[HISTORY: Adopted by the Legislature of the
Menominee Indian Tribe 10-23-1995 by Ord. No. 95-18. Amendments noted where
applicable.]
For the purpose of this Charter, the following
terms shall have the following meanings:
The Menominee Gaming Council Corporation, a tribal business
enterprise.
The Indian Gaming Regulatory Act of 1988, 25 U.S.C. §§ 2701
to 2721 (1988), together with any amendments thereto and any regulations
adopted thereunder.
The tribal governing body elected pursuant to the Menominee
Constitution and Bylaws, Section 3, Article IV, and their successors.
Any person included on the official roll of the Tribe.
Land held in trust for the Tribe by the Secretary of the
Interior.
The Menominee Indian Tribe of Wisconsin.
A.
The Corporation shall be a business entity of the
Tribe to enter into various contracts with Indian tribes and other
entities relating to gaming enterprises owned and/or operated by such
tribes or other entities, including consulting agreements, management
contracts, loan agreements, and related agreements, in a businesslike
manner which will best promote the interests of the Tribe and its
members.
B.
The MTL shall exercise all proper governmental and
sovereign functions in regard to the operations of the Corporation.
The Tribe does not waive or limit its immunity as a federally recognized
Indian tribe by means of this Charter. This Charter shall be liberally
construed in order to achieve the purposes set forth in this section.
The Directors of the Corporation shall be vested
with all powers necessary to permit the Corporation to discharge the
obligations and enforce the rights provided to the Tribe, including,
without limitation, the following:
A.
To operate subject to the requirements of the IGRA
and other applicable laws and regulations.
B.
To enter into agreements, contracts, joint ventures,
and partnerships with any governmental agency or with any person,
partnership, corporation, or Indian tribe; and to agree to any reasonable
conditions attached to federal financial assistance, subject to MTL
approval.
C.
To provide for the training of employees of tribes
or other entities that enter into contracts with the Corporation,
through agreements with other tribal businesses or subsidiary bodies
or otherwise.
D.
To hire, discharge, and supervise all labor and employees
required for the management and operation of the Corporation.
E.
To enter into contracts for maintenance, repairs,
and all other matters reasonably necessary to conduct the business
of the Corporation.
F.
To make and amend reasonable rules and regulations
concerning the use of the subject property.
G.
To lease property for such periods as are authorized
by federal or tribal law and to hold, manage, or sublease the same.
H.
To borrow money and to issue temporary or long-term
evidence of indebtedness and to repay the same, subject to the limitations
of this Charter.
I.
To provide financing, to obtain financing, and to
grant security for such financing, for the construction, equipment,
and other starting costs of gaming facilities.
J.
To pledge and otherwise encumber the assets of the
Corporation as security for debts and to acquire, sell, lease, exchange,
transfer, or assign personal property and interests therein, subject
to approval under the conditions set forth this Charter.
K.
To purchase real and personal property and interests
therein, to take such property by gift, and to lease such property
to the extent provided by law.
L.
To conduct studies of the economic needs of the Corporation
and to prepare and execute plans to implement the conclusions of such
studies.
M.
To purchase insurance for any property or against
any risks or hazards.
N.
To invest such funds as are not required for immediate
disbursement.
O.
To establish and maintain such bank accounts as may
be necessary or convenient.
P.
To take such further actions as are commonly engaged
in by chartered bodies as the Board of Directors may deem reasonably
necessary to effectuate the purposes of the Corporation.
Q.
To adopt such bylaws as the Board of Directors deems
reasonable.
R.
To conduct all other activities reasonably necessary
to implement the powers enumerated above or to further the business
needs of the Corporation.
A.
General powers. The business and affairs of the Corporation
shall be managed by its Board of Directors. The Board of Directors
will determine the manner in which it will exercise its authority
and responsibility for the management of the Corporation and the manner
and extent to which such powers will be delegated to committees of
the Board of Directors or to officers, agents, and employees of the
Corporation. In general, the Board of Directors shall be responsible
for establishing overall policies and objectives for the management
of the affairs and assets of the Corporation and for periodically
reviewing and evaluating management results.
B.
Number, tenure, nomination and qualifications of Directors.
There shall be three Directors who shall serve for a period of three
years.
C.
Vacancies. Any vacancy occurring in the Board of Directors
may be filled until the next succeeding annual business meeting by
a majority vote of the MTL. In the event that such vacancy or vacancies
create difficulty achieving a quorum to take up necessary business,
a majority of Directors even if less than a quorum may fill such a
vacancy by appointing a temporary Director to serve as Director for
one meeting.
