does not violate the Due Process Clause of the Fourteenth Amendment to the United
States Constitution. Finally, the trial court found that principals are members of the bargaining unit
represented by the KCEA for all purposes except for performance, accountability, and contract
renewal. This appeal followed.

                                              II. Standard of Review

      In this non-jury case, our review is de novo upon the record of the proceedings below;
however, that record comes to us with a presumption that the trial court’s factual findings are correct.
Tenn. R. App. P. 13(d). We must honor that presumption unless we find that the evidence
preponderates against the trial court’s factual findings. Union Carbide Corp. v. Huddleston, 854
S.W.2d 87, 91 (Tenn. 1993). The trial court’s conclusions of law, however, are not accorded the
same deference. Campbell v. Florida Steel Corp., 919 S.W.2d 26, 35 (Tenn. 1996).

                                                III. Applicable Law

        For the convenience of the reader, the text of the pertinent provisions of the Private Tenure
Act, the Teacher Tenure Act, and the Education Improvement Act are set out below. The Private
Tenure Act provides, in pertinent part, as follows:

                                                       Section 1




         3
          The KCEA also alleged in its complaint that certain personnel policies adopted by the Board on March 5,
1997, pertaining to the tenure rights of teachers violate the P rivate Tenure Act and the Knox County Charter. The trial
court found that these policies did in fact violate the tenure rights of teachers as provided by the Private Tenure Act and
the Charter. It therefore enjoined the Board and the Superintendent from applying and enforcing these personnel
policies. Th at holding is not a subje ct of this app eal.

                                                           -4-
That all counties of this State having a population of not less than
155,000 and not more than 157,000 according to the Federal Census
of 1930 or any subsequent Federal Census, civil service or permanent
tenure shall apply to all employees of the Boards of Education of the
counties coming within the provisions of this Act occupying the
positions of principals, teachers, supervisors of instruction, clerks and
secretaries, provided, that no persons occupying the positions of
principals, teachers, supervisors of instruction, clerks and secretaries,
shall be under civil service or permanent tenure unless and until they
have been employed by the Boards of Education of said counties for
the fourth year from the time of their employment....

                               Section 2

That neither the Board of Education, nor any member thereof, nor the
Superintendent of Schools, nor any other official of the Boards of
Education of Department of Education of any of the counties coming
within the provisions of this Act, shall have any right to discharge,
suspend, demote, or change any employee made subject to civil
service or permanent tenure by the provisions of this Act, from one
position or class to another position or class with the Department of
Education of said counties at a reduced salary, unless and until
charges as specified herein shall have first been filed and sustained
against such employee in the manner herein provided.

                               Section 3

That employees under civil service or permanent tenure by the
provisions of this Act may be suspended, demoted, or discharged
from service for inefficient service, neglect of duty, or improper
conduct, in the following manner:
(a) The Superintendent of Schools or any Supervisor of schools, or
any principal, or any ten patrons of the school in question may prefer
charges against any such employee....
(b) After preferment and filing of charges as above set out, the
employee charged shall be entitled to a hearing before the Board of
Education....
(c) Either party dissatisfied with the decision of the Board of
Education shall have the right of appeal therefrom to the Chancery
Court of the County in which such hearing is held within ten days
after receipt of notice of the decision of the Board of Education by the
employee charged, except in cases of demotion only, in which cases


                                  -5-
              the decisions of the Board of Education shall be final and no appeal
              shall be allowed....


The Teacher Tenure Act provides, in pertinent part, as follows:

                                   T.C.A. § 49-5-501(10) (1996)

              “Teacher” includes teachers, supervisors, principals, superintendents
              and all other certificated personnel employed by any local board of
              education, for service in public, elementary and secondary schools in
              Tennessee, supported in whole or in part by state or federal funds.

                                   T.C.A. § 49-5-502(b) (1996)

              This part shall not affect the operation of local or private tenure acts
              in operation on March 1, 1951, applying to counties, municipalities
              or special school districts.

                                  T.C.A. § 49-5-510 (Supp. 2000)

               The superintendent, when necessary to the efficient operation of the
               school system, may transfer a teacher from one location to another
               within the school system, or from one type of work to another for
               which the teacher is qualified and licensed; provided, that transfers
               shall be acted upon in accordance with board policy and any locally
               negotiated agreement.

