EXHIBIT 3.4
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BYLAWS OF THE
CHUKCHANSI ECONOMIC DEVELOPMENT AUTHORITY
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1. NAME. The name of this Economic Development Authority is CHUKCHANSI
ECONOMIC DEVELOPMENT AUTHORITY (the "Authority").
2. PURPOSES. The Authority is established for the purposes set forth in the
Ordinance of the Picayune Rancheria of Chukchansi Indians Establishing and
Governing the CHUKCHANSI ECONOMIC DEVELOPMENT AUTHORITY.
3. MEMBERSHIP. The Authority shall have a membership that parallels the
membership of the Picayune Rancheria of Chukchansi Indians Tribal Council.
The Board of Directors shall be made up of those members of the Tribe who
are sitting members of the Tribal Council.
a. Meetings of Members
(1) Regularly Scheduled Meetings. Meetings of members
shall be held at any place within or outside the Picayune
Rancheria designated by the Board of Directors (the
"Board"). The Authority may hold regular and special
meetings at such times and places as it may deem
convenient, but at least one regular meeting shall be
held monthly.
(2) Special or Closed Meetings. The Authority may hold
executive or closed meetings for any purposes enumerated
in the Ordinance of the Picayune Rancheria of Chukchansi
Indians Establishing and Governing the Chukchansi
Economic Development Authority
(4) Notice of Members' Meetings. All notices of meetings
of the Board shall be sent by mail or otherwise. Notices
sent by mail shall be sent not less than ten (10) or, if
sent by third-class mail, not less than thirty (30) nor
more than sixty (60) days before the date of the meeting
to each member entitled to vote. Such notice shall state
the place, date, and hour of the meeting and (i) in the
case of a special meeting, the general nature of the
business to be transacted, and no business other than
that specified in the notice may be transacted, or (ii)
in the case of the regular meeting, those matters which
the Board, at the time of the mailing of the notice,
intends to present for action by the members, or any
proper matter may be presented at the meeting for such
action.
(5) Manner of Giving Notice; Affidavit of Notice. Notice
of a meeting of the Board shall be given either
personally or by first-class mail. The notice shall be
deemed to have been given at the time when delivered
personally or deposited in the mail or sent by other
means of written communication. An affidavit of mailing
of any notice or report shall be prima facie evidence of
the giving of the notice or report to the Secretary of
the Authority.
(6) Quorum. Unless otherwise provided in the Articles of
Incorporation of the Corporation, a majority of the
members, represented in person or by proxy, shall
constitute a quorum at a meeting of the members. The
members present at a duly called or held meeting at which
a quorum is present may continue to transact business
until adjournment notwithstanding the withdrawal of
enough members to leave less than a quorum, if any action
taken (other than adjournment) is approved by at least a
majority of the members required to constitute a quorum.
In the absence of a quorum, any meeting of members may be
adjourned from time to time by the vote of a majority of
the members represented either in person or by proxy, but
no other business may be transacted, except as provided
in the last sentence of the preceding paragraph.
(7) Adjourned Meeting; Notice. Any regular or special
meeting of the members, whether or not a quorum is
present, may be adjourned from time to time by the vote
of the majority of the members represented at that
meeting, either in person or by proxy. When any meeting
of the members, either annual or special, is adjourned to
another time or place, notice need not be given of the
adjourned meeting if its time and place are announced at
the meeting at which the adjournment is taken. However,
if the adjournment is for more than forty-five (45) days
from the date set for the original meeting or if a new
record date for the adjourned meeting is fixed, a notice
of the adjourned meeting shall be given to each member
entitled to vote at the adjourned meeting. At any
adjourned meeting the Authority may transact any business
that might have been transacted at the original meeting.
(8) Voting. The members entitled to vote at any meeting
of the members shall be comprised of the Board of
Directors. Elections for directors and voting on any
other matter at a meeting of the members need not be by
ballot unless a member demands election by ballot at the
meeting and before the voting begins. Each member shall
be entitled to one vote on each matter submitted to a
vote of the members. The affirmative vote of the majority
of the members represented and voting at a duly held
meeting at which a quorum is present (which members
voting affirmatively also constitute at least a majority
of the required quorum) shall be the act of the members.
(9) Validation of Meetings; Waiver of Notice; Consent.
