(1) CEA shall exercise its powers in the best interests of the Tribe within the limits of responsible business judgment and this chapter.

(2) CEA shall adopt such rules and bylaws (the “CEA Bylaws”) as it may determine necessary for the orderly conduct of its business and as prescribed in this chapter, including the initial CEA Bylaws to be established and approved by a majority vote of the CEA Board members.

(3) CEA Board members shall be reimbursed for expenses incurred in attending meetings or in furtherance of business objectives, and CEA may, at its discretion, establish compensation to be paid to its Board members, subject to approval by the Tribal Council, on a per-meeting attended or annual basis.

(4) In addition to the Plan described in Chapter 29.04 CTC, the Chair of the CEA Board shall make a formal report to the Tribal Council no less than each quarter outlining the operations and financial status of CEA, and any of its subsidiaries and affiliates, for that quarter and for the fiscal year to that date. Within 120 days after the end of the fiscal year, the CEA Board shall also prepare a summary of the annual report for release to the Tribe’s members. The annual report along with the minutes of each CEA Board meeting, excluding proprietary information and contracts, will be made available to Tribal Council upon request. The CEA Bylaws and CEA personnel policies shall be made available for inspection by any interested member of the Tribe during regular business hours at CEA’s headquarters.

(5) No CEA Board member may vote on any matter before CEA in which such member has a direct or indirect financial interest that is specific and peculiar to that member. The CEA Board may adopt a conflict-of-interest policy and may require annual CEA Board members to annually certify compliance with such conflict of interest policy. [Res. 23-139, 2023.]