D.
Qualifications. To be considered for appointment to
the Board of Directors, a person must meet all of the requirements
of the federal and tribal law, be an enrolled Menominee and exhibit
understanding of business principles.
E.
Restrictions. All Directors shall be enrolled Menominee
tribal members, but no Director shall be an employee of a gaming enterprise
operated by the Corporation or by any tribe which has any contract
with the Corporation.
F.
Conflicts of interest prohibited. In carrying out
the duties of the Board of Directors, no member of the Board shall
make or participate in making decisions which involve balancing a
substantial personal financial interest, other than interests held
in common by all tribal members.
G.
Regular meetings. A regular meeting of the Board of
Directors shall be held immediately after, and at the same place as,
each annual business meeting. The Board of Directors may provide,
by resolution, for the holding of additional regular meetings at specified
times. No notice need be given for such annual meetings or additional
regular meetings.
H.
Special meetings. Special meetings of the Board of
Directors may be called by the Chairperson of the Board and shall
be called by the Secretary on written request of any two Directors.
The person or persons authorized to call special meetings of the Board
of Directors may fix any place for holding any special meeting of
the Board of Directors.
I.
Notice of special meetings. Notice of any special
meeting shall be given to each Director and may be given by either
of the following methods: by delivering or telephoning such notice
to a Director personally at least 72 hours before the time set for
such meeting or by mailing such notice at any post office or United
States mailbox, with postage prepaid, addressed to a Director as his
address may appear on the books of the Corporation, at least 72 hours
before the time appointed for such meeting. Whenever any notice is
required to be given to any Director under the provisions of this
Charter, a waiver thereof, signed at any time by the Director entitled
to such notice, shall be deemed equivalent to the giving of such notice.
The attendance of a Director at a meeting shall constitute a waiver
of notice of such meeting, except where a Director attends a meeting
and there objects to the transaction of any business because the meeting
is not lawfully called or convened. The business to be transacted
at any special meeting of the Board of Directors need not be specified
in the notice or waiver of notice of such meeting.
J.
Quorum. Two of the Directors then in office shall
constitute a quorum for the transaction of business at any meeting
of the Board of Directors. If less than such quorum is present at
a meeting, a majority of the Directors present may adjourn the meeting
from time to time without further notice.
K.
Manner of acting. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act
of the Board of Directors, unless the act of a greater number is required
by this Charter.
L.
Compensation. The Board of Directors shall not be
compensated for any meetings; provided, however, that the Board members
may be compensated for travel and per diem if they are on official
Corporation business tasks.
M.
Presumption of assent. A Director who is present at
a meeting of the Board of Directors or a committee thereof at which
action on any matter is taken shall be presumed to have assented to
the action taken unless he or she objects to such action at the meeting
or unless he or she files his/her written objection to such action
with the Secretary of the Corporation within 72 hours after the adjournment
of the meeting. Such right to object shall not apply to a Director
who voted in favor of such action.
N.
Informal action. Any action required or permitted
by this Charter or by any provision of applicable law may be taken
by the Board of Directors at a meeting. Such action may also be taken
without a meeting if a consent, in writing, setting forth the action
taken, is signed by all of the Directors then in office.
O.
Committees.
(1)
The Board of Directors may designate one or more committees,
including an Executive Committee which may be empowered to take temporary
actions and to act in lieu of the Board of Directors when the Board
is not in session. Each committee shall consist of no fewer than three
and no more than five Directors. The members of each committee and
the Chairperson thereof shall be designated. Such committees may exercise
any powers of the Board of Directors, as set forth in the resolution
appointing each committee, except that committees shall not be empowered
to act in respect to the distribution of profits, amendments to the
agreement, execution of contracts, election of permanent officers,
or filling of vacancies on the Board of Directors or on committees
created pursuant to this section.
(2)
The Board of Directors may elect one or more of its
members as alternate members of any such committee, who may take the
place of any absent member or members at any meeting of such committee
upon request by the Chairperson of the Board, President, or the Chairperson
of such committee. The Board of Directors may also designate such
persons who are not Directors to serve as advisory members of any
committee. Such advisory members shall have no power to vote on any
matter in which the committee is exercising the power of the Board
of Directors in the management of the business and affairs of the
Corporation.
