(g) The Tribal Council may appoint 1 alternate Director. (1) The alternate shall have the same qualifications as regular Directors, and the Board shall advertise, review, and nominate persons for the position to the TBC in the same manner as set forth for regular Directors. (2) The alternate Director shall receive all copies of meeting minutes and the Board shall keep the alternate Director apprised of all activities, decisions, and actions of the Board. (3) The alternate Director shall not be required to attend any meetings of the Board unless attendance is necessary to establish a quorum and then, in such instances, the alternate shall participate as a voting Director of the Board. Legislative History-Adopted 10/31/07, Resolu 2008-065 43-11.03 Removal of Directors. The Tribal Council may remove a Director of the Board for good cause. (a) “Good cause” includes, but is not limited to: (1) Neglect of duty; (2) Abusing the powers or privileges of appointed office; (3) Impropriety or the appearance thereof; (4) Conviction of a felony; (5) Breach of confidentiality, for all matters dealt with in-camera, issues not discussed at the public meeting, or sensitive financial information of the Enterprises; (6) Failure to meet obligatory procedures in the disclosure of conflict of interest; (7) Failure to fulfill the fiduciary duties of a Director; (8) Failure to comply with the attendance policy for Board meetings; and (9) Inappropriate or consistent lack of participation and contribution to effective discussion and Board decision-making. (b) The Board shall present recommendations, in writing, to the Tribal Council for the removal of any Director. (c) Before voting to remove a Director, the Tribal Council shall give the Director reasonable written notice of the reasons for the proposed removal, and an opportunity to respond to such notice at a meeting of the Tribal Council. (1) If, after such a meeting, the Tribal Council determines to remove the Director, the decision of the Tribal Council shall be final and unreviewable. (2) The Board promptly shall consider the replacement of the removed Director. Legislative History - Adopted 10/31/07, Resolu 2008-065 43-11.05 Officers. (a) At its first regular meeting on or after October 1st of each year, the Board shall elect from among its members a President, Vice-president, and Secretary-treasurer, who shall serve 1-year terms of office (b) There shall be no restriction on an Officer’s election for consecutive years. Legislative History - Adopted 10/31/07, Resolu 2008-065 43-11.07 Board Meetings. (a) The Board shall hold regular meetings at least quarterly and may hold regular meetings more frequently by majority vote of the Directors. (b) The President of the Board, or a confirmed majority of the members of the Board, may call Special meetings, as necessary. (1) The alternate Director shall not count for the purposes of calling a special meeting. (2) A call for a special meeting of the Board may be confirmed by Director agreement via email. (c) The Board shall schedule quarterly meetings with the Tribal Council to review the progress of the enterprises. Legislative History - Adopted 10/31/07, Resolu 2008-065 43-11.09 Board Procedures. (a) A quorum of a 5-Director Board shall be 3 members; provided, that at least 2 Directors present must be members of the Spokane Tribe. 379 Revised Spokane Law & Order Code, 5/14/2013

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