                 IN THE COURT OF APPEALS OF TENNESSEE
                             AT NASHVILLE
                                   January 31, 2000 Session

             RUTHERFORD COUNTY BOARD OF EDUCATION v.
               RUTHERFORD COUNTY COMMISSION, ET AL

                   Appeal from the Chancery Court for Rutherford County
                     No. 99CV-745 Robert E. Corlew, III, Chancellor



                   No. M1999-00288-COA-R3-CV - Filed October 20, 2000


This is a declaratory judgment action on undisputed facts. The question for disposition is whether
the Public Building Authorities Act of 1971 authorizes the Rutherford County Commission to direct
the Rutherford County Public Buildings Authority to hire architects, select a contractor and prepare
school building design plans for presentation to the Rutherford County School Board. The trial court
held that it is the responsibility of the Rutherford County Board of Education to plan, locate, erect
and furnish public schools in Rutherford County and that the Rutherford County Commission was
without authority to direct the Rutherford County Public Buildings Authority to act in this respect.
We affirm the trial court.

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

WILLIAM B. CAIN, J., delivered the opinion of the court, in which BEN H. CANTRELL, P.J., M.S. and
PATRICIA J. COTTRELL, J., joined.

James G. Thomas, Nashville, Tennessee, for the appellants, Rutherford County Commission,
Rutherford County Public Building Authority, and Nancy Allen.

Christopher D. Cravens, Charles W. Cagle, Nashville, Tennessee, for the appellee, Rutherford
County Board of Education.

                                              OPINION

       In the recognized hierarchy of government in Tennesseee, it is settled

       [t]hat the state of Tennessee is a sovereign and independent power, except so far as it
       is restrained by the Constitution of the United States; that its legislature has unlimited
       power of legislation, except so far as it is restrained by the Constitution of the United
       States and the Constitution of the state of Tennessee; that it has always been held,
       and never denied, that the power to create corporate bodies for all municipal
       purposes, and with the means of self-government, is a legitimate exercise of
       sovereignty on the part of the state by its legislature; and that there is nothing in the
       Constitution of the United States, or of the state, restraining or prohibiting the
       exercise of such power by the state.

Hope v. Deaderick, 27 Tenn. (8 Hum.) 1, 8-9 (1847).

      Counties, on the other hand, are creatures of legislation and governments of very limited
powers.

        ACounties owe their creation to the statutes, and the statutes confer on them all the powers
which they possess, prescribe all the duties they owe, and impress all liabilities to which they are
subject.@ Burnett v. Maloney, 97 Tenn. 697, 712-13, 37 S.W. 689, 693 (1896). AThey possess no
powers except such as are conferred expressly or by necessary implication, and these are strictly
construed, and must be strictly pursued.@ McDaniel v. Monroe County, 10 Tenn. App. 109, 117
(1929).

       It is further said in this respect: AThis court, speaking of the power of county courts, further
has held that the powers intrusted to the county courts emanate from the Legislature alone; hence
when a power claimed for them is not conferred it must be held not to exist.@ Wright v. State, 171
Tenn. 628, 637, 106 S.W.2d 866, 869 (1937); see also Shelby County v. Tennessee Centennial
Exposition Co., 96 Tenn. 653, 36 S.W. 694 (1896).

        Central to the issue in this case is the recognition that providing education is a
constitutionally mandated state function.

       No doubt exists that providing education is a State function. Not only does Article
       XI, ' 12, of the Tennessee Constitution expressly require the General Assembly to
       Aprovide for the maintenance, support and eligibility standards of a system of free
       public schools,@ but this Court has recognized for many years that education is a State
       function. E.g., State ex rel. Harned v. Meador, 153 Tenn. 634, 637, 284 S.W. 890,
       891 (1925). The General Assembly has enacted a comprehensive and detailed
       statutory scheme concerning education in this State, compiled in Title 49 of the
       Tennessee Code and comprising an entire volume of that code. An examination of
       this statutory scheme clearly reveals that a partnership has been established between
       the State and its political subdivisions to provide adequate educational opportunities
       in Tennessee. At the county level, the State has divided the responsibilities allocated
       to the counties between the county board of education and the county legislative
       body. While the local board of education has exclusive control over many
       operational aspects of education policy, subject to the rules and regulations of the
       State Department of Education, the county legislative body has the authority to
       appropriate the funds necessary to carry out the county education program.



