The general policies, scope and procedures of TFE shall be determined by a TFE Board of Directors which shall exercise all powers of TFE granted by the charter.
(Ord. 66 § 3.1, 5-10-1986 (Res. 86-0280))
The Board of Directors shall consist of five members, namely the three members of the Tulalip Board Business Committee, the Chairman of the Tulalip Board and the Executive Director of the Tulalip Tribes.
(Ord. 66 § 3.2, 5-10-1986 (Res. 86-0280))
The directors shall only serve as such so long as they are members of the Tulalip Board Business Committee or hold the position of Executive Director of the Tulalip Tribes or the Chairman of the Tulalip Board, as the case may be.
(Ord. 66 § 3.3, 5-10-1986 (Res. 86-0280))
In constituting the members of the TFE Board, the Tulalip Board has given due consideration to: (1) the qualities of experience, industry, responsibility, integrity, judgment and sensitivity to the unique Indian cultural and social conditions and goals of the Tulalip Indian Tribes; (2) the need for diversity of experience on the TFE Board; (3) the need for adequate expertise in the understanding of the Pacific Northwest forestry industry; and (4) the guidelines of organizations providing financial assistance to TFE.
(Ord. 66 § 3.5, 5-10-1986 (Res. 86-0280))
Any TFE director may resign at any time by delivering a written resignation to the Chairman of the Board of Directors or to the Secretary. Such resignation shall be effective upon receipt, unless otherwise provided by the terms thereof.
(Ord. 66 § 3.6, 5-10-1986 (Res. 86-0280))
Any director may be removed from office by the TFE Board. The Tulalip Board may also request the TFE Board to remove a director. The TFE Board shall then consider such request. If the TFE Board determines not to remove such director, then the Tulalip Board may remove such director upon determination that such director has not properly carried out his responsibilities as a director.
(Ord. 66 § 3.7, 5-10-1986 (Res. 86-0280))
Whenever the number of directors shall for any reason be less than the number fixed by this chapter, any vacancies shall be filled by the Tulalip Board. Each director so appointed to fill a vacancy shall hold office for the remainder of the term of the position vacated.
(Ord. 66 § 3.8, 5-10-1986 (Res. 86-0280))
The officers of TFE shall be a Chairman, Secretary and Treasurer, to be selected by the TFE Board from among its members. The officers shall be appointed each year by the TFE Board at its annual meeting. Unless an officer resigns, dies or is removed prior thereto, he or she shall hold office until his or her successor has been chosen and qualified. Any officer may resign at any time by delivering a written resignation to the Chairman or Secretary. Any officer may be removed from that office at any time, with or without cause, by a majority vote of the directors at a duly held meeting of the TFE Board with a quorum being present. Proper notice specifying the proposed removal shall be given prior to any meeting of the TFE Board of Directors at which such removal shall be considered. Vacancies in office may be filled for the unexpired portion of the term by the TFE Board.
(Ord. 66 § 3.9, 5-10-1986 (Res. 86-0280))
The annual meeting of the TFE Board for the election of officers and for the transaction of such other business as may properly come before it shall be held at the principal office of TFE on the anniversary date of the approval of this chapter by the Tribal Board.
(Ord. 66 § 3.10, 5-10-1986 (Res. 86-0280))
Other meetings of the TFE Board shall be held at any time as determined by the TFE Board or when called by either the Chairman or two members of the Board. Except as required for the annual meeting, each meeting of the Board of Directors shall be held at such place and at such time as shall be specified by notice thereof.
(Ord. 66 § 3.11, 5-10-1986 (Res. 86-0280))
Two members of the Board shall constitute a quorum. A meeting at which there is no quorum may by resolution of a director be adjourned from time to time for a period not exceeding 10 days in any one case.
(Ord. 66 § 3.12, 5-10-1986 (Res. 86-0280))
Notice of each meeting of the TFE Board shall be mailed to each director, addressed to his or her residence or usual place of business, not less than five nor more than 20 days before the day on which the meeting is to be held, or notice may be delivered to such director personally not less than two days before the day on which the meeting is to be held. Notice of any meeting of the TFE Board need not be given to any director who shall waive such notice whether before or after such meeting or if such director is present at the meeting.
