Article II Committee Members and Officers

All members (except the initial members) shall be elected, appointed or designated as provided in the charter or bylaws. If no method of designation or appointment is set forth in the charter or bylaws, the members (other than the initial members) shall be elected by the Board.

A decrease in the number of members does not shorten an incumbent member’s term.

Except as provided in the charter or bylaws:

The term of a member filling a vacancy in the office of a member elected by members expires at the next election of members; and

The term of a member filling any other vacancy expires at the end of the unexpired term which such member is filling.

§ 15.10.240 Removal of elected members.

Despite the expiration of a member’s term he or she continues to serve until a successor is elected or appointed and qualifies or until there is a decrease in the number of members.

(Ord. 130 § 2.3, 10-6-2006 (Res. 2006-314))

The Committee may vote to remove one or more members with or without cause.

A member may be removed by other members only at a meeting called for that purpose and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the member.

An entire Fund Committee may be removed under subsections (1) and (2) of this section.

The Committee of a fund may, without cause, remove a member who has been elected by that Committee by the vote of two-thirds of the members then in office or such greater number as is set forth in the charter or bylaws.

§ 15.10.250 Removal of designated or appointed members.

If at the beginning of a member’s term on the Committee, the charter or bylaws provide that the member may be removed for missing a specified number of meetings, the Committee may remove the member for failing to attend the specified number of meetings. The member may be removed only if a majority of the members then in office vote for the removal.

(Ord. 130 § 2.4, 10-6-2006 (Res. 2006-314))

A designated member may be removed by an amendment to the charter or bylaws deleting or changing the designation.

Appointed Members.

Except as otherwise provided in the charter or bylaws, an appointed member may be removed without cause by the person appointing the member;

The person removing the member shall do so by giving written notice of the removal to the member and either the presiding officer of the Board or the fund’s President or Secretary;

§ 15.10.260 Vacancy on the Fund Committee.

A removal is effective when the notice is effective unless the notice specifies a future effective date.

(Ord. 130 § 2.5, 10-6-2006 (Res. 2006-314))

Unless the charter or bylaws provide otherwise, if a vacant office was held by an appointed member, only the person who appointed the member may fill the vacancy.

If a vacant office was held by a designated member, the vacancy shall be filled as provided in the charter or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may be filled by the Board.

A vacancy that will occur at a specific later date, by reason of a resignation or otherwise, may be filled before the vacancy occurs but the new member may not take office until the vacancy occurs.

(Ord. 130 § 2.6, 10-6-2006 (Res. 2006-314))

§ 15.10.270 Meetings.

The Charitable Fund Committee may hold regular or special meetings on or off the Reservation.

Unless the charter or bylaws provide otherwise, the Charitable Fund Committee may permit any or all members to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which members participating may simultaneously hear each other during the meeting. A member participating in a meeting by this means is deemed to be present in person at the meeting.

(Ord. 130 § 2.7, 10-6-2006 (Res. 2006-314))

§ 15.10.280 Action without meeting.

Unless the charter or bylaws provide otherwise, action required or permitted by this chapter to be taken at a Charitable Fund Committee meeting may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents describing the action taken signed by each member, and included in the minutes or filed with the corporate records reflecting the action taken.

Action taken under this section is effective when the last member signs the consent unless the consent specifies a different effective date.

A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

(Ord. 130 § 2.8, 10-6-2006 (Res. 2006-314))

§ 15.10.290 Notice of meeting.

Unless the charter or bylaws provide otherwise, regular meetings of the Charitable Fund Committee may be held as provided in the bylaws without notice.

Unless the charter or bylaws provide for a longer or shorter period, special meetings of the Charitable Fund Committee must be preceded by at least two days’ notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the charter, bylaws or the provisions of this chapter.

(Ord. 130 § 2.9, 10-6-2006 (Res. 2006-314))

§ 15.10.300 Waiver of notice.

