The Authority shall be managed and governed by a board of directors, herein referred to as the "Authority Board," which shall exercise, or direct the exercise of, all the powers granted to the Authority by this charter. The Authority Board shall consist of the five members of the Tribal Council of the Tribe, in office from time to time. The terms of the Authority Board members shall coincide with their positions on the Tribal Council and shall expire coincident therewith, at which time their successors on the Tribal Council shall take their place on the Authority Board.
A majority of the Authority Board shall constitute a quorum and may act for the Authority through motions or resolutions adopted as official action, provided each member of the Board has received not less than forty-eight (48) hours' notice of a meeting at which any official action takes place, unless any member not receiving such notice waives such notice by attending such meeting or in writing. Resolutions and motions passed by a majority of the members of the Authority Board present at any meeting, of which notice to all members is properly given or waived, and at which a quorum is present and acting, shall be the act of the Authority Board, provided that any action required or permitted to be taken at any meeting of the Authority Board may be taken without a meeting if all members of the Authority Board consent thereto in writing (including by electronic mail or other electronic transmission), and any such action in writing shall also constitute official action of the Authority Board.
A. 
Regular meetings of the Authority Board shall be held no less often than monthly and may be scheduled on a more frequent basis as a majority of the Authority Board determines. Special meetings of the Authority Board may be held at the request of any member of the Authority Board, provided that all members of the Authority Board receive at least forty-eight (48) hours' advance notice of such special meeting or waive such notice by attendance at the meeting or in writing.
B. 
Meetings of the Authority Board may be held at any location within or outside the Tribe's Reservation and trust lands. Members of the Authority Board may participate in meetings by teleconference, videoconference or other communication equipment by which all participants can hear each other.
C. 
Votes by the Authority Board on any resolution or motion on any matter: (1) may be taken over teleconference, videoconference or other communication equipment at a meeting conducted pursuant to the foregoing paragraph; and (2) may be taken or confirmed: (a) by separate written documents signed by each Board member participating in any such meeting or (b) pursuant to § 11.1-26, by unanimous written consent of Board members without a meeting, which are delivered by facsimile. All teleconference, videoconference or other communication votes shall be conducted by, and all facsimile votes or consents shall be delivered to, the Secretary of the Authority Board or, in the absence or unavailability of such Secretary of the Authority Board, by another member of the Board designated by the Chairperson.
Any action taken by the Authority Board shall be binding only upon the Authority and shall not commit or affect the Tribe in any manner; notwithstanding that the same persons may serve on both the Authority Board and Tribal Council. Members of the Authority Board and Tribal Council shall expressly state in all minutes and resolutions in which capacity they are meeting. Lacking any express statement of capacity in any instance, any action taken shall be presumed taken by the Authority Board.
The Authority Board may name such officers and agents and delegate such authority and power to any such persons as the Authority Board determines necessary or appropriate to the accomplishment of the purposes of the Authority, provided that the Authority Board shall remain responsible for monitoring and overseeing the exercise of any delegated power and authority and may rescind any such delegation at any time.
A. 
The Authority shall indemnify any current or former member of the Authority Board, officer, employee or agent of the Authority, or any person who is or was serving at the request of the Authority as a director, officer, employee or agent of another corporation, partnership, limited liability company or other enterprise, against any liability asserted against him or her, including all reasonable expenses actually and necessarily incurred by him or her in connection therewith in the defense of any action, suit or proceeding in which he or she is made a party or is threatened to be made a party by reason of being, or having been, such an Authority Board Member or a director, officer, employee or agent of the Authority or of another entity at the Authority's request, and the reasonable costs of settlement of any such action, suit or proceeding, whether pending or threatened, if a majority of the members of the Authority Board not seeking indemnification shall determine in good faith:
(1) 
That such person did not act, fail to act or refuse to act willfully or with gross negligence, or with fraudulent or criminal intent; and
(2) 
That the person seeking indemnification did not knowingly act beyond the scope of his or her employment or office.
B. 
If all members of the Authority Board then serving seek indemnification, the foregoing determination shall be made by an opinion of legal counsel to the Authority.