The affairs and management of the Corporation shall be under
the control of its Board of Directors, which shall have the full power
and authority to manage and operate the Corporation in accordance
with this Charter of Incorporation.
The initial Board of Directors shall consist of seven members
appointed by the Tribal Council of the Grand Traverse Band, but the
number of Directors may thereafter be increased or decreased at any
time by a duly adopted resolution of the shareholder.
(a)
At the annual meeting of the shareholder, the seven persons appointed
by the Tribal Council shall be Directors and shall constitute the
Board of Directors for the ensuing year.
(b)
The Tribal Council at the annual meeting of the shareholder shall
designate one member of the Board of Directors as the Chairperson
of the Board of Directors and one member of the Board of Directors
as the Vice Chairperson.
[History: Amended Tribal Act #00-18.856, enacted by Tribal
Council on May 2, 2000, retroactive to October 23, 1998.]
(a)
All Directors shall be members of the Grand Traverse Band, as determined
by the laws of the Grand Traverse Band.
(b)
All Directors must pass a mandatory background investigation to determine
their suitability for the directorship position.
(1)
A felony conviction, theft-related misdemeanor or the commission
and/or conviction of a crime of violence shall be disqualifying.
(c)
No employee of the Corporation managed enterprises shall be eligible
to serve as a Director during the time of such employment.
(a)
The Board of Directors shall manage the general affairs and business
of the Corporation.
(b)
The Directors shall in all cases act as a Board of Directors, regularly
convened, by a majority vote, and they may adopt such rules and regulations
for the conduct of their meetings and the management of the Corporation
as they may deem proper, not inconsistent with this Charter of Incorporation,
the Bylaws of the Corporation, and applicable Tribal or federal law.
(c)
The Vice-Chairperson shall assume the duties of the Chairperson in
the absence of the Chairperson.
(a)
Regular meetings of the Board of Directors shall be held immediately
following the annual meetings of the shareholder.
(b)
Special meetings of the Board of Directors may be called by the Chairperson
of the Board of Directors or the C.E.O. of the Corporation at any
time, and shall be called by the President or the Secretary upon the
request of two Directors.
(a)
Notice of meetings, other than the regular annual meeting, shall
be given by service upon each Director in person, or by mailing to
the last known post office address of the Director, at least 10 days
before the date therein designated for such meeting, including the
day of mailing, of a written or printed notice thereof specifying
the time and place of such meeting, and the business to be brought
before the meeting.
(b)
At any meeting at which every member of the Board of Directors shall
be present, whether held with or without notice, any business may
be transacted which might have been transacted if the meeting had
been duly called.
At a meeting of the Board of Directors, a majority of the Board
shall constitute a quorum for the transaction of business; but in
the event of a quorum not being present, a lesser number may adjourn
the meeting from time to time without further notice.
At a meeting of the Board of Directors, each Director shall
have one vote.
(a)
A Director who is present at a meeting of the Board of Directors
at which action on any matter is taken shall be presumed to have assented
to the action taken, unless a dissent to such action shall be entered
in the minutes of the meeting, or unless the Director shall file a
written dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof, or shall forward such
dissent by registered or certified mail to the Secretary of the Corporation
immediately after the adjournment of the meeting.
(b)
Such right to dissent shall not apply to a Director who voted in
favor of such action.
(a)
Any Director may resign at any time by giving written notice to the
C.E.O. of the Corporation, and such resignation shall be effective
on the date specified in the notice.
(b)
Any one or more of the Directors may be removed either with or without
cause, at any time by a vote of the shareholder, at any special meeting
of the shareholder called for that purpose, or at the annual meeting
of the shareholder.
(a)
Whenever any vacancy shall occur in the Board of Directors by death,
resignation, removal, or otherwise, the same shall be filled without
undue delay by the shareholder at a special meeting which shall be
called for that purpose.
(b)
Such appointment shall be held within 60 days after the occurrence
of such vacancy.
(c)
The person so appointed shall hold office until the next annual meeting
of the Board of Directors and until his or her successor shall have
been duly nominated and appointed, and shall have qualified and taken
office.
Any action required or permitted to be taken by the Board of
Directors at a meeting may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by
all of the members of the Board of Directors.
The initial Board of Directors of the Corporation shall consist
of the following persons, who shall serve until the first annual meeting
of the shareholder and thereafter until their successors have been
duly nominated and appointed, and shall have qualified and taken office:
|
Name
|
Address
|
|---|---|
|
George E. Bennett, Tribal Chairman
|
2605 N. West Bayshore Drive Suttons Bay, MI 49682
|
|
[1 Tribal Councilor]
| |
|
[5 Tribal members appointed by Tribal Council]
|
