                 IN THE COURT OF APPEALS OF TENNESSEE
                              AT JACKSON
                            Assigned on Briefs January 10, 2007

                           MADISON COUNTY, TENNESSEE
                                       v.
                            DEE ANN CULBREATH, et al.
                                                AND
                            CITY OF JACKSON, INTERVENOR

                  An Appeal from the Chancery Court for Madison County
                      No. R.D. 63850    James F. Butler, Chancellor



                     No. W2006-01910-COA-R3-CV - Filed April 19, 2007


This is a declaratory judgment action. The plaintiff county filed the instant lawsuit seeking a
declaration that the defendant county library board of trustees has no authority under the pertinent
Tennessee statute to contract with private entities for the management of the local library. The city
intervened, arguing that the library board had the authority under the statute to enter into such
contracts. Upon stipulated facts, the trial court held that the statute at issue authorizes the library
board to contract with private entities for the management of the county library. The county now
appeals. We affirm, concluding that the authority conferred upon the county library board in
Tennessee Code Annotated § 10-3-104 includes the authority to enter into private contracts for the
management of the local library.

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

HOLLY M. KIRBY , J., delivered the opinion of the Court, in which W. FRANK CRAWFORD , P.J., W.S.,
and ALAN E. HIGHERS, J., joined.

C. Jerome Teel, Jr., Jackson, Tennessee, for the appellant, Madison County, Tennessee.

Russell E. Reviere, Jackson, Tennessee, for the appellees, Dee Ann Culbreath, William Stanworth
Harris, Greg Milam, Robert Huffman, Mary Louise William Slack, Kathryn Johnson Swindle, and
Dr. Sharon Younger, in their official capacities as Jackson-Madison County Library Board of
Trustees.

J. Brandon McWherter and Lewis L. Cobb, Jackson, Tennessee, for the appellee-intervenor, City of
Jackson, Tennessee.
                                                OPINION

        Sometime prior to April 2006, Defendant/Appellee Jackson-Madison County Library Board
of Trustees (“the Board”)1 published a “Request for Proposal” seeking bids from private entities to
manage the Jackson-Madison County Library (“the Library”). Plaintiff/Appellant Madison County,
Tennessee (“the County”), was opposed to the Board privatizing the management of the Library.
Therefore, on April 20, 2006, the County filed the instant complaint for declaratory judgment and
injunctive relief against the Board members in their official capacities, seeking a declaration from
the trial court that Tennessee Code Annotated § 10-3-104 does not confer upon the Board the
authority to contract with a private entity for the management of a public library. That statute
provides:

        The members of the library board shall organize by electing officers and adopting
        bylaws and regulations. The board has the power to direct all the affairs of the
        library, including appointment of a librarian who shall direct the internal affairs of
        the library, and such assistants or employees as may be necessary. It may make and
        enforce rules and regulations and establish branches of travel service at its discretion.
        It may expend funds for the special training and formal education of library
        personnel; provided, that such personnel shall agree to work in the library for at least
        two (2) years after completion of such training and education. It may receive
        donations, devises and bequests to be used by it directly for library purposes. It may
        hold and convey realty and personal property and negotiate leases for and on behalf
        of such library. The library board shall furnish to the state library agency such
        statistics and information as may be required, and shall make annual reports to the
        county legislative body and/or city governing body.

T.C.A. § 10-3-104 (1999) (emphasis added). The County also sought and obtained an order
enjoining the Board from taking further action in pursuit of such a private contract.

       In June 2006, Appellee City of Jackson (“the City”) filed a motion to intervene in the case.
The City filed a memorandum of law in support of the Board’s position that the statute grants to the
Board the power to contract with a private entity for the management of the Library.

       On July 14, 2006, prior to a hearing on the County’s complaint, the City and the County
submitted to the trial court a stipulation of the pertinent facts. The stipulated facts are as follows:

        1. Prior to February 1, 1960, the City of Jackson (“the City”) and Madison County
        (the “County”) operated separate free public libraries.




        1
        The seven trustees are Dee Ann Culbreath, W illiam Stanworth Harris, Greg M ilam, Robert Huffman, Mary
Louise William Slack, Kathryn Johnson Swindle, and Dr. Sharon Younger.

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        2. Effective February 1, 1960, the City and the County entered into an Agreement
        to operate a single library supported jointly by the City and the County (the
        “Agreement”).
        3. The Agreement provided that the City and the County would jointly fund the
        operation of the Jackson-Madison County Free Public Library (the “Library”). The
        Agreement also provided that the City shall appoint a Library Board of seven (7)
        members with three (3) members of the Board being approved by the County Judge
        [Mayor] of the County.
        4. The City and County entered into an Agreement dated December 18, 1986, which
        provided for the sharing of certain departments’ administrative expenses. . . . The
        1986 Agreement described how the City and County would pay for their share of
        administrative expenses of various departments, including the Library.
        5. The 1986 Agreement was modified by an Agreement dated February 21, 1989.
        . . . This Agreement provided that the County would be responsible for paying the
        entire expense of the departments identified in the Agreement (which included the
        Library), and the City would pay to the County one-half of the total appropriations
        made to the agencies and departments identified in the Agreement.
        6. On February 21, 1995, the 1986 Agreement was again amended to accommodate
        the creation of a Joint Funding Agreement Committee comprised of three members
        of the City Council and three members of the County Commission. . . .
        7. In April/May of 1998, the City and County entered into another Joint Funding
        Agreement. . . .
        8. In its October 2002 meeting, the Library Board adopted By-Laws for the Board
        of Trustees of the Jackson/Madison County Library. . . .
        9. The powers and duties of the Library Board are codified at T.C.A. § 10-3-104.
        10. The Library Board has published a Request for Proposal seeking bids from
        private entities for the management of the Library. The Library Board has not yet
        voted on whether to award a contract to a private entity for the management of the
        Library.

