(b) Each committee shall consist of at least 2 members, who serve at the pleasure of the Board.
(c) To the extent specified by the Board of Directors or in the Articles of Incorporation or Bylaws,
each committee may exercise the authority of the Board of Directors.
(d) Provisions of this Code regarding giving notice, action without a meeting, waiver of notice,
quorum, and voting requirements of the Board of Directors shall apply to the committees and
their members as well.
(e) The designation of such committee and the delegation thereto of authority shall not operate to
relieve the Board of Directors or any member thereof any responsibility imposed upon it or him
by law.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-4.10 Place of Meetings; Special Meetings. Meetings of the Board of Directors, regular or special, may be
held at such place within or without the boundaries of the Reservation as may be provided in the Bylaws or
by Resolution adopted by a majority of the Board of Directors.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-4.11 Notice of Meetings; Waiver of Notice.
(a) Meetings of the Board of Directors shall be held upon such notice as is prescribed in the
Bylaws.
(b) Attendance of a director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or convened.
(c) Neither the business to be transacted at, nor the purpose of, any regular or special meeting of
the Board of Directors need be specified in the notice or waiver of notice of such meeting.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-4.12 Waiver of Notice.
(a) A director may waive any notice required by this Code, the Articles of Incorporation, or Bylaws
before or after the date and time stated in the notice, and such waiver shall be equivalent to the
giving of such notice. Except as provided by subsection (b) of this section, the waiver must be
in writing, signed by the director entitled to the notice, and delivered to the corporation for
inclusion in the minutes or filing with the corporate records.
(b) A director’s attendance at or participation in a meeting waives any required notice to the director
of the meeting unless the director at the beginning of the meeting, or promptly upon the
director’s 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.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-4.13 General Standards for Directors.
(a) A director shall discharge the duties of a director, including duties as member of a committee:
(1) In good faith;
(2) With the care an ordinarily prudent person in a like position would exercise under similar
circumstances; and
(3) In a manner the director reasonably believes to be in the best interests of the
corporation.
(b) In discharging the duties of a director, a director is entitled to rely on information, opinions,
reports, or statements, including financial statements and other financial data, if prepared or
presented by:
(1) One or more officers or employees of the corporation whom the director reasonably
believes to be reliable and competent in the matters presented;
(2) Legal counsel, public accountants, or other persons as to matters the director
reasonably believes are within the person’s professional or expert competence; or
(3) A committee of the Board of Directors of which the director is not a member if the
director reasonably believes the committee merits confidence.
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Revised Spokane Law & Order Code, 5/14/2013