29.03.060 Bylaws

The corporation shall be governed by a set of bylaws. Unless there is submitted to the Tribal Secretary/Treasurer of the Turtle Mountain Band of Chippewa Indians a different form of bylaws, the bylaws shall be as follows:

BYLAWS OF _____

ARTICLE I. PRINCIPAL PLACE OF BUSINESS

The principal place of business of the corporation shall be located within the boundaries of the Turtle Mountain Band of Chippewa Indian Reservation at the registered office of the corporation.

ARTICLE II. SHAREHOLDERS

Section 1. Annual Meetings.

The annual meeting of the shareholders shall be on the 15th day of the month of January each year at 10:00 a.m. at the registered office of the corporation for the purpose of electing directors and for the transaction of any business which may properly come before a meeting of the shareholders. If the annual meeting is not held at the time above designated, an alternative meeting of the shareholders shall be designated by the president of the corporation.

Section 2. Voting Rights.

Each owner of a share of stock of the corporation shall be entitled at the meeting of the shareholders to one vote for each share standing in his name. A majority of the outstanding shares of the corporation represented in person shall constitute a quorum at the meeting of the shareholders and a majority of all the votes cast at any meeting of the shareholders shall be decisive of any action.

Section 3. Notice of the Meeting.

Notice stating the place, day and hour of the meeting and the purpose for which the meeting has been called shall be given to all shareholders. Written notice stating the place, day and hour of meeting shall be delivered not less than five business days prior to the date of meeting by mail to the shareholders. Notice shall be deemed delivered when deposited in the United States mail.

ARTICLE III. BOARD OF DIRECTORS

Section 1. Powers.

The affairs of the corporation shall be managed by a Board of Directors.

Section 2. Number of Directors.

The number of directors of a corporation shall be not less than three. Each director shall hold office until (a) the next annual meeting of the shareholders and until his or her successor has been duly elected and qualified or (b) until his or her death or (c) until he or she shall resign or shall have been removed from office by affirmative vote of the majority of the outstanding shareholders. A director may resign at any time by filing his or her written resignation with the secretary of the corporation.

Section 3. Meetings.

The annual meeting of the Board of Directors shall be held without any notice other than these bylaws immediately after and at the same place as the annual meeting of the shareholders or immediately after any adjourned session thereof.

Section 4. Special Meetings.

Special meetings of the Board of Directors may be called at the request of the President or any two directors. Notice of the special meeting shall be given to all directors of the corporation personally.

Section 5. Quorum.

The majority of the number of directors in section 2 shall constitute a quorum for the transaction of any business at any meeting of the Board of Directors. The act of the majority of the directors present at the meeting at which a quorum is present shall be the act of the Board of Directors.

Section 6. Vacancies.

Any vacancies occurring on the Board of Directors shall be filled by affirmative vote of the remaining directors then in office, though less than a quorum of the Board of Directors.

Section 7. Compensation.

The Board of Directors may establish reasonable compensation for all directors for services rendered to the corporation as directors.

ARTICLE IV. OFFICERS

Section 1. Number.

The Board of Directors shall elect a President, Secretary, and a Treasurer, and such officers and agents as they may so desire. Any two offices may be held by the same person.

Section 2. Election.

The officers of the corporation shall be elected by the Board of Directors and shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after the annual meeting of the shareholders or any adjournment thereof.

Section 3. Removal and Vacancies.

Any officer appointed by the Board of Directors may be removed by the Board of Directors with or without cause. A vacancy in any of the principal offices because of death, resignation, removal or disqualification or otherwise shall be filled by the Board of Directors for the unexpired portion of the term.

Section 4. President.

The President shall be the principal executive officer of the corporation and shall supervise and control all of the business affairs of the corporation subject to the direction and control of the Board of Directors.

Section 5. Secretary.

The Secretary shall:

(a) Keep all minutes of the shareholders' meetings and of meetings of the Board of Directors;

(b) See that all notices are duly given in accordance with the provisions set forth in these bylaws;

(c) Be custodian of the corporate records; and

(d) In general, perform all duties incident to the office of secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned by the President or by the Board of Directors.

Section 6. Treasurer.

The Treasurer shall be the chief financial officer of the corporation and shall exercise general supervision over the receipt, custody, and disbursement of corporate funds.

Section 7. Salaries.

The salaries of the principal officers shall be fixed from time to time by the Board of Directors. The salaries so fixed must be reasonable in relation to the services rendered

ARTICLE V. AMENDMENTS

These bylaws may be altered, amended or repealed and new bylaws may be adopted by the shareholders at any annual or special meeting of the shareholders.