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:
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.