(3)
The Chairperson of each committee of the Board of
Directors shall submit a report from time to time of the activities
and actions of the committee. Such reports will be submitted as the
Board of Directors or the Chairperson of the Board of Directors may
request and shall be delivered to the Chairperson of the Board of
Directors for submission to the Board of Directors. The Chairperson
of the Executive Committee shall submit such reports and shall provide
all members of the Board of Directors with copies of minutes of all
Executive Committee meetings. In exercising his/her duties of Chairperson
of any committee, the Chairperson may request, through the Chairperson
of the Board of Directors or the Executive Director/Administrator,
such information from the officers, agents, or employees of the Corporation
as such committee may require from time to time in fulfilling its
duties.
(4)
Notice of meetings of committees of the Board of Directors
shall be given in accordance with this Charter. The majority of the
number of Directors on a committee shall constitute a quorum for the
transaction of any business at such meeting. Committees may make rules,
not inconsistent with any provisions of this Charter, for conducting
committee business.
P.
Indemnification of Directors and officers. Each present,
former, and future Director and officer of the Corporation shall be
entitled, without prejudice to any other rights he may have, to be
reimbursed and indemnified from assets of the Corporation 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 a Director or officer of the Corporation
or of any subsidiary of the Corporation, whether or not wholly owned,
or by reason of any action alleged to have been taken or omitted by
him as any such Director or officer, provided that the Corporation
need reimburse such officer's or Director's legal fees and expenses
only if those fees are incurred after the officer or Director has
requested, and the Corporation has refused to provide, legal representation
to the officer or Director at the Corporation's expense. Reimbursement
and indemnification under this subsection 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 a majority
of the Directors of the Corporation then in office, other than those
involved, whether or not such majority constitutes a quorum. 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 or officer as determined
either by a court of competent jurisdiction or, in the absence of
such a determination, by such majority of the Directors acting on
the advice of counsel. The Corporation and its Directors, officers,
employees, and agents 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.
Q.
Recall of Directors. Directors may be recalled from
office on grounds of dishonesty, incompetence, nonparticipation in
Board matters, or other conduct seriously detrimental to the interests
of the Tribe or of the Corporation. The Menominee Tribal Legislature
may recall any Director from office upon a simple majority vote of
those present, so long as a quorum exists.
An annual business meeting of the tribal members
shall be held at the discretion of the Corporation Board for the purpose
of informing tribal members on the operation of the Corporation for
the past year.
A.
Number. The principal officers of the Corporation
shall be the Chairperson of the Board of Directors, the Vice Chairperson
of the Board of Directors, and the Secretary/Treasurer.
B.
Election and term of office. The officers shall be
elected by the Board of Directors at the first meeting of the Board
and, thereafter, following the annual meeting. If the election of
officers is not held at such meeting, such election shall be held
as soon as practicable thereafter. Each officer shall hold office
until his successor has been duly elected and qualified, until his
death, or until he resigns or is removed or recalled from office.
C.
Removal. Any officer or agent elected or appointed
by the Board of Directors may be removed by the Board of Directors
whenever in its judgment the best interests of the Corporation will
be served thereby. Such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or appointment
shall not of itself create contract rights.
D.
Vacancies. A vacancy in any principal office may be
filled by the Board of Directors for the unexpired portion of the
term.
E.
Chairperson of the Board of Directors. The Chairperson
of the Board of Directors shall preside at all business meetings of
the tribal members and of the Board of Directors. The Chairperson
of the Board also shall be the chief executive officer of the Corporation
and shall have general supervision and management of the business
and affairs of the Corporation, unless the Board delegates some or
all of such functions to another officer. The Chairperson shall be
an ex officio member of all committees of the Board of Directors and
may call special meetings of the Board of Directors and of any committee
of the Board of Directors. The Chairperson shall receive reports from
Chairpersons of all committees of the Board of Directors and shall
deliver such reports to the Board of Directors and the President.
The Chairperson shall keep the Board of Directors informed as to Corporation
matters. The Chairperson of the Board may sign, with the Secretary
or any other officer of the Corporation authorized by the Board of
Directors, bonds, contracts, or other instruments which the Board
of Directors has authorized to be executed, except in cases where
the signing and execution thereof have been expressly delegated by
the Board of Directors to some other person. In general, the Chairperson
of the Board shall perform all duties incident to the office of the
chief executive officer and such other duties as may be prescribed
by the Board of Directors.
F.
Vice Chairperson of the Board of Directors. The Vice
Chairperson of the Board of Directors shall perform all such duties
usually vested in such office and such other duties as may be required
by the Chairperson or by the Board of Directors to the contrary; the
Vice Chairperson of the Board shall perform the duties of the Chairperson
when the Chairperson is absent or unable to carry out his duties or
when the office is vacant.