                                                 -2-
State ex rel. Weaver v. Ayers, 756 S.W.2d 217, 221-22 (Tenn. 1988).

        The Rutherford County Commission consists of 21 members duly elected by the voters of
Rutherford County. In the wake of the Aone man, one vote@ electoral apportionment principle,
enunciated by the United States Supreme Court in Baker v. Carr, 369 U.S. 186 (1962), the
constitutionality of the membership apportionment schemes of local school boards was called into
serious question and the General Assembly responded with Chapter 252 of the Tennessee Public
Acts of 1967. This Act abolished local school boards whose membership apportionment schemes
were constitutionally infirm and created new Aboards of education@ consisting of 7 members elected
by popular vote of the citizens of the county. This Act was followed by Chapter 454 of the
Tennessee Private Acts of 1967 applicable to Rutherford County. Section 1 of this Private Act
provided: AThat the government, supervision, and control of public schools of Rutherford County
shall be vested in the seven-member Board of Education created by Chapter No. 252, Public Acts
1967, to be elected by the qualified voters of Rutherford County as hereinafter provided.@ 1967
Tenn. Priv. Acts 454 ' 1.

        Chapter 252 of the Public Acts of 1967 granted to the local boards of education power to
Aexercise all of the rights, duties, powers, and privileges@ and Adischarge all of the duties and
obligations imposed upon the school boards@ by their private acts. 1967 Tenn. Pub. Acts 252 ' 3.
Section 10 of Chapter 454 of the Private Acts of 1967 provided in pertinent part as follows:

       That the County School Board shall have the responsibility for the government,
       supervision and control of the public schools of the County, provided, however, that
       no Board member shall have authority to act independently on any school matter.
       The Board shall generally exercise all powers, duties and privileges as set forth in the
       public laws of Tennessee relative to County Boards of Education and specifically
       discharge those duties enumerated in Section 49-214 and Section 49-215 Tennessee
       Code Annotated, [now codified as Tennessee Code Annotated section 49-2-203(a),
       (b)] which are not in conflict with the provisions of this Act.
                                                 ***
               It shall be the duty of the Board to plan for the extension and development of
       the County School System; to determine the need for new buildings; to plan, locate,
       erect, and furnish the same, after the Quarterly County Court [county commission]
       shall have provided funds for same.

The appellee, Rutherford County Board of Education, is thus a 7 member Board elected by the voters
of Rutherford County to exercise the powers previously held by local school boards and now vested
in said Board of Education by Chapter 252 of the Public Acts of 1967 and Chapter 454 of the Private
Acts of 1967. By Chapter 126 of the Public Acts of 1971, the General Assembly enacted the APublic
Building Authorities Act of 1971@ now codified as Tennessee Code Annotated sections 12-10-101 to
-124. Pursuant to this 1971 statute, the County Commission of Rutherford County adopted a
resolution under Tennessee Code Annotated section 12-10-104 (1999), creating the Rutherford
County Public Building Authority.


                                                 -3-
THE CONTROVERSY.

        The Aturf war@ between the Rutherford County Commission and the Rutherford County Board
of Education obviously began well before the pivotal events of mid-May 1999. As early as January
29, 1999, on request of Senator Andy Womack, the Attorney General issued opinion No. 99-015
answering the question, ADoes the Rutherford County Commission have the authority to unilaterally
transfer from the county school board to the public building authority[,] or any other agency[,] the
school board=s duties regarding school location, design and construction?@ Op. Tenn. Att=y Gen. 99-
015 (Jan. 29, 1999). Relying on Chapter 454 of the Private Acts of 1967 and citing Mosier v.
Putnam County Quarterly Ct., 216 Tenn. 655, 659-62, 393 S.W.2d 734, 735-36 (1965), the Attorney
General opined: AThe Rutherford County Commission does not have the authority to transfer from
the county school board to the county public building authority, or any other agency, the school
board=s duties regarding school location, design and construction.@ Id.

