[HISTORY: Adopted by the Legislature of the
Menominee Indian Tribe 7-2-1998 by Ord. No. 98-06. Amendments noted where
applicable.]
This Charter is issued to a tribal business
to be known as "Menominee Business Venture."
The purpose of the chartered business shall
be to manage the operation of joint ventures between this tribal business
venture and other businesses on behalf of the Menominee Indian Tribe.
Chartered businesses shall be operated solely as profit-making enterprises,
dedicated to maximizing the financial resources available for the
Menominee Tribal Legislature on behalf of the Menominee people.
Terms used in this Charter shall have the following
meaning; single includes plural, and masculine includes feminine:
The Menominee Constitution and Bylaws.
Any agreement by contract, partnership, joint venture, membership
in a limited liability company, limited liability partnership, or
limited partnership between the Venture and another person or business,
the purpose of which is to generate a profit.
The Menominee Tribal Legislature.
That amount of revenue after cost of sales, operating expenses,
debt service, if any, and any other required expenditures are subtracted
from total generated revenues of the joint venture.
Any person included on the official roll of the Menominee
Tribe.
Land held in trust by the United States for use by the Menominee
Tribe.
The Menominee Indian Tribe of Wisconsin.
The Menominee Business Venture established by this Tribal
Ordinance No. 98-06.
The personal property, including cash, the control of which
is transferred to the Venture by the Legislature or any other entity.
A.
Board of Directors. The form of management of the
Venture shall be a Board of Directors (hereinafter "Board").
B.
The Legislature by majority vote shall appoint three
members to the Board.
C.
Board terms shall be for two years.
D.
Candidates for the Board shall be enrolled tribal
members, exhibit an understanding of business principles, and have
experience, life or academic, in directing a business for profit.
E.
No member of the Board shall be an employee of the
Board or an employee of any joint venture entered into by the Board.
The Board shall:
A.
Have the ability to enter into joint ventures, as
that term is defined under this Charter.
B.
Not enter into any joint venture whereby the Venture,
as a Menominee tribal entity, has less than 51% ownership of such
joint venture.
C.
Be responsible for establishing overall policies and
objectives for the management of the affairs and assets of the Venture.
D.
Establish a fiscal year and submit quarterly reports
to the Legislature; however, the Legislature may require more frequent
periodic reporting as the Legislature shall determine is necessary.
E.
Be subject to all sovereign and governmental authority
of the Tribal Legislature, pursuant to Article XIII, Menominee Constitution
and Bylaws.
F.
Be compensated for meetings as determined by the Legislature;
provided, however, that no more than two meetings in any one month
are permissible unless the Tribal Chairperson approves additional
meetings based on a written request from the Board spelling out the
specific reasons for such additional meetings.
G.
Have no interest, contractual or any other kind, by
virtue of being appointed to the Board.
H.
Require the presence of two members as a quorum.
I.
Elect a Chairperson and Secretary from its membership;
provided, however, that the Secretary may act as Chairperson in his
absence, and the remaining member may act as Secretary in such case.
J.
Not make or participate in making decisions which
involve balancing a personal interest, financial or otherwise, against
the interests held in common by all tribal members; neither shall
a member participate in decisions involving a member of the Board
member's immediate family.
Each Director, employee, and agent of the Venture
shall be entitled, without prejudice to any other rights he may have,
to be reimbursed and indemnified from assets of the Venture for any
of the following: all legal and other expenses reasonably incurred
by him in connection with any claim, action, suit, or proceeding of
whatever nature in which he may be involved as a party or otherwise
by reason of his having served as Director, agent, or employee of
the Venture or any subsidiary of the Venture, whether or not wholly
owned, or by reason of any action alleged to have been taken or omitted
by him as any other such Director, agent, or employee. Reimbursement
and indemnification under this section include amounts paid or incurred
in connection with reasonable settlements made with a view to curtailment
of costs of litigation and with the approval of the Board then in
office. No such reimbursement or indemnification shall relate to any
expense incurred or settlement made in connection with any matter
arising out of the negligence or misconduct of such Director, agent,
or employee as determined either by a court of competent jurisdiction
or, in the absence of such a determination, by the Board acting on
the advice of counsel. The Venture and its Directors, agents, and
employees shall not be liable to anyone for making any determination
as to the existence or absence of liability, or for making or refusing
to make any payment hereunder on the basis of such determination,
or for taking or omitting to take any other action hereunder, in reliance
upon the advice of counsel.
A.
