7.1 Management

a. The business and affairs of the Company shall be managed by its Managers acting as set forth in this Article and in Article III subject to approval and consent of the Tribal Council on those matters specified herein. Decisions relating to the business and affairs of the Company, other than those that are clearly routine or incidental to the day-to-day conduct of the Company's business, shall be made by majority vote of the Managers. The Managers are hereby authorized to take any action and make any decision with their areas of authority delegated to them by the Board pursuant to Section 3.2 that is clearly routine or incidental to the day-to-day conduct of the Company's business. The following types of actions and decisions are not incidental to the day-today conduct of the Company's business and require the consent or approval of the Tribal Council: (i) selling, disposing of, or leasing the non-inventory assets of the Company having an aggregate value in excess of $50,000; (ii) acquiring any real or personal property with a value in excess of $50,000 other than building materials and supplies obtained in the ordinary course of the Company's business; (iii) incurring debt in excess of $100,000; (iv) making any distributions other than ordinary quarterly distributions to the TMBCI; (v) mortgaging, pledging, or otherwise encumbering any assets of the Company; (vi) amending the Articles of Organization; (vii) taking or authorizing any act on behalf of the Company that contravenes these Articles; (viii) taking or authorizing any such act which would make it impossible to carry on the ordinary business of the Company; or (ix) taking or authorizing any other action or making any other decision requiring the consent or approval of the Tribal Council as set forth in these Articles.

b. The Managers shall manage and control the business of the Company in accordance with generally accepted business standards and the provisions of Article III of these Articles, and shall devote such time to the Company's business as shall be reasonably necessary.

c. The Managers shall not be liable, responsible, or accountable in damages or otherwise to the Company for any acts performed or omitted by them in good faith except for acts or omissions which constitute gross negligence or willful misconduct. The Managers shall be indemnified and held harmless by the Company, to the extent of the assets, against obligations and liabilities arising or resulting from or incidental to the management of the Company's affairs, provided that no Manager shall be entitled to indemnification hereunder for acts or omissions constituting gross negligence or willful misconduct. Any such indemnification shall only be from the assets of the Company.