                               T.C.A. § 49-5-511(a)(2) (Supp. 2000)

               The causes for which a teacher may be dismissed are as follows:
               incompetence, inefficiency, neglect of duty, unprofessional conduct
               and insubordination....

The Education Improvement Act provides, in pertinent part, as follows:

                               T.C.A. § 49-2-203(a)(1) (Supp. 2000)

               It is the duty of the local board of education to:
               (1) Elect, upon the recommendation of the superintendent, teachers
               who have attained or are eligible for tenure and fix the salaries of and
               make written contracts with such teachers....


                                                 -6-
                 T.C.A. § 49-2-301(d) (Supp. 2000)

In place of the abolished office of county superintendent of public
instruction, each local board of education is authorized to employ a
director of schools, as provided for in § 49-2-203, subject to
requirements of law. This director of schools may be referred to as
“superintendent” but all references to or duties or powers of the
former county superintendents of public instruction shall be deemed
to be references to or powers or duties of the director of schools.
Failure to change a reference to “county superintendent” to
“superintendent” or “director of schools” shall not be deemed to
continue to revive the former office of position of county
superintendent, it being the intention herein to convert the former
elected office of superintendent of public instruction to an
administrative position filled by the applicable local board of
education.

             T.C.A. § 49-2-301(f)(1)(EE) (Supp. 2000)

It is the duty of the board of education to assign to its superintendent
the duty to:
                         *       *      *
(EE) Within the approved budget and consistent with existing state
laws, board policies and locally negotiated agreements covering
licensed personnel, to employ, transfer, suspend, non-renew and
dismiss all personnel, licensed or otherwise, except as provided in §
49-2-203(a)(1) and in chapter 5, part 5 of this title [which includes the
Teacher Tenure Act]. Nothing in this subdivision shall be construed
to alter, diminish, or supersede the Education Professional
Negotiations Act, compiled in chapter 5, part 6 of this title.

                   T.C.A. § 49-2-303(a)(1) (1996)

Each local superintendent shall employ principals for the public
schools. The employment contract with each principal shall be in
writing, shall not exceed the contract term of the current
superintendent, and may be renewed. The contract shall specify
duties other than those prescribed by statute and shall include
performance standards and require periodic written evaluations by the
superintendent to be conducted in the manner and with the frequency
that the superintendent determines proper. Reasons for the
nonrenewal of a contract may include, but are not limited to,
inadequate performance as determined by the evaluations. A

                                  -7-
               principal who has tenure as a teacher shall retain all rights of such
               status, expressly including those specified in § 49-5-510.



                          IV. Effect of the EIA on the Private Tenure Act

         The KCEA argues that the trial court erred in concluding that the EIA repealed the provisions
of the Private Tenure Act conferring tenure upon principals in the Knox County School System.
First, it argues that the Private Tenure Act is not in conflict with the EIA and therefore was not
repealed by implication. Second, the KCEA contends that a repeal of the tenure status conferred by
the Private Tenure Act upon Knox County principals violates due process. Third, the KCEA argues
that the Private Tenure Act is not impermissible special legislation because there is a reasonable
basis for the classification. We will address each of these arguments in turn.

                                     A. Repeal by Implication

        We begin our discussion with a review of the applicable rules of statutory construction. The
primary goal of statutory construction is “to ascertain and give effect to the intention and purpose
of the legislature.” Carson Creek Vacation Resorts, Inc. v. Department of Revenue, 865 S.W.2d
1, 2 (Tenn. 1993). Courts are to construe legislative intent “primarily from the natural and ordinary
meaning of the language used, id., “read in the context of the entire statute, without any forced or
subtle construction which would extend or limit its meaning.” National Gas Distribs., Inc. v. State,
804 S.W.2d 66, 67 (Tenn. 1991). If a statute is unambiguous, legislative intent is determined from
the face of the statute. Carson Creek Vacation Resorts, Inc., 865 S.W.2d at 2. It is not for the
courts to question the wisdom of a legislative act. We “must take statutes as [we] find them.”
Tennessee Mfr’d Housing Ass’n v. Metropolitan Gov’t, 798 S.W.2d 254, 257 (Tenn. Ct. App.
1990).

