The general policies, scope and procedures of the company shall be determined by the Management Board, which shall exercise all powers granted by this chapter.
(Ord. 70 § 2.1, 11-7-1987)
The Management Board shall consist of four members who shall be the three members of the Board of Directors serving on the Tribal Business Committee, and the Tribes’ Executive Director. All four Management Board members shall be voting members of the Management Board.
(Ord. 70 § 2.2, 11-7-1987)
Management Board members who are Business Committee members shall serve only during their term as Business Committee members. The Executive Director shall serve only so long as he retains that position. Each Management Board member shall hold office until their successors are selected.
(Ord. 70 § 2.3, 11-7-1987)
Any Management Board member may resign at any time by delivering a written resignation to the Chairman or Vice-Chairman of the Management Board. Such resignation shall be effective upon receipt, unless otherwise provided by the terms thereof.
(Ord. 70 § 2.4, 11-7-1987)
Any Management Board member may be removed from office by a majority vote of the members of the Board present and voting at any duly called and held meeting of the Board. Removal shall be mandated in the event any Management Board member either misses three consecutive meetings or six meetings within any 12-month period.
(Ord. 70 § 2.5, 11-7-1987)
Whenever the number of Management Board members shall for any reason be less than the number fixed by this chapter, any vacancies may be filled by a majority vote of the Board at its next meeting. Each member so elected to fill a vacancy shall hold office for the remainder of the term of the position vacated.
(Ord. 70 § 2.6, 11-7-1987)
The officers of the company shall be a President, Vice-President, Secretary, and Treasurer, to be selected by the Board, from among its members. The officers shall be appointed each year by the Board. 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 be removed at any time with or without cause, by a majority vote of the Board. Vacancies in office may be filled for the unexpired portion of the term by the Board. Each officer shall be bonded in an amount set by the Board.
(Ord. 70 § 2.7, 11-7-1987)
The annual meeting of the Management Board shall be held at the principal office of the company on the second Tuesday in January in each year.
(Ord. 70 § 2.8, 11-7-1987)
Regular meetings of the Management Board shall be held monthly at a time established by the Board. Special meetings shall be held at any time when called by either the Chairman or three members of the Management Board. Except as required for the annual meeting, each meeting of the Management Board shall be held at such place as shall be specified in the notice thereof.
(Ord. 70 § 2.9, 11-7-1987)
Three members of the Management Board shall constitute a quorum. Those members present at a meeting at which there is no quorum may, by mutual consent, adjourn the meeting from time to time for a period not exceeding 10 days in any one case.
(Ord. 70 § 2.10, 11-7-1987)
Notice of each meeting of the Management Board shall be mailed to each member, 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 member personally not less than two days before the day on which the meeting is to be held. Notice of any meeting of the Management Board need not be given to any Board member who shall waive such notice whether before or after such meeting or if such member is present at the meeting.
(Ord. 70 § 2.11, 11-7-1987)
At all meetings of the Management Board where a quorum is present, all matters shall be decided by a vote of, the majority of the Management Board present at the meeting. The President shall preside at each meeting and in his absence the Vice-President shall so act.
(Ord. 70 § 2.12, 11-7-1987)
Any Management Board member may participate in a meeting of the Management Board by telephone conference or similar arrangement which enables all Management Board members to participate meaningfully in the meeting.
(Ord. 70 § 2.13, 11-7-1987)
The Secretary shall keep, or cause to be kept, a complete record of all Management Board meetings, copies of which shall be given to members of the Management Board and shall be available for inspection to members of the Tulalip Tribes.
(Ord. 70 § 2.14, 11-7-1987)
The Management Board shall serve without compensation. However, they shall be reimbursed for actual expenses incurred in fulfilling their duties. Such reimbursement shall come from company funds.
(Ord. 70 § 2.15, 11-7-1987)
Either the President or Vice-President of the Management Board may sign on behalf of the company. The Management Board may authorize the General Manager, and certain other named employees, to sign for and on behalf of the company, for specified purposes.
(Ord. 70 § 2.16, 11-7-1987)
The Management Board shall be directly responsible to the Board. The Management Board shall present to the Board a report of the company’s activities during the preceding year, as provided in TTC § 15.25.400, and such other reports, at such times, as are required by the Board.
(Ord. 70 § 2.17, 11-7-1987)
The Management Board may from time to time establish committees with such duties and length of responsibility as the Management Board may deem necessary.
(Ord. 70 § 2.18, 11-7-1987)
The Management Board may hire such additional employees as it deems necessary, consistent with the Tribal Personnel Policy Manual, Tribal law, and the budget of the company. The employees shall be entitled to the same benefits and immunities of employees of the Tulalip Tribal government.
(Ord. 70 § 2.19, 11-7-1987)
The officers of the Management Board shall have the following powers and duties:
(1)
President. The President shall preside at meetings of the Management Board, and shall have other powers and duties as may from time to time be assigned to him by the Management Board.
(2)
Vice-President. The Vice-President shall, in the absence or disability of the President, exercise all powers, assume the responsibilities, and perform the duties of the President and shall have such other powers and duties as may from time to time be assigned to him by the Management Board.
(3)
Secretary. The Secretary shall issue notices for meetings when required under TTC § 15.25.180, shall keep minutes of all meetings, shall have charge of the seal and the books, and shall make such reports and perform such other duties as are incident to his/her office, or are properly assigned to him/her by the Management Board.
(4)
Treasurer. The Treasurer shall have the custody of company monies and securities and shall keep, or cause to be kept, regular books of account. He/she shall disburse the funds of the company in payment of the just demands against it or as may be ordered by the Management Board, taking proper vouchers for such disbursements, and shall render to the Management Board from time to time and whenever requested an account of all his/her transactions as Treasurer and of the financial condition of the company. He/she shall perform such other duties incident to his/her office that are properly required of him/her by the Management Board.
(5)
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 Management Board may from time to time delegate the powers or duties of such officer to any other officer or any Management Board member, or other person whom it may select.
(6)
Bylaws. The Management Board may adopt bylaws which shall further govern the activities of the Management Board, describe the duties of the officers and provide for such other matters as the Management Board shall consider appropriate. The bylaws may be altered, amended, or repealed, in the discretion of the Management Board. However, no bylaw shall be adopted which is inconsistent with the provisions of this chapter, without the approval and consent of the Board.
(Ord. 70 § 2.20, 11-7-1987)