The transactions of any meeting of members, either
regular or special, however called and noticed, and
wherever held, are as valid as though they had been taken
at a meeting duly held after regular call and notice, if
a quorum be present either in person or by proxy, and if,
either before or after the meeting, each of the persons
entitled to vote, not present in person or by proxy,
signs a written waiver of notice or a consent to the
holding of the meeting or an approval of the minutes
thereof. Neither the business to be transacted at nor the
purpose of any regular or special meeting of members need
be specified in any written waiver of notice or consent
to the holding of the meeting or approval of the minutes
thereof. All such waivers, consents, and approvals shall
be filed with the Authority records or made a part of the
minutes of the meeting. Attendance of a person at a
meeting shall constitute a waiver of notice of and
presence at that meeting, except when the person objects,
at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called
or convened and except that attendance at a meeting is
not a waiver of any right to object to the consideration
of matters required by law to be included in the notice
of such meeting but not so included, if such objection is
expressly made at the meeting.
(10) Member Action By Written Consent Without a Meeting.
Any action required or permitted to be taken by the
members may be taken without a meeting, if all members
shall individually or collectively consent in writing to
the action. The written consent or consents shall be
filed with the minutes of the proceedings of the members.
The action by written consent shall have the same force
and effect as the unanimous vote of the members.
(11) Record Date. The record date for the purpose of
determining the members entitled to notice of any meeting
of members shall be 10 days before the date of the
meeting. The record date for the purpose of determining
the members entitled to vote at any meeting of members
shall be 10 days before the date of the meeting. The
record date for the purpose of determining the members
entitled to notice of any meeting of members shall be 10
days before the date of the meeting.
(12) Proxies. Every person entitled to vote for
directors, or on any other matter, shall have the right
to do so either in person or by one or more agents
authorized by a written proxy signed by the person and
filed with the Authority. A proxy shall be deemed signed
if the member's name or other authorization is placed on
the proxy (whether by manual signature, typewriting,
telegraphic or electronic transmission or otherwise) by
the member or the member's attorney-in-fact. All validly
executed proxies are revocable.
4. BOARD OF DIRECTORS.
a. Responsibility. Except as otherwise provided by the Articles of
Incorporation or by the Bylaws, the powers of the Corporation
shall be exercised, its property shall be controlled, and its
affairs shall be conducted by the Board of Directors (hereinafter
referred to as the "Board"). The Board may delegate management of
the activities of the Authority to any person or persons or
committees however composed, provided that the activities and
affairs of the Authority shall be managed and all Authority powers
shall be exercised under the ultimate direction of the Board.
b. Composition. The Board shall consist of not less than or more
than seven (7) members.
c. Term and Staggering. Each Director shall hold office for a term
equal to his or her respective term on the Tribal Council. A
member of the Board of Director's terms shall commence upon the
date that the individual is sworn in on the Tribal Council and
shall expire on the date that the individual leaves his or her
position on the Tribal Council.
d. Attendance at Board Meetings. Board members are expected to
attend all meetings of the Board. Board members should notify the
Chairperson or Secretary in advance of any expected absences.
e. Regular Meetings. Regular meetings of the Board shall be held
monthly at such time and place as the Board shall from time to
time determine.
f. Special Meetings. Special meetings of the Board for any purpose
or purposes may be called by the Chairperson, or any two (2) or
more Board members, and shall be held at such place, and on such
date and at such time as may be designated in the notice of such
meeting.
g. Notice of Meetings. At least forty-eight (48) hours notice of
regular and special meetings shall be given to each Board member,
either personally or by mail, postage prepaid, addressed to each
Director at the address appearing on the records of the Authority,
unless each Board member waives notice in writing at such meeting.
h. Quorum. A majority of the members of the Board shall constitute
a quorum at any meeting of the Board; provided, however, that at
least one of the Corporation's elected officers must be among
those present. The act of a majority of the voting power at any
meeting at which a quorum is present shall be considered the act
of the Board. A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of
Board members, if any action is approved by at least a majority of
the required quorum for such meeting, or such greater number as is
required by the Ordinance creating the Chukchansi Economic
Development Authority, these Bylaws, or by law.
i. Adjournment. In the absence of a quorum at a meeting of the
Board, the majority of the Board members present may adjourn the
meeting until the time fixed for the next regular meeting of the
Board.
j. Validation of Transactions. The transactions of the Board
occurring at any meeting, however called or noticed, or wherever
held, shall be as valid as though such meeting were duly held
after regular call and notice if a quorum be present and if,
either before or after the meeting, each Board member who would
have been entitled to vote at the meeting but who was not present
signs a written waiver of notice, a consent to the holding of such
meeting, or an approval of the minutes thereof. All such waivers,
consents or approvals shall be filed with the Authority records
and made a part of the minutes of the meeting.
k. Action Without Meetings. Any action required or permitted to be
taken by the Board under Bylaws may be taken without a meeting, if
all Board members shall individually or collectively consent in
writing to such action. Such written consent or consents shall be
filed with the proceedings of the Board. Such action by written
consent shall have the same force and effect as a unanimous vote
of such Board members. Any certificate or other document filed on
behalf of the Authority relating to an action taken by the Board
without a meeting shall state that the action was taken by a
unanimous written consent of the Board without a meeting, and that
the Bylaws of this Authority authorized its Board members so to act.
l. Telephonic Meetings. Members of the Board may participate in a
meeting through use of a conference telephone or similar
communications equipment, so long as all Directors participating
in such meeting can hear one another. Participation in a meeting
pursuant to this section constitutes presence in person at such
meeting.
m. Fees and Compensation. Board members, members of committees, and
officers shall receive no compensation for their services. However,
they may receive a stipend to be determined by the Board of
Directors, plus expenses in accordance with policies to be developed
by the Board of Directors.