        The trial court found that the Private Tenure Act, as it pertains to principals, conflicts with
the EIA; the court therefore concluded that the EIA repealed and superseded those provisions of the
Private Tenure Act. Although a private act is superseded as far as is necessary to give effect to a
general statutory scheme of statewide application, Kentucky-Tennessee Clay Co. v. Huddleston, 922
S.W.2d 539, 542 (Tenn. Ct. App. 1995), repeals by implication are disfavored and are recognized
only when no reasonable construction allows the subject acts to stand together. Cronin v. Howe,
906 S.W.2d 910, 912 (Tenn. 1995). A construction that places one act in conflict with another must
be avoided; thus, courts must resolve any possible conflict between acts in favor of each other, “so
as to provide a harmonious operation of the laws.” Id. A repeal by implication is found only when
a conflict between the acts is inescapable. Pacific Eastern Corp. v. Gulf Life Holding Co., 902
S.W.2d 946, 954 (Tenn. Ct. App. 1995).

        Our review of the pertinent provisions of the Private Tenure Act and the EIA persuades us
that there is an inescapable conflict between the two acts. Under the Private Tenure Act, principals

                                                 -8-
are employed by the local board of education, whereas the EIA provides that principals are employed
by the superintendent. The Private Tenure Act provides that a principal, in his or her capacity as a
principal, is eligible for “permanent tenure” upon completion of four years of service; under the EIA,
principals are employed under contracts for a definite term, which contracts are subject to renewal
or nonrenewal based on a number of factors including the adequacy of the principal’s performance,
as determined by the superintendent. Inasmuch as the acts provide different standards for the
employment and tenure of principals, they cannot be reconciled; therefore, we find that the trial court
correctly found that these provisions of the Private Tenure Act pertaining to principals are in conflict
with the EIA and, therefore, are repealed by implication.

        The KCEA argues that the EIA and the Private Tenure Act are not inconsistent because, so
the argument goes, a superintendent’s power under the EIA is subject to the Teacher Tenure Act
under the provisions of T.C.A. § 49-2-301(f)(1)(EE).4 Having made this last observation, the KCEA
takes its argument one step further and focuses on that provision of the Teacher Tenure Act reciting
that the latter act “shall not affect the operation of local or private tenure acts.” See T.C.A. § 49-5-
502(b) (1996). The KCEA concludes from this that the superintendent is precluded from employing,
transferring, suspending, non-renewing or dismissing Knox County personnel in a manner contrary
to Knox County’s Private Tenure Act. We disagree with the KCEA’s interpretation of T.C.A. § 49-
2-301(f)(1)(EE). As pertinent here, that statute simply provides that a superintendent’s personnel
decisions must conform to the Teacher Tenure Act. In our judgment, the requirement of compliance
with the Teacher Tenure Act found in the EIA, see T.C.A. § 49-2-301(f)(1)(EE), contemplates
compliance with the substantive provisions of the Teacher Tenure Act. In construing the statutes
under discussion, we cannot strain the EIA’s “except as provided in” language to bootstrap and
include a subtle trumping of the EIA by Knox County’s Private Act. Simply stated, we do not
believe that a fair construction of the EIA and the Teacher Tenure Act can lead to the construction
urged by the KCEA. We believe that had the Legislature intended for private tenure acts touching
upon the employment and tenure of principals to be unaffected by the enactment of the EIA, it would
have explicitly stated just that, i.e., that the EIA would not apply to counties under private acts with
contrary provisions. In fact, the Legislature made no explicit exception to the scope of the EIA and
we decline to read one into the statutory scheme via the strained construction urged by the KCEA.

        The KCEA also argues that a repeal by implication of principals’ tenure rights under the
Private Tenure Act results in lesser rights being afforded to Knox County principals than are
afforded principals who have tenure as teachers under the Teacher Tenure Act. It contends that, if
the Private Tenure Act is repealed, Knox County principals would not be protected from transfers
that are arbitrary and capricious, politically motivated, or otherwise improper. We disagree.




         4
         In its brief, the KCEA refers to this provision as T.C.A. § 49-2-301(f)(31). The statute was amended in 1998,
however, and wa s renum bered as § 49-2-3 01(f)(1) (EE). The 1998 am endment also added the following sentence:
“Nothing in this subd ivision sha ll be construed to alter, diminish, or supersede the Education Professional Negotiations
Act, compiled in chapter 5, part 6 of this title.” Otherwise, the statute is substantively the same.