A member may waive any notice required by this chapter, the charter or the bylaws before or after the date and time stated in the notice. Except as provided by subsection (2) of this section, the waiver must be in writing, signed by the member entitled to the notice, and filed with the minutes or corporate records.

A member’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless that member at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

(Ord. 130 § 2.10, 10-6-2006 (Res. 2006-314))

§ 15.10.310 Quorum.

The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any such provisions, members having at least one-tenth of the votes entitled to be cast represented in person or by proxy shall constitute a quorum. The affirmative vote of a majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by this chapter, the charter or the bylaws.

Unless otherwise provided by the charter or the bylaws, the members present at a duly organized meeting may continue to do business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum.

§ 15.10.320 General standards for members.

If a meeting cannot be organized because a quorum has not attended, those present may adjourn the meeting from time to time until a quorum is present; when any business may be transacted that may have been transacted at the meeting as originally called.

(Ord. 130 § 2.11, 10-6-2006 (Res. 2006-314))

A member shall discharge his or her duties as a member, including duties as a member of a Committee:

In good faith;

With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

In a manner he or she reasonably believes to be in the best interests of the fund.

In discharging his or her duties a member is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

One or more members, officers or employees of the fund whom the member reasonably believes to be reliable and competent in the matters presented;

Legal counsel, public accountants, or other persons as to matters the member reasonably believes are within the person’s professional or expert competence; or

A member of the Board of Directors as to matters within its jurisdiction, if the member reasonably believes the Board member merits confidence.

A member is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.

A member shall not be deemed to be a trustee with respect to the fund or with respect to any property held or administered by the fund, including, without limit, property that may be subject to restrictions imposed by the donor or transferor of such property, and notwithstanding that the fund may be a trustee with respect to the property.

§ 15.10.330 Member conflict of interest.

A member is not liable for any action taken as a member, or any failure to take any action, if he or she performed the duties of office in compliance with this section.

(Ord. 130 § 2.12, 10-6-2006 (Res. 2006-314))

A conflict of interest transaction is a transaction with the fund in which a member of the fund has a direct or indirect interest. A conflict of interest transaction is not voidable or the basis for imposing liability on the member if the transaction was fair at the time it was entered into or is approved as provided in subsection (2) or (3) of this section.

A transaction in which a member of a public benefit fund has a conflict of interest may be approved:

In advance by the vote of the Charitable Fund Committee, a Committee of the Board, or the Board if:

(i)

The material facts of the transaction and the member’s interest are disclosed or known to the Board or Committee of the Board; and

(ii)

The members approving the transaction in good faith reasonably believe that the transaction is fair to the fund; or

Before or after it is consummated, by obtaining approval of the:

(i)

Member of commerce; or

(ii)

Tribal Court in an action of which the member of commerce is given notice.

A transaction in which a member of a mutual benefit fund has a conflict of interest may be approved if:

The material facts of the transaction and the member’s interest were disclosed or known to the Charitable Fund Committee or a Committee of the Board and the Board of Committee of the Board authorized, approved, or ratified the transaction; or

The material facts of the transaction and the member’s interest were disclosed or known to the members and they authorized, approved, or ratified the transaction.

For purposes of this section, a member of the fund has an indirect interest in a transaction if:

Another entity in which he or she has a material financial interest or in which he or she is a general partner is a party to the transaction; or

Another entity of which he or she is a member, officer, or trustee is a party to the transaction and the transaction is or should be considered by the Charitable Fund Committee of the fund.

§ 15.10.340 Liability for unlawful payments.

For purposes of subsections (2) and (3) of this section, a conflict of interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the members on the Charitable Fund Committee who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved, or ratified under this section by a single member. If a majority of the members who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a member with a direct or indirect interest in the transaction does not affect the validity of any action taken under subsections (2) and (3) of this section if the transaction is otherwise authorized, approved, or ratified as provided in subsection (2) or (3) of this section.

