Board. — Guam Code § 9106

§ 9106. Board.

(a) The exercise of the powers of the Bureau shall be

directed by the Board of Directors composed of twelve (12)

members selected in accordance with this Section. Five (5)

directors, referred to as ‘appointed directors’ shall be members

and shall be appointed by the Governor with the advice and

consent from the Legislature. One of the appointed directors

shall be a commissioner or assistant commissioner selected by

the Commissioner’s Council. Two (2) members shall be

appointed by the Speaker of the Guam Legislature and shall be

referred to as the ‘Legislative Directors’. Four (4) directors,

referred as ‘elected directors’ shall be contributing members in

good standing elected by the membership. The five (5)

appointed, the legislative directors and four (4) elected directors

shall then select the twelfth (12th) director by a vote requiring

concurrence of eight (8) of the directors. The twelfth (12th)

director shall be actively and directly involved in the tourism

industry. There shall be one (1) alternate director who shall be

appointed by the Speaker of the Legislature with the consent of

the Legislature. He shall have no voting power unless and until a

member of the Board of Directors is absent from a meeting. The

alternate shall replace the first absent director. Should a absent

director, who has been replaced by an alternate arrive at a

meeting, his voting power displaces that of the alternate on any

matters which arise after his arrival. The alternate director shall

not replace a director who is present at a meeting but chooses to

leave prior to the close of the meeting. The Board of Directors

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shall elect from amongst its body a chairperson and vice

chairperson. The twelfth (12th) director from a previous board

shall not be held over solely to act as the twelfth (12th) director

of a new board. The twelfth (12th) director of a new board. (sic)

The twelfth (12th) director of a previous board may be appointed

as the twelfth (12th) director of any subsequent board as set forth

herein.

(b) Eight (8) directors shall constitute a quorum of the board

for the transaction of all business. No director shall be entitled to

vote his or her vote by proxy.

(c) Elected and alternate directors, the legislative directors

and the twelfth (12th) director shall serve for two (2) years.

(d) (1)Appointed directors shall serve at the pleasure of the

Governor.

(2) Legislative Directors and the alternate director shall

serve at the pleasure of the Speaker of the Guam

Legislature.

(e) Elected and alternate directors, the legislative directors

and the twelfth (12th) director may be removed for cause upon

the vote of not less than eight (8) directors or with or without

cause upon the vote of not less than two-thirds (2/3) of the total

number of votes of the contributing members at a properly called

meeting of the contributing members at which a quorum is

present.

(f) (1) A vacancy on the Board, whether created by

resignation or removal, of a director who was appointed by

the Governor shall be filled by appointment of the Governor

with the advice and consent of the Guam Legislature. Said

persons shall serve at the pleasure of the Governor.

(2) The Speaker of the Guam Legislature shall fill

vacancies on the Board, whether created by resignation or

removal, of the Legislative Directors and the alternate

director. Said persons shall serve at the pleasure of the

Speaker of the Guam Legislature.

(g) A vacancy on the Board (whether created by resignation

or removal) of an elected member shall be filled by selection by

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at least two of the remaining elected directors. An elected

director filling a vacancy shall serve only until the end of the

term of the director whom he replaced.

(h) A vacancy on the Board (whether created by resignation

or removal) of the twelfth (12th) director shall be filled by

selection of at least eight (8) of the directors. A person filling a

vacancy of the twelfth (12th) director shall serve only until the

end of the term of the director whom he replaced.

(i) The Board shall act only by resolution at a meeting duly

held. Neither the chairperson nor vice-chairperson nor any

individual director or group of directors shall have any authority

to direct any employee of the Bureau except by resolution

adopted as herein provided. Any resolution or action of the

Board shall require an affirmative vote or eight (8) at a properly

held meeting of the Board.

(j) Special meetings of the Board of Directors may be called

at any time by the Chairperson, or in the Chairperson’s absence,

the Vice-Chairperson; or, by the General Manager on the written

instruction of any two (2) directors.

(k) Neither an elected Director of the eleventh director shall

serve more than two consecutive terms.

(l) A vacancy on the Board (whether created by resignation

or removal) of the legislative member shall be filled by

appointment of the Speaker. The legislative director filling a

vacancy shall serve only until the end of the term of the director

whom he replaced.

(m) Appointments made by I Maga’lahi [the Governor]

shall conform to the requirements of 4 GCA §2105.

(n) Appointments made by I Maga’lahi [the Governor] shall

include an individual who possesses expertise in our island’s

folk arts, culture, language, heritage or history.