5. OFFICERS
a. Officers. The officers of the Authority shall consist of a
Chairperson, and the other Board members, each of whom shall be a
Director. The officers of the Authority shall retain the title they
received by virtue of membership on the Tribal Council. Officers
shall attend meetings of the Board, its Executive Committee, and any
other committee of which they are members.
b. Resignation. Any officer or Board member may resign at any time by
giving written notice to the Board, the President, or the Secretary.
Any such resignation shall take effect at the date of the receipt of
such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
c. Chairperson. The Chairperson shall preside at all meetings of the
Board, and shall have such other powers and duties as may be
prescribed from time to time by the Board.
6. COMMITTEES
a. Committees Generally. Committees of the Board shall be standing or
special. Each committee shall exercise such power and carry out such
functions as are designated by these Bylaws or as delegated by the
Board from time to time, shall keep minutes of its meetings, and
shall report to the Board concerning its activities. The Chair of
each committee, with the approval of the Committee, may appoint
special subcommittees, subject to approval by the Executive
Committee.
b. Membership and Appointment. Unless otherwise specified in these
Bylaws, each committee shall consist of as many tribal members or
Board members as the Board shall from time to time determine. The
Chairperson, subject to approval by the Board, shall appoint the
Chair of each standing committee annually. Each committee chair shall
appoint other members of the committee, subject to approval by the
Executive Committee. The Chair of each committee, and such members as
designated in these Bylaws shall be Directors. Other committee
members may, but need not be Directors. When deemed necessary,
nonvoting consultants may be called to participate in a committee
meeting.
c. Quorum and Meetings. A majority of the members of a committee
shall constitute a quorum at any meeting of that committee. Each
committee shall meet as often as is necessary to perform its duties.
d. Vacancies. Vacancies in any committee shall be filled for the
unexpired portion of the term by appointment. e. Expenditures. Except
as may otherwise be provided by the Board or by these Bylaws, any
expenditure of Authority funds by a committee, shall require prior
approval of the Board.
7. GENERAL PROVISIONS
a. Offices. The Authority shall have and maintain an office in the
Picayune Rancheria.
b. Agents and Representatives. The Board may appoint such agents and
representatives of the Authority with such powers and to perform such
acts or duties on behalf of the Authority as the Board may see fit,
so far as may be consistent with these Bylaws, the Ordinance creating
the Chukchansi Economic Development Authority, and the applicable
laws.
c. Contracts. The Board, except as in these Bylaws or otherwise
provided, may authorize any officer or agent to enter into any
contract or execute and deliver any instrument in the name of or on
behalf of the Authority, and such authority may be general or
confined to a specific instance; and unless so authorized by the
Board, no officer, agent, or employee shall have any power or
authority to bind the Authority by any contract or engagement, or to
pledge its credit, or render it liable monetarily for any purpose or
to any amount.
d. Conflict of Interest. During his or her tenure, each member of the
Board of Directors has a duty to the Authority and to the Tribe to
act in the best interest of the Authority and the Tribe. With regard
to all activities of the Authority, each member of the Board of
Directors shall disclose any actual or potential conflict of interest
between himself or herself and the purposes and actions of the
Authority. No person shall participate in any vote if the member
(based on his or her best judgment or on a vote of the remaining
members of the Board of Directors) is unable, due to such conflict,
to act in the best interest of the Authority and/or the Tribe.
e. Indemnification. This Authority may indemnify any Board member who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, by
reason of the fact that he or she is or was a member of the Board of
Directors. To the extent that a member of the Board of Directors has
been successful on the merits or otherwise in defense of any action,
suit or proceeding, or in defense of any claim, issue or matter,
brought by reason of the fact that he or she is or was a member of
the Board of Directors, the Authority shall indemnify him or her
against expenses, including attorney's fees, actually and reasonably
incurred by him or her in connection with the defense.
8. AMENDMENTS
These Bylaws may be amended or repealed, or new Bylaws may be adopted, by the
vote of a majority of the Directors of the Authority present and voting at any
duly held meeting of the Board, or by unanimous written consent of the members
of the Board.