       At the behest of the Rutherford County Commission, Senator Womack again inquired of the
Attorney General posing two questions:

                1.     Notwithstanding the legal duties and responsibilities set forth in
       Tennessee Code Annotated and the Private Acts of Rutherford County for the Board
       of Education in school building programs, is the local Board of Education permitted
       and authorized by law to engage and utilize the Public Building Authority to select
       sites, design and construct school buildings and facilities?

               2.      If so, is the local Board of Education authorized to sign and enter into
       contracts with the Public Building Authority wherein the Public Building Authority
       would be delegated the responsibility for the site selection, design and construction of
       school buildings and facilities, including the employment of architects, engineers and
       other professionals necessary to facilitate and implement the design and construction
       of school facilities?

Op. Tenn. Att=y Gen. 99-094 (April 12, 1999). To this inquiry, the Attorney General responded
asserting:
               The Rutherford County Board of Education has the authority to contract with
        the Public Building Authority to accomplish the design, site acquisition and
        construction of a new school but in any such contract must retain approval authority
        over the project and may not delegate its statutory duty to operate the county school
        system, including the decision whether a new school is needed, where it shall be
        located, and responsibility to insure that it is designed and constructed to meet the
        needs of the system.
Id.

       In his analysis of the questions posed in opinion 99-094, the Attorney General began by
recognizing that the Board of Education had no inherent power and thus, Awe are unable to look at


                                                 -4-
these questions >notwithstanding the legal duties and responsibilities set forth in Tennessee Code
Annotated and the Private Acts of Rutherford County for the Board of Education.= Without these
sources, the Rutherford County Board of Education would have no powers over school construction.@
 Id.

       It is against this background that the actions of the Board of Education and the County
Commission of May 11 and May 13, 1999 brought about this suit for declaratory judgment. The
Rutherford County Board of Education met in special meeting May 11, 1999 with the Minutes of the
meeting reflecting that A[t]he purpose of the meeting was to discuss The New School Construction
Agreement.@ These minutes further read as follows:

       Motion by Mr. Delbridge, seconded by Mr. Hooper, to approve the Memorandum of
       Agreement regarding New School Construction between the Rutherford County
       Board of Education and the Rutherford County Commission as recommended by the
       Capital Projects Committee.

       Roll Call Vote: Yes - Mr. Delbridge, Ms. Hellum, Mr. Hooper, Mr. Lee, Mr. Patton, Mrs.
                         Pinkston, Mr. Wyre

Minutes of Special Meeting, Rutherford County Bd. of Educ. (May 11, 1999).

      The proposed AMemorandum of Agreement@ thus adopted by the Board of Education in this
May 11 special meeting provided:
                                     MEMORANDUM OF AGREEMENT

                                                    regarding

                                       NEW SCHOOL CONSTRUCTION

                                                     between

                          THE RUTHERFORD COUNTY BOARD OF EDUCATION

                                                         and the

                                   RUTHERFORD COUNTY COMMISSION

               A recommended plan for future new school construction is outlined below. The plan
       conforms to the language of the recently requested Attorney General opinions as well as the County
       Budgeting Act. The plan calls for the Board of Education, the County Commission and the Public
       Building Authority to work together to assure the best quality schools for the lowest cost possible.

                The tenets of the plan are as follows:

       ‚        The Rutherford County Board of Education will retain responsibility and authority
                for the selection of the site, design, and construction of the new schools.


                                                          -5-
‚   The hiring of architects or engineers for new school construction shall be
    considered by a panel of three (3) members of the Board of Education selected by
    the Chairman of the Board and three (3) members of the Public Building Authority.
     This panel will recommend their selection to the Board of Education for approval.

