6.20.120 Board of Directors.
(1) Qualifications. The business and affairs of the corporation shall be managed by a board of directors or its functional equivalent, subject to any limitations set forth in the articles of incorporation. The articles of incorporation or bylaws may prescribe qualifications for directors. A director of a corporation authorized to transact business in Samish Indian Country pursuant to this chapter need not be an enrolled member of the Tribe unless the articles of incorporation or bylaws so prescribe.
(2) Number and Election of Directors. A board of directors must consist of one or more individuals, with the number established in the articles of incorporation or bylaws. Initial directors may be named in the articles of incorporation or elected by the shareholders or, prior to the issuance of shares, elected by the incorporators; thereafter, directors shall be elected at the annual shareholders’ meeting, subject to the provisions in subsection (3) of this section. If a corporation is to be wholly or partially owned by the Tribe, the articles or bylaws may provide that the Tribal Council shall vote the Tribe’s shares.
(3) Terms of Directors. At the first meeting of the shareholders and at each annual meeting thereafter, the shareholders shall elect directors to hold office until the next succeeding annual meeting unless otherwise permitted in this chapter, the articles of incorporation or the bylaws. Each director shall hold office for the term for which elected until a successor shall have been elected and qualified.
(4) Resignation of Directors. A director may resign at any time by delivering written notice to the board of directors or its chairperson.
(5) Removal of Directors.
(a) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only with cause. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.
(b) A director may be removed by the shareholders only at a meeting called for the purpose of removing the director, and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.
(6) Vacancies on the Board of Directors. Unless the articles of incorporation or bylaws provide otherwise, a vacancy on the board of directors may be filled by the board of directors.
(7) Compensation of Directors. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.
(8) Director Conflict of Interest. A conflict of interest transaction, which is one in which a director has an interest in a transaction with the corporation, is not voidable by the corporation solely because of the director’s interest in the transaction if the transaction was approved in one of the following ways and was fair to the corporation at the time it was approved:
(a) The material fact of the transaction and the director’s interest were disclosed or known to the board of directors and the board of directors authorized, approved or ratified the transaction by a majority of the board of directors; provided, that the interested director or directors shall not be counted in determining a quorum and shall not vote; or
(b) The material facts of the transaction and the director’s interest were disclosed or known to the shareholders entitled to vote and they authorized, approved or ratified the transaction by a majority of the shares entitled to vote that are owned by persons other than the interested director.
(9) Loans to Directors. A corporation may not lend money to or guarantee the obligation of a director of the corporation unless the shareholders approve the loan or guarantee or the board of directors determines the loan or guarantee benefits the corporation and approves the loan or guarantee. A corporation wholly owned by the Tribe may not lend money to or guarantee the personal obligation of a director, officer or employee of the corporation under any circumstances.
(10) Special Committees. An affirmative vote of a majority of the board of directors may establish committees having the authority of the board of directors in the management of the business of the corporation only to the extent provided in the resolution establishing the committee. Committees are subject at all times to the direction and control of the board of directors. The committees shall consist of one or more persons, who need not be directors. [Res. 2020-04-005 § 2, 2020.]