(6)

For purposes of subsection (3)(b) of this section, a conflict of interest transaction is authorized, approved or ratified if it receives the vote of a majority of the votes entitled to be counted under this subsection. Votes cast by or voted under the control of a member who has a direct or indirect interest in the transaction, and votes cast by or voted under the control of an entity described in subsection (4)(a) of this section, may not be counted in a vote of members to determine whether to authorize, approve, or ratify a conflict of interest transaction under subsection (3)(b) of this section. The vote of these members, however, is counted in determining whether the transaction is approved under other sections of this chapter. A majority of the voting members, whether or not present, entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section.

(7)

The charter, bylaws, or a resolution of the Board may impose additional requirements on conflict of interest transactions.

(Ord. 130 § 2.13, 10-6-2006 (Res. 2006-314))

Unless he or she complies with the applicable standards of conduct described in TTC § 15.10.320, a member who votes for or assents to any payment of money by the fund to an officer or member made in violation of TTC § 15.10.050 or the charter is personally liable to the fund for the amount of the payment that exceeds what could have been distributed without violating this chapter or the charter.

A member held liable for an unlawful payment under subsection (1) of this section is entitled to contribution:

From every other member who voted for or assented to the payment without complying with the applicable standards of conduct described in TTC § 15.10.320; and

From each officer or member who received an unlawful payment, for the amount of the unlawful payment, whether of not he or she accepted the payment knowing it was made in violation of this chapter or the charter.

(Ord. 130 § 2.14, 10-6-2006 (Res. 2006-314))

§ 15.10.350 Officers.

The officers of a fund shall consist of a President, a Secretary, and a Treasurer, and may include one or more Vice-Presidents, and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time and in such manner and for such terms not exceeding three years as may be prescribed in the charter or the bylaws. In the absence of any such provision, all officers shall be elected or appointed annually by the Charitable Fund Committee. If the bylaws so provide, any two or more offices may be held by the same person, except the offices of President and Secretary.

The charter or the bylaws may provide that any one or more officers of the fund or other organizations shall be ex officio members of the Charitable Fund Committee.

The officers of a fund may be designated by such other titles as may be provided in the charter or the bylaws.

All officers and agents of the fund, as between themselves and the fund, shall have such authority and perform such duties in the management of the property and affairs of the fund as may be provided in the bylaws, or as may be determined by resolution of the Charitable Fund Committee not inconsistent with the bylaws.

§ 15.10.370 Standards of conduct for officers.

A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the Charitable Fund Committee.

(6)

The bylaws or the Charitable Fund Committee shall delegate to one of the officers responsibility for preparing minutes of the members’ and members’ meetings and for authenticating records of the fund.

(7)

The same individual may simultaneously hold more than one office in a fund.

(8)

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the Charitable Fund Committee or by direction of an officer authorized by the Charitable Fund Committee to prescribe the duties of other officers.

(Ord. 130 § 2.15, 10-6-2006 (Res. 2006-314))

§ 15.10.360 Removal of officers.

Any officer or agent elected or appointed may be removed by the persons authorized to elect or appoint such officer or agent whenever, in their judgment, the best interest of the fund will be served thereby, but such removal shall be without prejudice to the contract right, if any, of the person so removed. Election or appointment of an officer or agent shall not in itself create contract rights.

(Ord. 130 § 2.16, 10-6-2006 (Res. 2006-314))

An officer with discretionary authority shall discharge his or her duties under that authority:

In good faith;

With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

In a manner he or she reasonably believes to be in the best interests of the fund.

In discharging his or her duties an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

One or more officers or employees of the fund whom the officer reasonably believes to be reliable and competent in the matters presented; or

Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person’s professional or expert competence.

An officer is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.

§ 15.10.380 Resignation and removal of officers.

An officer is not liable for any action taken as an officer, or any failure to take any action, if he or she performed the duties of office in compliance with this section.

(Ord. 130 § 2.17, 10-6-2006 (Res. 2006-314))

An officer may resign at any time by delivering notice to the fund. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the fund accepts the future effective date, its Charitable Fund Committee may fill the pending vacancy before the effective date if the Charitable Fund Committee provides that the successor does not take office until the effective date.