the Gustavus Community Center
1. Meetings of the Board of Directors
(a) Meetings of the members of the Board will be held in Gustavus, Alaska unless otherwise noted in the notice provided in Section 2.
(b) The first meeting of each calendar year will be the “annual meeting” of the members of the Board and will be held in Gustavus, Alaska. Failure to hold the annual meeting at the designated time does not constitute a forfeiture or dissolution of the corporation.
(c) Special meetings may be called by the president or by three or more members of the board of directors.
(d) At least one board meeting per calendar year will be open to the public.
2. Notice of Board Meetings
Regular meetings of the board of directors may be held with or without notice as prescribed in the bylaws. A notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 3 days before the date of the meeting, either personally or by e-mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at the meeting.
(a) The five directors shall have one vote each. The four alternate directors shall not be voting members unless they are filling in for an absent member.
(b) An absent director shall either choose an alternate board member to take his/her place during the absence or can vote by conference call or e-mail. If the absent director has not designated an alternate director to vote in their place, then the alternate member who has been on the board the longest will vote in place of an absent director.
(c) If a corporation has no members or its members have no right to vote, the directors shall have sole voting power.
4. Board of Directors
A board of directors shall manage the affairs of a corporation. There are no qualifications required of Directors.
5. Number of Directors
The number of directors of this corporation shall be five voting Directors and four non-voting Alternate Directors. The number of directors may be increased or decreased from time to time by amendment to the bylaws, but a decrease may not have the effect of shortening the term of an incumbent director.
6. Membership and Term of Office of Board of Directors
(a) The names and addresses of the members of the first board of directors are stated in the articles of incorporation.
(b) New directors are appointed for a three-year term that starts at the member’s first board meeting.
(c) Director appointments and re-appointments or term-extensions of members at the end of their term will happen by majority vote at the next board meeting.
(a) A vacancy occurring in the board of directors and a directorship to be filled because of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors and alternate directors.
(b) If a director or alternate director resigns, the remaining eight directors and their alternates will vote on an incoming director to fill the seat. A majority in favor of the incoming director is required in this instance.
(c) Director resignations will be effective 60 days from when the director announces their resignation, unless there are extenuating circumstances subject to approval by the Board.
(d) Incoming directors are assigned as alternate, (i.e. non-voting) board members. In this case, the alternate director who has been on the board the longest becomes a director with voting rights.
8. Quorum of Directors
In all other instances other than that stated in Section 7 (b) and Section 10, a quorum is considered three voting directors. If a quorum is present, the affirmative vote of a majority of the votes represented at the meeting who are entitled to vote on the subject matter is the considered an official act of the Board.
The officers of a corporation consist of a president/chairman, one or more vice presidents as prescribed by the bylaws, a secretary, and a treasurer. At the annual meeting the board of directors shall elect each of the officers. Two or more offices may be held by the same person, except the offices of president and secretary.
10. Removal of Officers
A director or agent may be removed by a majority of the board members (remaining voting and alternate members) whenever in its judgment the best interests of the corporation will be served.
Upon dissolution, any remaining net proceeds from gaming activity under AS 05.15 will be distributed to one or more existing permittees, other than a multiple-beneficiary permittee, in accordance with 15 AAC 160.020(a)(5).
Christine Gabriele, Secretary, Board of Directors
Date 17 March 2019
Gustavus Community Center