‚   After the selection of the architect/engineer, the Public Building Authority shall
    select a general contractor through either (1) negotiation or (2) bidding process. If
    the bidding process method is used, the choice will be sent to the Board of
    Education for approval and to the County Commission for funding. If a contractor
    is chosen through the negotiation process, the Guaranteed Maximum Price (GMP)
    will be recommended to the Board of Education for approval and then to the County
    Commission for funding.

‚   The panel of Board of Education members and Public Building Authority members
    mentioned above shall work with the selected architect and contractor (if the
    contractor is selected through a negotiation process) or the architect through the
    design of the building (if the contractor is selected through the bidding process) to
    determine Avalue engineering@ components in an effort to save costs. These items
    shall be presented to the Board of Education for approval.

‚   Once the price has been established, a contingency of either ten percent (10%) of
    the Alowest bid@ Construction Contract Price or one hundred fifty thousand dollars
    ($150,000) of the Guaranteed Maximum Price (GMP) contract shall be approved by
    the Rutherford County Commission to cover change orders during the construction
    of the new school project.

‚   Change orders totaling five thousand dollars ($5,000) or less, may be approved by
    the Assistant Superintendent of Schools for Engineering and Construction and a
    representative of the Public Building Authority. Change orders exceeding the five
    thousand dollar ($5,000) limit shall be presented to the Public Building Authority
    and then to the Board of Education for approval.

‚   If it appears that the contract cost plus the established contingency will be exceeded
    by the approval of any change order, such change order must first be presented to
    the Public Building Authority, then to the Board of Education and finally to the
    County Commission for funding.

‚   The Assistant Superintendent of Schools for Engineering and Construction, and
    other Board of Education staff as deemed appropriate, shall inform the Public
    Building Authority and the Board of Education monthly regarding the progress of
    the construction projects.

‚   Invoices for payment shall be signed by the Assistant Superintendent of Schools for
    Engineering and Construction and the designated representative of the Public
    Building Authority prior to being forwarded to the Board of Education Finance
    Office and finally to the County Finance Office for payment.

‚   In order to initiate this new plan in good faith, all prior invoices for architectural
    and/or design services currently pending before the Board of Education and
    incurred prior to the date of this plan shall be paid. If necessary, funds for payment
    of those invoices shall be transferred from dollars identified within the line items of



                                             -6-
                the budget of the Board of Education and such transfers shall receive the approval
                of the County Commission.

       This Plan was approved by the unanimous vote of the Board of Education on May 11, 1999.

Legislative Minutes on Item K.2., Rutherford County Bd. of Comm=n (May 13, 1999).

       When the Rutherford County Commission met on May 13, 1999, a motion to accept the
AMemorandum of Agreement@ proposed by the Rutherford County Board of Education was rejected
by a vote of 16 to 4, with one member absent. Following rejection of the AMemorandum of
Agreement@, these Minutes of the May 13 meeting reflect:

       ITEM K. 4.

       PBA TO ENTER INTO A CONTRACT WITH ARCHITECT TO BUILD
       SCHOOLS.

                                                     MOTION

       Commissioner Steve Johns moved, seconded by Commissioner Allen McAdoo, to bring back the
       original motion as amended, which was originally withdrawn, as follows:

       I would like to offer the following compromise in the form of a motion:

       1.       Authorize the PBA to enter into a contract, not to exceed $1 million dollars, with an
                architect or architects for design of :

                Seigel Middle School
                Walter Hall Elementary
                Blackman Elementary

       3.       The PBA will further select a contractor(s), develop design plans, and present the
                design plans (preliminary and final) to the School Board so that they may exercise
                their - APPROVAL AUTHORITY - as set forth by the Attorney General=s opinion
                dated April 21, 1999. Also, this commission hereby goes on record prepared to
                appropriate funding to construct:

                Seigel Middle School
                Walter Hall Elementary
                Blackman Elementary

                with construction costs to be negotiated by PBA.