Thus, from the stipulated facts, it is clear that the County and the City jointly fund the operation of
the Library, and that the Board, appointed by the City and approved by the County, possesses the
powers and duties codified at Tennessee Code Annotated § 10-3-104.

        The parties indicated to the trial court that no hearing on the County’s complaint was
necessary, and that the trial court could rule on the merits of the complaint based on the stipulated
facts and the parties’ memoranda. Accordingly, on July 31, 2006, the trial judge sent the parties an
opinion letter in which he concluded that, under the plain language of section 10-3-104, the Board
was authorized to enter into contracts relative to the operation of the library. The trial court reasoned
that, once the Board is appointed, it is autonomous and operates independently from the appointing
authority. The trial court found that the language in section 10-3-104 is clear, and that it gives the
Board “the power to direct all affairs of the Library,” along with a nonexhaustive list of specific
authorized actions. The authority provided in the statute, the trial court determined, includes “the


                                                  -3-
power and authority to contract with a private entity for the management of the Library.” The trial
court stated:

                  The language of the statutes does not appear to be ambiguous. Thus, the
         Court is limited to the plain meaning of the statutory language. The Court should
         restrict itself to the natural and ordinary meaning of the language used by the
         Legislature in the statute and this Court has done that. There are no other statutes in
         this section which would tend by their language to make any other statute in this
         section ambiguous. They do not appear to conflict with each other. The Court has
         to assume that the Legislature used each word in the statute purposely. The Court
         would have to stretch to determine that Tennessee Code Annotated § 10-3-104 is
         capable of conveying more than one meaning. The word “all” is totally inclusive,
         clear and plain. The words “affairs of the Library” given its plain meaning, would
         include everything having to do with the operation of the Library. That statute
         provides for no exclusions, or actions which are reserved to the appointing authority
         or anyone else.

Thus, the trial court found that statute was clear and unambiguous, and that it conferred upon the
Board the authority to contract with a private entity for the management of the local library. On
August 14, 2006, the trial court entered a final decree and judgment consistent with its letter
opinion.2 From this order, the County now appeals.

        On appeal, the County argues that the trial court erred in its interpretation of section 10-3-
104, because the statute does not specifically grant the Board the authority to contract with a private
entity for the management of the Library. It argues that the purpose of the Board is to provide
“active, hands-on management,” and that the Board is not permitted to abdicate its responsibility by
delegating it to a third party. The County contends that statutes such as section 10-3-104 are to be
narrowly construed, and that any reasonable doubt concerning the existence of power in an entity
such as the Board should be resolved against the grant of power. Finally, the County asserts that the
Board does not have the authority to contractually bind the County.

         The trial court’s interpretation of a statute is purely a question of law, which we review de
novo, with no presumption of correctness in the trial court’s decision. Eastman Chem. Co. v.
Johnson, 151 S.W.3d 503, 506 (Tenn. 2004). In interpreting statutes, we must “ascertain and give
effect to the intention and purpose of the legislature. Legislative intent is to be ascertained whenever
possible from the natural and ordinary meaning of the language used, without forced or subtle
construction that would limit or extend the meaning of the language.” Id. at 507 (quotations and
citations omitted). When the language of a statute is clear, we do not inquire into the reasonableness
of the language; rather, we “presume that the legislature says in a statute what it means and means


         2
         Subsequent to the entry of the final decree, the Board accepted a proposal submitted by a private entity, Library
Systems and Services, LLC (“LSSI”), to manage the library. The County filed a motion to stay the proceedings, but the
motion was denied. The County then sought a stay from this Court, and this motion was also denied.

                                                           -4-
in a statute what it says there.” BellSouth Telecommunications, Inc. v. Greer, 972 S.W.2d 663, 673
(Tenn. Ct. App. 1997).

         From our review of the statutory language, we agree with the trial court that the language in
section 10-3-104 is clear and that it confers upon the Board the power to contract with private
entities for the management of the Library. The statute states that “[t]he board has the power to
direct all the affairs of the library, including” certain enumerated tasks. It is difficult to imagine a
grant of authority broader than the power to direct “all” of the Library’s affairs. Moreover, the
specific authority granted the Board in the statute permits it to appoint a librarian to operate the
internal affairs of the Library and to hire other employees for the Library’s operation. This implies
that the Board may choose to contract with a private entity to provide such personnel, hopefully with
some expertise, in the operations of the Library.

        The County relies on a canon of statutory construction to the effect that the grant of power
to local governmental authorities must be strictly construed (i.e., Dillon’s Rule). This canon is
inapplicable in this case because the language in the statute is clear and unambiguous.3 See
Southern Constructors, Inc. v. Loudon County Bd. of Edu., 58 S.W.3d 706, 710-13 (Tenn. 2001).
The County also asserts that the Board was not granted the power to bind the County by entering into
private contracts. This assertion is belied by the language of the statute. The statute specifically
empowers the Board to hire employees, to enter into leases, and to hold and convey realty, powers
which must necessarily include the authority to enter into contracts. Given that the Board is
implicitly granted the power to contract and to direct all the affairs of the Library, we must agree
with the trial court that the Board is also authorized to enter into private contracts for the
management of the Library.

      The decision of the trial court is affirmed. Costs on appeal are to be taxed to Appellant
Madison County, and its surety, for which execution may issue, if necessary.




                                                                  ___________________________________
                                                                  HOLLY M. KIRBY, JUDGE




         3
         The appellees argue that Dillon’s Rule is not applicable to local library boards. W e need not address that issue,
because we have found that Dillon’s Rule is inapplicable based on the fact that the language in the statute is clear and
unambiguous.

                                                           -5-
