Alaska Inter-Tribal Council

ARTICLE I – OFFICES OF AI-TC
Section 1. Registered Office
The Alaska Inter-Tribal Council (AI-TC) shall maintain a registered office(s) in the State of Alaska.

ARTICLE II – MEETING OF THE AI-TC
Section 1. Special Meetings
(a) Notice. Notice of the place, day and hour of any annual or special meeting shall be given in person or by mail not less than thirty (30) days before the meeting. Notice shall be considered given when it is mailed to member AI-TC tribes. The attendance of any member at a meeting shall be deemed a waiver of notice of such meeting.

ARTICLE III – DUTIES OF OFFICERS OF AI-TC EXECUTIVE COUNCIL
Section 1. Chairperson
The Chairperson shall preside over all meetings of the AI-TC and the Executive Council and shall perform all duties of a Chairperson, and exercise the authority delegated to him/her by the AI-TC Executive Council. The Chairperson shall have the power to vote only in the event of a tie vote of the remaining members of the Executive Council.

Section 2. Vice-Chairperson
The Vice-Chairman shall assist the Chairperson when called upon to do so, and in the absence of the chairperson shall exercise all powers and duties of the Chairperson.

Section 3. Secretary
The Secretary shall have charge of all correspondence of the Alaska Inter-Tribal Executive Council, be responsible for all minutes of regular and special meetings, and retain and make available copies of all resolutions adopted by the Alaska inter-Tribal Executive Council. At the expiration of the Secretary’s term, all official records shall be transferred to the Alaska Inter-Tribal Council.

Section 4. Treasurer
The Treasurer shall be responsible for all funds of the Alaska Inter-Tribal Executive Council, maintain a complete accounting of all receipts and disbursements of such funds and make financial reports. At the expiration of the Treasurer’s term, all official records, accounts, and reports shall be transferred to the Alaska Inter-Tribal Executive Council.

Section 5. Chairperson Pro Tem
In the absence of the Chairperson and Vice-Chairperson, a Chairperson Pro Tem shall be appointed by the Alaska Inter-Tribal Executive council members in attendance at any regular or special meeting.

Section 6. Appointment of Employment of Officers, Agents, Etc.
The AI-TC Executive Council may from time to time appoint, employ or retain such other officers, agents or employees as it may deem in the AI-TC’sinterest. Compensation, if any, which such officers, agents, or employees shall be entitled to receive shall be fixed by the Executive Council.

Section 7. Appointed Representatives
From time to time the AI-TC Executive Council may appoint persons (including attorneys, consultants, and lobbyists) to advise the AI-TC Council or to represent the organization in regional associations, professional organization in regional associations, professional organization, statewide, national or international meetings, legislative or administrative hearings, negotiations with agencies, and the like. Such representatives shall have only such authority as are specifically assigned by the Executive Council. Such representatives shall serve at the pleasure of the appointing body.

ARTICLE IV – EXECUTIVE COUNCIL
Section 1. Regular Meetings
Regular meetings of the AI-TC Executive Council shall be held at least four (4) times per year, and may be called by the Chairperson or a majority of the Executive Council. The annual membership meeting shall be one of the regular meetings.

Section 2. Telephonic Meetings
Meeting of the AI-TC Executive Council, consistent with the AI-TC Constitution, may be held by simultaneous telephone conference call by the agreement of a majority of the members of the Executive Council.

Section 3. Compensation
AI-TC Executive Council members shall not receive salaries, wages, bonuses or any other compensation from AI-TC for their services. This section is not meant to prohibit actual expenses or a fixed per diem to be granted to Executive Council member(s) for travel expenses directly related to AI-TC business when authorized by a majority of the Executive Council.

ARTICLE V – INDEMNIFICATION AND LIABILITY
Section 1. Indemnification
Except to the extent prohibited by then applicable law, the AI-TC Executive Council shall reimburse, indemnify and hold harmless each present and future Executive Council member and officer from and against all loss, cost, liability and expense which may be imposed upon or reasonable incurred by such person including cost of defense, and reasonable settlement payments, in connection with any claim, action, suit, or proceeding, or threat thereof, made or instituted against such person in his or her capacity, if a disinterested majority of the Executive Council (or if a majority of the Executive Council is not disinterested, then independent legal council determines in good faith that such person was acting in good faith; (a) within what the person reasonably believed to the scope of this authority or employment, and; (b) for a purpose which that person reasonably believed to be in the best interest of AI-TC). The right of indemnification provided in this section shall inure to each Executive Council member and, in the event of the death of the person, shall extend to the person’s legal representative.

Section 2. Liability
Members of either the AI-TC or the AI-TC Executive Council shall be personally liable for the debts, liabilities or obligations of the AI-TC.

ARTICLE VI – RECORDS AND REPORTS
Section 1. Records
The AI-TC shall maintain adequate and correct books, documents, records and accounts of its business and properties. All of such books, documents, records and accounts shall be kept at its primary place of business as fixed by the AI-TC Executive Council.

Section 2. Access
All member tribes shall enjoy reasonable access to books, documents, records and accounts as prescribed by the Executive Council.

Section 3. Annual Report
A fair and accurate accounting of all financial transactions shall be made available annually to the AI-TC member tribes.

ARTICLE VII – CONTRACTS
Section 1. Conflicts of Interest
No contract or other transaction between the AI-TC and any other entity shall be invalid or voidable simply because an AI-TC member(s), or an Executive Council member(s), may be a party to, interested in, or profit from the contract or transaction. A relationship, interest, or profit is to be disclosed to the AI-TC Executive Council. The contract or transaction must be approved by the majority of the AI-TC Executive Council in order to be effective. If a vote is cast, the affected member(s) may be affected individual(s) will not be liable for any loss incurred under, or by reason of, such contract or transaction. Should the affected members vote be necessary to the entering of such a contract or transaction, the contract of transaction shall be void if it is fair to the AI-TC.