8.7 Voting may be by voice or ballot, except that any election of officers must be by secret ballot. 8.8 Each voting member shall be entitled to cast one vote, through its designated representative, on each matter submitted to a vote of the members. Member Tribes must be present to vote and may not cast their vote through representatives of other Member Tribes, i.e., there shall be no proxy voting. 8.9 If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be the act of the members, unless the vote of a greater number of voting by classes is required by the Nonprofit Act, the articles of incorporation, or herein. 8.10 Member Tribes may send delegations to Tribal Membership meetings consisting of duly authorized representatives, alternates and anyone else who would be eligible to be an authorized representative. Tribal delegations to meetings of the Tribal Membership shall not exceed five (5) persons unless specifically authorized by the Tribal Membership. The presence of any authorized representative or designated alternate of a Member Tribe at a meeting of the Tribal Membership shall constitute the presence of such member at that meeting. 8.11 A member’s attendance at a meeting constitutes a waiver of notice of and presence at that meeting, unless the member objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called. Attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting. Subject to the provisions and limitations of the Nonprofit Act and any other applicable laws, and subject to any limitations in the articles of incorporation and bylaws regarding actions that require the approval of the members, IGA’s activities and affairs shall be managed, and all corporate power shall be exercised, by or under the direction of the Tribal Membership. 9.2 Without prejudice to the general powers set forth in the articles of incorporation and herein, but subject to the same limitations, the Tribal Membership shall have the power to do all things necessary to transact the affairs of IGA, including but not limited to the power, either directly or through officers and agents of IGA, to: A. Appoint and remove IGA agents, consultants, representatives, professionals, and employees; prescribe powers and duties for them consistent with the law, the articles of incorporation and these bylaws; fix their compensation; and require from them security for faithful performance of their duties. B. Change the principal office from one location to another; cause IGA to be qualified to conduct its activities on any reservation or in any state, territory, dependency or country; C. Adopt and use a corporate seal; prescribed the forms of membership certificates; alter the forms of the seal and certificates; D. Corporate Powers Vested in the Tribal Membership 9.1 Borrow money and incur indebtedness on behalf of IGA; cause to be executed and delivered for its purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities; and
9.
Deleted: N
Deleted: N Deleted: N
Deleted: N
Deleted: N
Deleted: N
Deleted: National Deleted: May 13, 2014
Bylaws of the Indian Gaming Association
Page 5
As Amended
Made with FlippingBook - Online catalogs