A Director may be recalled from office on grounds
of dishonesty, incompetence, dereliction of duty, absence from any
three scheduled meetings, or other conduct seriously detrimental to
the interests of the Venture and the Tribe.
B.
Recall procedure. The Legislature shall inform the
Director in writing of the intended action, specifically stating the
reasons for recall. Between 10 and 20 days after verified receipt
of the notice of recall, the Legislature shall meet with the Director
and allow him to rebut any of the charges in the notice of recall.
Within five days of said meeting, the Legislature shall inform the
involved Director of its decision.
C.
The Legislature shall, with all due haste, fill any
vacancy created by recall, resignation or other reason of a Director
in the same manner as an initial appointment to the Board for the
remainder of such removed Director's term.
The Venture Board shall have an annual business
meeting at the same time as the annual General Tribal Council for
the purpose of informing tribal members on the operation of the Venture
for the past year.
B.
Additional assets. All income from whatever source
shall constitute additional assets.
C.
Tribal real property. The Venture shall have no interest
in any tribal real property for any purpose. The Venture may have
a leasehold of tribal land pursuant to tribal law and approved by
the Legislature.
A.
General method of operation. The Venture shall be
operated in an efficient, businesslike manner in accordance with this
Charter. The Board shall, in addition to following other businesslike
practices consistent with the above guidelines, cause the following
to be achieved:
(1)
An accounting system, approved by an independent certified
public accounting firm, shall be established;
(3)
An audit of the Venture shall be conducted by an independent
certified public accounting firm as of the last day of business of
each fiscal year;
(4)
An annual financial statement of the operations of
the Venture shall be prepared and presented at the annual General
Council meeting;
(5)
Monthly financial statements of the Venture shall
be prepared and included in the monthly report to the Legislature;
(6)
Prepare and submit an annual budget to the Legislature
for approval prior to the beginning of each fiscal year, which budget
may be amended during the year subject to the approval of the Legislature;
(8)
Carry Wisconsin state workers' compensation insurance
and comply with all applicable federal tax laws.
B.
Distribution of net profits. The net profits of the
Venture shall be allocated in the following manner: monthly, an amount
equal to 100% of the net profits of the Venture shall be disbursed
to the Tribal Legislature.
C.
Creation of debt and encumbrance of assets. In the
exercise of its powers to borrow money, issue temporary long-term
evidence of indebtedness, and pledge or otherwise encumber Venture
assets, the Board shall provide written notice to the Legislature
of the Board's intent to exercise such powers at least 10 days prior
to the exercise when:
A.
The Tribe hereby gives its consent to allowing the
Venture, by specific written agreement with any party, to sue and
be sued in its capacity as a tribal business upon any contract, claim,
or obligation arising out of its activities authorized by this Charter
and hereby authorizes the Venture to agree, by specific written agreement,
to waive any immunity from suit which it might otherwise have. Subject
to the provisions of this Charter, the Venture is authorized to pledge,
mortgage, or otherwise encumber the assets of the Venture as security
for debts and to acquire, sell, lease, exchange, transfer, or assign
personal property or interests therein. In no event shall any assets
of the Tribe, including tribal forest land and other tribal land,
be subject to any obligations of the Venture.
B.
This Charter shall not operate as a partial or total
waiver of the sovereign immunity of the Tribe. The Tribe in no way
waives or limits its sovereign and governmental powers in regard to
the Venture or operations of the Venture.
C.
The Venture shall be entitled to and the Tribe in
no way waives or limits immunities from taxation to which American
Indian tribes, their members, and their businesses are entitled by
law.
If this Charter is terminated by the Legislature,
the Board shall promptly relinquish control over all assets and liabilities
of the Venture to the Legislature, acting on behalf of the Tribe,
or to such other entity as the Legislature shall designate. The Board
shall also promptly deliver all books and records of the Venture to
the Legislature or to such other entity as the Legislature shall designate.
A.
Principal place of business. The principal office
of the Venture shall be located within the exterior boundaries of
the Menominee Reservation.
B.
Agent for service of process. The Board shall designate
an agent of the Venture for the purpose of accepting service of process.
The business address of such agent shall be the principal office of
the Venture.
C.
Seal. The Board may provide a seal of the Venture.
D.
Duration. This Charter shall remain in effect in perpetuity.
If this Charter is terminated by the Legislature, this Charter shall
be null and void.
E.
Cooperation between the Board and Legislature. In
the implementation of this Charter, the Board and the Legislature
shall work together and cooperate in order to promote the best interests
of the Tribe.