(Ord. 66 § 3.13, 5-10-1986 (Res. 86-0280))
At all meetings of the TFE Board where a quorum is present, all matters shall be decided by a vote of the majority of the directors present at the meeting. The Chairman shall preside at each meeting, and in his absence, the Secretary shall so act.
(Ord. 66 § 3.14, 5-10-1986 (Res. 86-0280))
Action taken by a majority of the number of directors established by this chapter without a meeting in respect to any matter properly within the TFE Board’s charter authority is nevertheless a valid action of the Board of Directors if, either before or after such action is taken, all directors sign and file with the Secretary, for inclusion in the minute book, a memorandum showing the nature of the action taken, that each member of the TFE Board consents to the Board acting informally in respect of such matters, and the names of the directors who approved the action so taken and the names of the directors who oppose such action.
(Ord. 66 § 3.15, 5-10-1986 (Res. 86-0280))
Any director may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment which enables all directors participating in the meeting to hear one another.
(Ord. 66 § 3.16, 5-10-1986 (Res. 86-0280))
The Secretary shall keep, or cause to be kept, a complete and accurate record of all meetings, copies of which shall be furnished to the TFE Board and to the Tulalip Board.
(Ord. 66 § 3.17, 5-10-1986 (Res. 86-0280))
Compensation of the TFE Board members shall be determined by the TFE Board and shall be paid from TFE funds, subject to approval of the Tulalip Board.
(Ord. 66 § 3.18, 5-10-1986 (Res. 86-0280))
The Chairman and Secretary of the TFE Board may sign such papers as the TFE Board may authorize for and on behalf of the TFE Board.
(Ord. 66 § 3.19, 5-10-1986 (Res. 86-0280))
Each member of the TFE Board, including the Chairman, shall be entitled to vote on each matter coming properly before the Board.
(Ord. 66 § 3.20, 5-10-1986 (Res. 86-0280))
The Board of Directors shall be responsible to and accountable to the Tulalip Board.
(Ord. 66 § 3.21, 5-10-1986 (Res. 86-0280))
The TFE Board may from time to time establish committees which shall have such duties and the members of which shall hold office for such periods as the TFE Board may determine.
(Ord. 66 § 3.22, 5-10-1986 (Res. 86-0280))
All members of the TFE Board and those TFE employees specifically designated by the TFE Board shall be bonded.
(Ord. 66 § 3.23, 5-10-1986 (Res. 86-0280))
The officers of the TFE Board shall have the following duties and powers.
(1) 
Chairman. The Chairman of the Board shall preside at all meetings of the directors and he/she shall have such other powers and duties as may from time to time be assigned to him/her by the TFE Board.
(2) 
Secretary. The Secretary shall issue notices for all meetings, except for the notices for special meetings of the directors which are called by the requisite number of directors, shall keep minutes of all meetings, shall have charge of seal and the books, and shall make such reports and perform such other duties as are incident to this office, or are properly required of him/her by the TFE Board.
(3) 
Treasurer. The Treasurer shall have principal oversight responsibilities for all financial functions and affairs of TFE and shall serve as the TFE Board’s principal financial liaison with the General Manager, Controller and other members of TFE management having financial management responsibilities and with TFE’s accounting firm and financial advisors. He/she shall perform such other duties incident to this office or that are properly required of him/her by the TFE Board.
(4) 
Delegation. In the case of absence or inability to act of any officer and of any person herein authorized to act in his place, the TFE Board may from time to time delegate the powers or duties of such officer to any other officer or any TFE director or other person whom it may select.
(Ord. 66 § 3.24, 5-10-1986 (Res. 86-0280))
Any contract or other transaction between TFE and one or more of its directors, or between TFE and any corporation, firm, association, or other entity of which one or more of its directors are stockholders, members, directors, officers or employees, or in which they are interested, shall be valid for all purposes, notwithstanding the presence of such director at the meeting of the Board of Directors which acts upon such contract or transaction, and notwithstanding his participation in such action by voting or otherwise; provided, that the fact of such interest shall be disclosed to or known by the directors acting on such contract or transaction.
(Ord. 66 § 3.25, 5-10-1986 (Res. 86-0280))