                                                           -9-
         A superintendent’s power to transfer personnel under the EIA is subject to T.C.A. § 49-5-
510, which protects teachers from arbitrary and capricious transfers and from transfers that are
politically or otherwise improperly motivated. See Springer v. Williamson County Bd. of Educ.,
906 S.W.2d 924, 926 (Tenn. Ct. App. 1995). Under the EIA, a principal who is dismissed as a
principal retains the rights of tenure as a teacher, which rights expressly include those specified in
§ 49-5-510. See T.C.A. § 49-2-303(a)(1). Therefore, we conclude that Knox County principals –
like all other principals in the state – are protected under the EIA from transfers that are arbitrary and
capricious, politically motivated or otherwise improper. The Association’s argument is without
merit.

                                            B. Due Process

         The KCEA argues that a “tenured principal’s property interest in continued employment as
a principal cannot be taken away without the protections of procedural due process, namely notice
and an opportunity for a hearing.” In support of its argument, the Association cites four United
States Supreme Court cases, all of which deal with due process in the context of determinations of
individual eligibility for a statutory entitlement, not in the context of a repeal of or an amendment
of a statute conferring such an entitlement. See, e.g., Bell v. Burson, 402 U.S. 535, 91 S. Ct. 1586,
29 L. Ed. 2d 90 (1971) (suspension of driver’s license); Goldberg v. Kelly, 397 U.S. 254, 90 S. Ct.
1011, 25 L. Ed. 2d 287 (1970) (termination of public assistance payments); Sherbert v. Verner, 374
U.S. 398, 83 S. Ct. 1790, 10 L. Ed. 2d 965 (1963) (denial of unemployment compensation benefits);
Speiser v. Randall, 357 U.S. 513, 78 S. Ct. 1332, 2 L. Ed. 2d 1460 (1958) (denial of tax exemption).
It has been held, in cases analogous to the instant case, that when a legislature enacts a general law
repealing or modifying a statutory entitlement, in the absence of any substantive constitutional
infirmity, the legislature’s determination “provides all the process that is due.” Atkins v. Parker,
472 U.S. 115, 129-30, 105 S. Ct. 2520, 2528-29, 86 L. Ed. 2d 81 (1985) (amendment of welfare
benefit statute); Hoffman v. City of Warwick, 909 F.2d 608, 619-20 (1st Cir. 1990) (repeal of statute
conferring enhanced seniority status to veterans). We find the KCEA’s procedural due process claim
to be without merit.

                                    C. Suspension of General Law

       The trial court found that the Private Tenure Act, insofar as it provides for the employment
and tenure of principals in a manner different from that set forth in the EIA, constitutes
impermissible special legislation, in violation of Article XI, Section 8 of the Tennessee Constitution,
which provisions state, in pertinent part, as follows:

                The Legislature shall have no power to suspend any general law for
                the benefit of any particular individual, nor to pass any law for the
                benefit of individuals inconsistent with the general laws of the land;
                nor to pass any law granting to any individual or individuals, rights,
                privileges, immunitie, [immunities] or exemptions other than such as


                                                  -10-
                may be, by the same law extended to any member of the community,
                who may be able to bring himself within the provisions of such law.

Article XI, Section 8 is implicated if a local act contravenes some general law of mandatory,
statewide application. Knox County ex rel. Kessel v. Lenoir City, 837 S.W.2d 382, 383 (Tenn.
1992).

