Chairperson, including but not limited to duties as may be delegated to him by the Tribal Membership and Board of Directors. 13.2 The Vice-Chairperson shall perform the duties of the Chairperson in the absence or disability of that officer to act, and shall perform such other duties as the Tribal Membership or the Chairperson shall direct. 13.3 The Secretary shall attend, and keep the minutes of, the meetings of the Tribal Membership and Board of Directors and shall perform such other duties as usually pertain to the Office of Secretary. Such minutes will be executed within thirty (30) days or before the next meeting of the Tribal Membership and Board of Directors, whichever first occurs. 13.4 The Treasurer shall have the ultimate custody and control of, and responsibility for, all IGA funds and securities and shall deposit same in such bank or depository as the Tribal Membership shall, by resolution, so direct; shall keep a full and accurate account of all monies received and paid on account of the Association; and shall have such other duties as usually pertain to the office of Treasurer or such other duties as may be assigned by the Tribal Membership. Thirty (30) days before any semi-annual meeting of the Tribal Membership as set forth in paragraph 8.1 above, the Treasurer shall cause a financial report to be distributed to each Member Tribe. 14. Membership Records The Secretary shall keep or cause to be kept, at the corporation’s principal office or at a place determined by resolution, a record of the corporation’s members, showing each member’s name, address, and class of membership. Similar information shall be maintained with respect to each official tribal representative and alternate as certified in paragraph 5.2 above. 15. Books of Account The Treasurer shall keep and main or cause to be kept and maintained, at the principal office of IGA, adequate and correct books and accounts of its properties and transactions. The Treasurer shall send or cause to be given to the Member Tribes and directors such financial statements and reports as are required by law, by these bylaws, or by the Tribal Membership, Board of Directors, or Executive Committee to be given. The books of account shall be open to inspection by any Member Tribe at all reasonable times. 16. Right of Indemnity 16.1 For the purpose of this section, “agent” means any person who is or was a director, officer, employee or other agent of IGA or its predecessor unincorporated association; “proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; “expenses” includes without limitation attorneys’’ fees and any expenses of establishing a right to indemnification under this section; and “person” includes any entity. 16.2 IGA shall indemnify any officer, director, employee or Member Tribe of IGA who was or is a party or is threatened to be made a party to an proceeding (other than an action by or in the right of IGA to procure a judgment in its favor, any action for self-dealing, or an action for any breach of duty relating to IGA assets) by reason of the fact that such person is or was an agent of IGA, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of IGA and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding, whether by judgment, settlement, plea or otherwise, shall not create any presumptions with respect to the aforesaid issues relating to good faith, reasonable belief, best interests of IGA or reasonable cause regarding unlawful conduct.
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Bylaws of the Indian Gaming Association
Page 8
As Amended
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