(1) Membership. The duties and powers of CEA set forth herein shall be carried out by a CEA Board appointed by the Tribal Council consisting of no less than five nor more than nine total members. The CEA Board shall be comprised at all times (subject to vacancies) of an odd number of members. The CEA Board shall automatically include, the Chairperson and Vice Chairperson of the General Council, and the Chair of the Tribal Council. The Tribal Council retains, as the owner of CEA, the right to appoint up to six but no less than two Tribal members to be voting members of the CEA Board at all times.

(2) Term. The term of the CEA Board members shall be established in the CEA Bylaws (as defined in this chapter), provided that the term shall not exceed four years. Terms of CEA Board members, other than those persons serving by virtue of their position as an elected official of the Tribe, may be adjusted to provide staggered terms.

(3) Vacancy. In the event of a vacancy on the CEA Board, CEA shall notify the Tribal Council as soon as the CEA Board becomes aware of such vacancy. The Tribal Council may then proceed to select a person to fill the vacant position. The Tribal Council’s decision shall be final.

(4) Manner of Acting. Meetings, the manner of acting, quorum, and action without a meeting shall be established in the CEA Bylaws.

(5) CEA Officers. The CEA Board shall appoint three of its members to serve in the positions of Chair, Vice-Chair, and Secretary of the CEA Board. The CEA Board shall define the duties of these positions, along with specifications relating to officers’ resignation, removal, and compensation, in the CEA Bylaws.

(6) Manager. The CEA Board may employ a manager to conduct and oversee the daily operations of CEA’s commercial activities, and perform all responsibilities delegated to the manager by the CEA Board. The manager may not serve as a voting member of the CEA Board. [Res. 23-139, 2023.]