        Upon reviewing the EIA, we conclude that the act is one of “mandatory, statewide
application” and that the Private Tenure Act, as we have already discussed, contravenes the EIA on
the subject of the employment and tenure of principals. Having determined that the Private Tenure
Act creates a classification in contravention of general law, we must now determine whether there
is a reasonable basis for the classification. If a private act contravenes a general law, it violates
Article XI, Section 8 only if no reasonable basis for the discrimination can be found. Stalcup v. City
of Gatlinburg, 577 S.W.2d 439, 441 (Tenn. 1978); Brentwood Liquors Corp. of Williamson County
v. Fox, 496 S.W.2d 454, 457 (Tenn. 1973). To withstand scrutiny under this standard, a
classification must “have some basis which bears a natural and reasonable relation to the object
sought to be accomplished, and there must be some good and valid reason why the particular
individual or class upon whom the benefit is conferred, or who are subject to the burden imposed,
not given to or imposed upon others, should be so preferred or discriminated against.” State v.
Nashville, Chattanooga & St. Louis Ry. Co., 124 Tenn. 1, 10, 135 S.W. 773, 775 (1911). The
reasons for the classification need not appear on the face of the legislation. Stalcup, 577 S.W.2d at
442. The classification will be upheld if any possible reason can be conceived to justify it. Id.
Whether a classification is reasonable depends upon the particular facts of the case. Town of
Huntsville v. Duncan, 15 S.W.3d 468, 472 (Tenn. Ct. App. 1999).

        In finding no reasonable basis for the subject classification, the trial court found illustrative
the testimony of Herman Baker, a high school principal called as a witness for the KCEA, who
testified on cross-examination as follows:

                Q      Okay. Thank you.
                       Mr. Baker, under the state law that – the Education
                Improvement Act of 1992 that led Knox County to create this,
                principals in other counties and other municipalities that run school
                systems enter into one of these contracts and can be terminated for
                inadequate performance –

                A       By the superintendent.

                Q       – by the superintendent?

                A       Yes, ma’am.



                                                  -11-
                  Q      Is there any reason why principals in Knox County should be
                  treated differently than principals in every other county and
                  municipality in Tennessee?

                  A      Yes, ma’am, Local Private Tenure Act, Knoxville City and
                  Knox County, of which I am tenured. It is my opinion that I am
                  protected by those rights and the supervisor cannot terminate me.

                  Q       Is there any other reason? Is there anything particular about
                  Knox County or Knox County principals, aside from that Private
                  Tenure Act, that should give them treatment different from every
                  other principal at every other school in Tennessee?

                  A        Not outside the Private Tenure Act, but we do have that.

        Like the trial court, we can conceive of no reasonable basis for treating Knox County
principals differently from other principals in the state of Tennessee. Accordingly, we find that the
Private Tenure Act violates Article XI, Section 8, to the extent that it conflicts with the general law.

         The KCEA argues that a reasonable basis exists for the Private Tenure Act in that at the time
the private act was passed, there was no general law providing for the protection of tenure for
teachers in the public schools of Tennessee. In support of its argument, it cites State ex rel. Taylor
v. Rasnake, 209 Tenn. 229, 352 S.W.2d 427 (1961) and Price v. Webber, C/A No. 121, 1985 WL
4117 (Tenn. Ct. App. E.S. filed December 6, 1985).5 The Rasnake decision does not support the
KCEA’s argument because in that case, the Supreme Court found that the private act and the general
law were not necessarily inconsistent with each other. Rasnake, 209 Tenn. at 234, 352 S.W.2d at
429. In Price, an unreported decision of this Court, we found that a reasonable basis existed for an
earlier private tenure act affecting Anderson County, which act was found to be in contravention
with the Teacher Tenure Act. Id. at *5. While acknowledging that “just because [a private act] was
passed prior to the general law does not necessarily shield it from constitutional challenge” and that
“[i]f and when a general law is finally passed, an inconsistency may arise,” id. at *4, the Court found
that “[s]ince the passage of the Private Act was before the enactment of the general law, we need
only look at the overall rational basis of the Private Act’s passage, and not look for a rational basis
for the inconsistency only.” Id. at *5. The Court thus concluded that at the time the private act was
passed, there was a reasonable basis for the establishment of a tenure system in Anderson County
schools, and therefore found no constitutional infirmity. Id.

       Price, a 1985 case, is not the controlling authority in the instant case. This is because, in
1997, the Supreme Court decided the case of City of Tullahoma v. Bedford County, 938 S.W.2d

         5
           The KCEA also cites in its brie f a mem orandu m opin ion of this C ourt; however, Rule 10 of the Rules of the
Court of Appeals states that memorandum opinions are not to be cited or relied upon in an unrelated case. Therefore,
we will n ot consid er it.