                                                 AMENDMENT

       To ask that the funds be taken from General Purpose reserves in order not to share the funds with the
       City of Murfreesboro and if declined by the School Board that it would then be funded by Capital
       Outlay Notes.

       UPON ROLL CALL, THE FOLLOWING COMMISSIONER VOTED:

                                                        -7-
       TOTAL (FOR) VOTE: (20)

       David T. Gammon, Hollis Lindell Vaughn, Grant Kelley, Robert Peay, Carol Cook, Joe Frank
       Jernigan, Gary Farley, Steve Sandlin, Anthony Johnson, Steve Johns, Richard W. Sage, Paul Johnson,
       Jerry Baxter, Faye Elam, Bob Bullen, Jimmy Evans, Allen McAdoo, Joyce J. Ealy, Trey Gooch, Tina
       Jones

       TOTAL (AGAINST) VOTE: (00)

       None

       TOTAL (ABSENT) VOTE: (01)

       Dwight Throneberry

       MOTION AS AMENDED ADOPTED BY ROLL CALL VOTE.

Legislative Minutes on Item K.4., Rutherford County Bd. of Comm=n (May 13, 1999).

      Thus, the Aturf war@ reached an impasse and the Board of Education sued for a declaratory
judgment that the action on Item K.4. reflected in the Rutherford County Commission=s Legislative
Minutes from this May 13, 1999 meeting was invalid.

        The Complaint in chancery for declaratory judgment was met by a Motion to Dismiss under
Rule 12.02(6) Tennessee Rules of Civil Procedure for failure to state a claim upon which relief could
be granted. On August 9, 1999, the learned chancellor overruled the Motion to Dismiss and,
applying section 10 of Chapter 454 of the Private Acts of 1967, entered Declaratory Judgment in
favor of the Rutherford County Board of Education holding the County Commission=s action of May
13, 1999 to be invalid. Said the chancellor:

       Defendants argue that the County Commission=s action is permitted by Tenn. Code
       Ann. '49-2-201(7) or by the Public Building Authorities Act of 1971, Tenn. Code
       Ann. '12-10-101 et seq., or both. The Court disagrees, and finds that the hiring [of]
       architects and contractors is a planning function within the scope of duties of the
       Board of Education, not the County Commission.

              The Public Building Authority can have a role in the school construction
       process. The Board of Education has the authority to decide the role of the Public
       Building Authority in its school construction projects. The County Commission has
       the opportunity to fund, partially fund, or not to fund the buildings which are planned
       by the Board of Education.

              Accordingly, it is hereby ORDERED, ADJUDGED and DECREED that
       judgment on the Motion to Dismiss is granted in favor of Plaintiff Rutherford County
       Board of Education and against the Defendants Rutherford County Commission,
       Rutherford County Public Building Authority and County Executive Nancy Allen.

                                                      -8-
        As judgment on the Motion to Dismiss is dispositive of all issues pending in this
        cause, the entry of this Order shall constitute the Final Order.

Timely notice of appeal was filed by the defendants.

ANALYSIS

        In construing the provisions of Chapter 115 of the Public Acts of 1925, which was an act to
establish and maintain a uniform system of public education and was the genesis of much of Title 49
of the Tennessee Code, the Supreme Court observed: AThe Act contemplates reasonable cooperation
between the revenue spending governmental agencies, of which the county board of education is one,
and the revenue raising governmental agencies, of which the quarterly county court is another.
Without such coordination there would be great confusion in the fiscal affairs of the counties.@ State
v. Polk County, 165 Tenn. 196, 200, 54 S.W.2d 714, 715-16 (1932).

