(a)
The officers of the Corporation shall be employees of the Grand Traverse
Band Economic Development Corporation.
(b)
The officers shall be Chief Executive Officer, Assistant Executive
Officer, Chief Financial Officer and Treasurer, Secretary and Records
Keeper, and General Counsel.
(c)
The Board of Directors may by resolution add additional officer positions
at any time and appoint qualified candidates to fill such positions.
[History: As amended by Res. # 03-024, enacted by the Economic
Development Corporation on October 7, 2003.]
All officers of the Corporation shall be appointed by the Board
of Directors annually, at the Regular Meeting of the Board of Directors
to be held immediately following the annual meeting of the shareholder,
to serve for a term ending on the next annual Regular Meeting, or
until such officers or their successors are duly elected and are qualified.
The initial term of any officer appointed at a different meeting,
or by consent of the Board, as provided herein, shall serve until
the next annual Regular Meeting of the Board of Directors.
(a)
Any officer may resign at any time by giving written notice to the
Chairperson of the Board of Directors, and such resignation shall
be effective on the date specified in the notice.
(b)
Any one or more of the officers may be removed with or without cause,
at any time, by a majority vote of the Board of Directors at any special
meeting called for that purpose, or at the annual meeting.
(c)
The terms of the officers employment contract shall be honored as
liquidated damages.
All vacancies in any office shall be filled by the Board of
Directors without undue delay, at any regular meeting or at a meeting
specially called for that purpose, for the unexpired portion of the
term.
(a)
The C.E.O. shall be the chief executive officer of the Corporation
and, subject to the control of the Board of Directors, shall in general
supervise and control all of the business and affairs of the Corporation
on a day-to-day basis.
(b)
He or she shall, when present, preside at all meetings of the Board
of Directors.
(c)
He or she may sign, without the Secretary or other officer of the
Corporation, any deeds, mortgages, bonds, contracts, or other instruments
which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly
delegated by the Board of Directors to some other officer or agent
of the Corporation, or shall be required by law to be otherwise signed
or executed; and in general shall perform all duties incident to the
office of chief executive officer and such other duties as may be
prescribed by the Board of Directors from time to time.
(a)
In the absence of the C.E.O., or in the event of his or her death
or inability to act, the Assistant Executive Officer (or in the event
there be more than one A.E.O., the A.E.O. in the order designated
at the time of their appointment, or in the absence of any designation,
then in the order of their appointment), shall perform the duties
of the C.E.O., and when so acting, shall have all the powers of and
be subject to all the restrictions upon the C.E.O.
(b)
Any A.E.O. shall perform such other duties as from time to time may
be assigned to him or her by the Board of Directors.
The Secretary shall:
(a)
Keep the minutes of the proceedings of the Board of Directors in
one or more books provided for that purpose;
(b)
See that all notices are duly given in accordance with the provisions
of this Charter of Incorporation, or as required by law;
(c)
Be custodian of the corporate records and of the seal of the Corporation
and see that the seal of the Corporation is affixed, if required by
law or if otherwise appropriate, to all documents the execution of
which on behalf of the Corporation under its seal is duly authorized;
and
(d)
In general perform all duties incident to the office of Secretary
and such other duties as from time to time may be assigned to him
or her by the Board of Directors.
(a)
The C.F.O. Treasurer shall:
(1)
Have charge and custody of and be responsible for all funds and securities
of the Corporation;
(2)
Receive and give receipts for monies due and payable to the Corporation
from any source whatsoever, and deposit all such monies in the name
of the Corporation from any source whatsoever, and deposit all such
monies in the name of the Corporation in such banks, trust companies,
or other depositories as shall be selected by the Board of Directors;
and
(3)
In general perform all of the duties incident to the office of C.F.O.
Treasurer and such other duties as from time to time may be assigned
to him or her by the Board of Directors.
(b)
If required by the Board of Directors, the C.F.O. Treasurer shall
give a bond for the faithful discharge of his or her duties in such
sum and with such surety or sureties as the Board of Directors shall
determine.
The General Counsel shall provide legal advice and opinions
on corporate matters of the Corporation and act as the legal representative
of the Corporation in all matters related to the management or litigation
conducted by the Corporation or filed against the Corporation.
The salaries or other compensation of the officers shall be
fixed from time to time by the Board of Directors.