                                                         -12-
408 (Tenn. 1997). In City of Tullahoma, the defendants argued that a private act was not
impermissible class legislation because it was enacted prior to the enactment of the general law, the
Solid Waste Management Act. The Supreme Court rejected that argument, stating as follows:

               Priority of enactment is not determinative. Bedford County and the
               clerk do not deny the validity of the Solid Waste Management Act
               and the several other statutes which set forth a uniform statewide
               policy regarding the disposition of solid waste. Therefore, the only
               issue is whether the private act is inconsistent with the general law
               within the meaning of Article XI, Section 8 of the Tennessee
               Constitution.

Id. at 410 (on petition to rehear). In the instant case, the EIA established a uniform statewide policy
regarding the employment and contract renewal of school principals. The Private Tenure Act is
inconsistent with the general law. Thus, the issue is not whether a rational basis for the special
legislation existed at the time of passage, but whether “there is a reasonable basis for the
discrimination” created by the special act. See Brentwood Liquors Corp. of Williamson County,
496 S.W.2d at 457 (emphasis added). As we have already discussed, no reasonable basis for the
discrimination can be found. The KCEA’s argument is found to be without merit.

                        V. Principals as Members of the Bargaining Unit

       Next, the KCEA argues that the trial court erred in concluding that principals in the Knox
County School System are not members of the bargaining unit represented by the Association for
the purposes of performance, accountability, and contract renewal.

        The Education Professional Negotiations Act, T.C.A. § 49-5-601, et seq., was enacted in
1978 “to prescribe the legitimate rights and obligations of boards of education and their professional
employees....” T.C.A. § 49-5-601(b)(1) (1996). Under the Act, the board of education and the
recognized professional employees’ organization are required to negotiate in good faith the issues
of salaries and wages, grievance procedures, insurance, fringe benefits, working conditions, leave,
student discipline procedures, and payroll deductions. T.C.A. § 49-5-611 (1996). An agreement
reached under the Act may not include proposals that are contrary to state law. T.C.A. § 49-5-
612(a)(1) (1996).

        As “professional employees” of the board of education under the Act, principals – at least
those who are not designated as management personnel – were considered included in the bargaining
unit for the purpose of negotiating with local boards of education. See Tenn. Op. Att’y Gen. No.
97-106 (July 28, 1997). With the passage of the EIA, however, superintendents were given the
authority to hire, transfer, and not to renew principals’ contracts, powers that previously had been
held by boards of education. See T.C.A. § 49-2-303(a). All other matters related to the employment
of principals, remained in the authority of boards of education:


                                                 -13-
               Under the EIA, principals negotiate with the superintendents – now
               known as “directors of schools” – regarding matters related to
               performance, accountability, and contract renewal. Therefore, the
               bargaining units may not negotiate these matters with the school
               boards on behalf of the principals.

               Other conditions of a principal’s employment, however, are still
               within the prerogative of the local school boards, even under the EIA.
               Salary ranges, grievance procedures, insurance, fringe benefits, leave,
               and other working conditions are examples of matters that continue
               to be set or approved by the school boards. The bargaining units may
               include principals to negotiate such issues with the school boards.

Tenn. Op. Att’y Gen. 97-106 (July 28, 1997). While the Attorney General’s opinion is not binding
authority, see Washington County Bd. of Educ. v. MarketAmerica, Inc., 693 S.W.2d 344, 348
(Tenn. 1985), we find its reasoning persuasive in the instant case. Reading the two acts together,
we conclude that principals are members of the bargaining unit for the purpose of negotiating those
aspects of employment still under the control of the Board, while they are not members of the
bargaining unit for the purpose of negotiating employment issues that are under the control of the
superintendent. Thus, the trial court was correct in finding that principals are not members of the
bargaining unit for the purposes of performance, accountability, and contract renewal, which are
aspects of principals’ employment now covered by the EIA.

                                         VI. In Summary

        In summary, the Court holds that the Chancellor was correct in finding that the provisions
of the Education Improvement Act of 1992 repeal and supercede the private act applicable to Knox
County as to the subjects of a school principal’s performance, accountability, and contract renewal.

                                         VII. Conclusion

        The judgment of the trial court is affirmed. Costs on appeal are taxed to the appellant. This
case is remanded for collection of costs assessed below, pursuant to applicable law.



                                                       ___________________________________
                                                       CHARLES D. SUSANO, JR., JUDGE




                                                -14-
