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:
JOINT VENTURE
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.
NET PROFITS
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.
TRIBAL MEMBER
Any person included on the official roll of the Menominee
Tribe.
TRIBE
The Menominee Indian Tribe of Wisconsin.
VENTURE
The Menominee Business Venture established by this Tribal
Ordinance No. 98-06.
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.
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.
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.