        The lack of reasonable co-ordination and cooperation between the Rutherford County School
Board on the one hand and the Rutherford County Commission on the other, if the parties allow it to
continue, can place the state government in an untenable position since public schools are a
constitutionally mandated state responsibility under Article XI, section 12 of the Tennessee
Constitution. Having legislatively created the Board of Education, and having legislatively
empowered the County Commission, the state is not helpless. The Board of Education, having been
created by statute, can perish by statute, and it is long settled that by a stroke of the legislative pen
the General Assembly may strip the County Commission of all of its non-constitutional powers. See
Prescott v. Duncan, 126 Tenn. 106, 148 S.W. 229 (1912); Shelby County Bd. of Comm=rs. v. Shelby
County Quarterly Ct., 216 Tenn. 470, 392 S.W.2d 935, (1965).

        Even prior to Chapter 115 of the Public Acts of 1925, the Supreme Court of Tennessee had
observed that Athe supervision and control of the schools of the county, the employment of teachers,
the fixing of salaries, erecting of buildings, etc., is entirely taken from the county court and vested in
the county board of education.@ State ex rel Boles. v. Groce, 152 Tenn. 566, 569-70, 280 S.W. 27,
28 (1926).

        In 1948, the Tennessee Supreme Court observed that under the statutory scheme now
codified in Title 49 of the Tennessee Code, the county court has neither constitutional nor statutory
authority relative to the erection, furnishing and equipping of school buildings. Bandy v. State, ex
rel. Bd. of Educ. of Sullivan County, 186 Tenn. 11, 17-18, 207 S.W.2d 1011, 1013 (1948).

        As the chancellor held, Chapter 454 of the Private Acts of 1967, implementing as it did the
provisions of Chapter 252 of the Public Acts of 1967, plainly provides in section 10 thereof: AIt shall
be the duty of the Board to plan for the extension and development of the County School System; to
determine the need for new buildings; to plan, locate, erect, and furnish the same, after the Quarterly
County Court shall have provided funds for same.@ 1967 Tenn. Priv. Acts 454 ' 10.



                                                   -9-
        This provision implements the purposes of Chapter 252 Section 3 of the Public Acts of 1967
(now codified as section 49-2-111(c) of the Code) wherein it is provided that said A[b]oards of
education created and established under the provisions hereof shall have and possess and shall
exercise all of the rights, duties, powers and privileges and shall discharge all of the duties and
obligations imposed upon the school boards, school commissions, boards of education or other
agencies governing the school affairs of the counties by any such private act applicable to the
counties.@ Tenn. Code Ann. ' 49-2-111(c) (1996).

        The position of the County Commission before the Court centers around the Public Building
Authorities Act of 1971, now codified as Tennessee Code Annotated sections 12-10-101 to -124.
The County Commission asserts that this Act authorized the action taken by the County Commission
of May 13, 1999 whereby the Public Building Authority was directed by the Commission to contract
with architects for the design of three schools, select a contractor, and develop design plans for these
schools. The Commission further asserts that, by the specific terms of the Public Building
Authorities Act and principles of statutory construction, the Act supercedes any conflicting
provisions of Chapter 454 of the Private Acts of 1967. Finally, the Commission asserts that the May
13th resolution does not run afoul of the Tennessee General Education Law. Each of these
contentions is without merit.

       First of all, it is not asserted by any party to this action that the Public Building Authorities
Act of 1971 authorizes a Amunicipality@ to create an entity (Public Building Authority) capable of
supplanting and superceding both the creating Amunicipality@ and, in this instance, the Amunicipal
corporation@ involved.1 The Public Building Authority is a servant, not a master, of a municipal
corporation. As the Attorney General correctly opined:

                The Public Building Authorities Act provides an alternative method to
         construct public buildings furnishing educational public services. Tenn. Code Ann. '
         12-10-102(a). The Act is remedial and should be liberally construed to effectuate its
         purposes. Tenn. Code Ann. ' 12-10-102(b). The Act give specific authority to
         contract.
         1
            Under Tennessee Code Annotated section 12-10-103, Amunicipal corporation@ and Amunicipality@ are
specifically defined. A >Municipal corporation= means any county, metropolitan government, incorporated city or town,
utility district, school district, power district, sanitary district or other municipal, quasi-municipal or governmental body
or political subdivision in this state, and any agency, authority, branch, bureau, commission, corporation, department or
instrumentality thereof now or hereafter authorized by law to be created; >Municipality= means any county or incorporated
city or town in this state with respect to which an authority may be organized.@ Tenn. Code Ann. ' 12-10-
103(7),(8)(1999).