G.
Secretary/Treasurer. The Secretary/Treasurer shall
keep the minutes of the meetings of the Board of Directors and any
committee appointed by the Board of Directors; see that all notices
are duly given in accordance with the provisions of this Charter;
be custodian of the Corporation's records and seal and see that the
seal of the Corporation is affixed to all appropriate documents; and
in general perform all duties usually vested in the office of the
Secretary/Treasurer and such other duties as may be assigned by the
Chairperson or by the Board of Directors. The Board of Directors may,
in its discretion, assign all or some of the duties set forth in this
subsection to some person other than the Secretary/Treasurer so long
as such assignment is not inconsistent with any other provisions of
this Charter.
H.
Assistants and acting officers. The Board of Directors
shall have the power to appoint assistants to any officer and acting
officers. Any person so appointed shall have the power to perform
all the duties of the office in question, subject to such limitations
as the Board shall prescribe.
A.
Initial assets. The initial assets of the Corporation
shall consist of the Corporation personal property as described in
a Schedule of Property which is hereby incorporated by reference into
the Charter.[1]
[1]
Editor's Note: The Schedule of Property is on file at the
office of the Tribal Chairperson.
C.
Tribal real property. No tribal real property shall
be an asset of the Corporation for any purpose.
A.
General method of operation. The Corporation shall
be operated in an efficient, businesslike manner in accordance with
this Charter. The Board of Directors shall, in addition to the above
guidelines, cause the following to be achieved:
(1)
An accounting system, approved by an independent certified
public accounting firm, shall be established;
(2)
An inventory of property shall be taken as of the
last day of business of each fiscal year of the Corporation;
(3)
An audit of the Corporation shall be conducted by
an independent certified public accounting firm as of the last day
of business of each fiscal year of the Corporation;
(4)
An annual financial statement of the operations of
the Corporation shall be prepared;
(5)
Monthly and annual financial statements of the Corporation
shall be prepared;
(6)
A proposed budget shall be prepared prior to the beginning
of each fiscal year and may be amended during the year if the Board
deems it necessary;
(7)
The Corporation shall adopt general policies which
shall include, among other appropriate matters, a statement of purpose,
a statement of policy, a statement of administrative policies, and
a statement of personnel policies; and
(8)
The Corporation shall carry Wisconsin workers' compensation
insurance and shall comply with social security laws.
B.
Distribution of net profits. The profits of the Corporation
shall be disbursed by the Corporation to MTL each month; provided,
however, that all actual operating expenses of the Corporation shall
have been paid.
The Tribe hereby gives its consent to allowing
the Corporation, 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. Subject to the provisions of this Charter, the Corporation
is authorized to pledge, mortgage, or otherwise encumber its assets
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 Corporation.
The Menominee Tribal Legislature shall have
the authority to make amendments to any provisions of this Charter.
A.
Termination of Charter. The Menominee Tribal Legislature
shall have the unilateral right to declare this Charter terminated.
B.
Distribution of assets and liability upon termination.
If this Charter is terminated, the Board of Directors shall promptly
relinquish control over all assets and liabilities of the Corporation
to the Menominee Tribal Legislature, acting on behalf of the Tribe,
or to such other entity as the MTL shall designate. The Board of Directors
shall also promptly deliver all books and records of the Corporation
to the Menominee Tribal Legislature, acting on behalf of the Tribe,
or to such other entity as the Menominee Tribal Legislature shall
designate. Upon termination, this Charter shall be null and void.
A.
Principal place of business. The principal office
of the Corporation shall be located on the Menominee Indian Reservation.
The Corporation may have such other offices as the Board of Directors
may designate and as the business of the Corporation may require from
time to time.
B.
Agent for service of process. The Board of Directors
shall designate an agent of the Corporation for the purpose of accepting
service of process. The business address of such agent shall be the
principal office of the Corporation.
C.
Seal. The Board of Directors may provide a seal of
the Corporation.
D.
Duration. This Charter shall remain in effect in perpetuity.
If this Charter expires or is terminated, the Board of Directors shall
promptly relinquish control over the assets and liabilities of the
Corporation to the MTL, acting on behalf of the Tribe, or to such
other entity as the MTL shall designate. Upon termination, this Charter
shall be null and void.
E.
Cooperation between the Board of Directors and the
Menominee Tribal Legislature. In the implementation of this Charter,
the Board of Directors and the Menominee Tribal Legislature shall
work together and cooperate in order to promote the best interests
of the Tribe.