                                                           -10-
              The Act allows all Amunicipal corporations@ to contract or enter into a lease or
       loan agreement with a public building authority. Tenn. Code Ann. ' 12-10-
       116(a)(1998 Supp.) states in relevant part as follows:

               Any municipal corporation is authorized to enter into such leases,
               loan agreements, sales contracts or operating contracts by resolution
               of its governing body . . . with an authority or other contracting party
               with respect to projects or parts thereof, for such term or terms and
               upon such conditions as may be determined by such governing body,
               board or commission, as appropriate, notwithstanding and without
               regard to the restrictions, prohibitions or requirements of any other
               law, whether public or private.

               A school board is a Amunicipal corporation@ as defined by the Act. Under the
       Act, the term Amunicipal corporation@ means

               any county, metropolitan government, incorporated city or town,
               utility[] district, school district, power district, sanitary district or
               other municipal, quasi-municipal or governmental body or political
               subdivision in this state, and any agency authority, branch, bureau,
               commission, corporation, department or instrumentality . . . .

       Tenn. Code Ann.' 12-10-103(7)(1998 Supp.).

Op. Tenn. Att=y Gen. 99-094 (April 21, 1999).

       As this Court has observed: AWe think that the purpose of the Act is clear, i.e., to provide
counties, municipalities, and boards of education the means to accomplish goals that are not
available directly to those entities.@ Shankle v. Bedford County Bd. of Educ., No. 01A01-9609-CH-
00387, 1997 WL 83662, at * 5 (Tenn. Ct. App. Feb. 28, 1997).

        The Public Building Authority thus, under its enabling Act, has no power independent of a
contract with a Amunicipal corporation@. The Act of 1971, as amended, does not purport to either
expand or diminish the powers of a Amunicipal corporation@ whether that municipal corporation be a
county acting through its county commission or a school district acting through its board of
education. There is simply no conflict between the Public Building Authorities Act of 1971, Chapter
454 of the Private Acts of 1967, or Title 49 of Tennessee Code Annotated. Indeed, if the ambiguity
of language inherent in the extensive verbiage of Code sections 12-10-101 to -124 did conflict with
the extensive provisions of Title 49, the conflict would be resolved consistent with Title 49. See,
Tenn. Code Ann. ' 1-3-103 (1994).

       In the context of this case, the only Amunicipal corporation@ empowered by the legislature to
contract with the Public Building Authority to plan for the extension and development of the county


                                                 -11-
school system and to implement the location and erection of the schools in issue is the Rutherford
County Board of Education. As the Attorney General correctly opined, Athe Rutherford County
Commission does not have the authority to transfer from the county school board to the county
public building authority, or other county agency, the school board=s duties regarding school location,
design and construction.@ Op. Tenn. Att=y Gen. 99-015 (Jan. 29, 1999).

CONCLUSION

     The Chancellor was clearly correct in declaring the action of the Rutherford County
Commission reflected in Item K.4. in the Minutes of its May 13, 1999 meeting invalid.

        The judgment of the trial court is in all respects affirmed, and the case is remanded to the trial
court for such further proceedings as may be helpful to the parties in breaking this impasse, as the
Court possesses neither the authority to control the Rutherford County Board of Education in its
statutory duties concerning the school system, nor the authority to compel the Rutherford County
Commission to provide the funds to implement the decisions of the Board of Education. State ex rel.
Weaver v. Ayers, 756 S.W.2d 217 (Tenn. 1988).

        Costs of this cause are assessed against the Rutherford County Commission.



                                                __________________________________________
                                                WILLIAM B. CAIN, JUDGE




                                                  -12-
