[HISTORY: Adopted by the Legislature of the
Menominee Indian Tribe 9-2-1999 by Ord. No. 99-21. Amendments noted where
applicable.]
A.
BOARD OF DIRECTORS
ELIGIBLE VOTER
ENTERPRISE PERSONAL PROPERTY
MANAGEMENT PLAN OF MENOMINEE ENTERPRISES (hereinafter "Management
Plan")
MENOMINEE CONSTITUTION AND BYLAWS, AS AMENDED (hereinafter "Constitution")
MENOMINEE ENTERPRISES, INC.
MENOMINEE TRIBAL ENTERPRISES (hereinafter "MTE")
MTE SUPERVISORY EMPLOYEE
PRINCIPAL PLACE OF BUSINESS
RESERVATION
SUBJECT PROPERTY
TRIBAL FOREST LANDS
TRIBAL LEGISLATURE
TRIBAL MEMBER
TRIBE
For the purpose of this Charter, the following terms
shall have the following meaning:
That entity which is elected under this Charter.
Any tribal member who is at least 18 years of age on the
date of an election held under this Charter.
That personal property, including cash on hand, described
in the attached Exhibit C.[1]
That document approved in 1975 which is terminated by establishment
of this Charter.
That document approved in 1976 by tribal members and ratified
by the Secretary of the Interior in 1977.
That Wisconsin corporation established in 1961 for the purpose
of maintaining ownership of tribal assets which were affected by the
Termination Act.
The tribally chartered successor business established by this Charter. See Subsection B of this section.
Any person who is employed in a position in MTE's operation
who supervises other employees.
Neopit, Wisconsin.
The Reservation of the Tribe.
The tribal forest lands, the personal property described
in Exhibits A, B, and C attached hereto,[2] and such additional assets as may have been obtained by
the prior management under the Management Plan.
The following described real property together with all down
and standing timber existing on or connected with said real property:
all land classified as forest lands in the deed from the United States
of America to Menominee Enterprises, Inc., dated April 26, 1961, and
recorded September 10, 1961, with the Register of Deeds of Menominee
County, Wisconsin, in Volume 1 of Records at page 15, as Document
No. 10, excepting that portion conveyed by Menominee Enterprises,
Inc., to bona fide purchasers of record and that portion reclassified
by Menominee Enterprises, Inc., and leased, used or occupied for residential
purposes.
The tribal governing body elected pursuant to the Constitution.
Any person included on the official roll of the Tribe.
The Menominee Indian Tribe of Wisconsin.
[1]
Editor's Note: Exhibit C is included at the end of this chapter.
[2]
Editor's Note: Exhibits A, B and C are included
at the end of this chapter.
B.
Note: The Management Plan provided for a managing
entity named "Menominee Enterprises, a Tribal Enterprise of the Menominee
Indian Tribe of Wisconsin." The term "MTE" is not mentioned in the
Management Plan and apparently began to be used at some time in place
of the formal title of the managing entity. This Charter legally establishes
"Menominee Tribal Enterprises, MTE" as title of the managing entity
of the subject property.
The purpose of this Charter is to terminate
the Management Plan of 1975 and to organize a successor business as
provided for under Article XII, Menominee Constitution and Bylaws.
The Tribal Legislature hereby states that the Board of Directors elected
under this Charter shall honor and shall give full effect to all valid
contracts, obligations, and liabilities of the prior management known
as "MTE" which are in effect as of the date of the transfer of management
authority provided for under this Charter.
The Tribal Legislature directs that the management
of the subject property by MTE shall follow the policy of promoting
maximum self-determination of the Tribe, and the Tribal Legislature
in dealing with the United States in the management of the subject
property shall seek federal protection and avoid federal domination.
The scope of authority of MTE shall be to manage
and operate the subject property on a sustained-yield basis pursuant
to the provisions of the Forest Management Plan, Menominee Enterprises,
Inc., 1968 to 1982 (1973 revision), as it may be amended, in order
to promote the best interests of the Tribe and tribal members.
A.
Accordingly, the primary duties of MTE shall be to
log, manage, and reforest tribal forest lands; to manufacture, market,
sell and distribute timber, forest products and related products;
and to operate subsidiary businesses concerning the subject property.
MTE shall have all powers necessary to manage and operate the subject
property in order to perform its duties properly as set forth herein.
B.
Limitations on the scope of MTE authority.
(1)
The Tribal Legislature hereby prohibits MTE from contracting
with any federal or state governmental agencies without the approval
of the Tribal Legislature authorizing the signature of the Tribal
Chairperson.
(2)
The Tribal Legislature hereby prohibits MTE from entering
into any contract with or seeking advice from any legal counsel or
law firm without the approval of the Tribal Legislature authorizing
the signature of the Tribal Chairperson. The power to employ legal
counsel, the choice of counsel, and the fixing of fees for legal counsel,
subject to the approval of the Secretary of the Interior, is a vested
power of the Tribal Legislature, per Menominee Constitution and Bylaws
Article III, Section 1.
(3)
MTE shall have no interest in the subject property,
except the right to manage such property as set forth in this Charter,
and the Legislature recognizes that the MTE Board of Directors retains
the authority to set wages, benefits, and policies of MTE and its
employees in concert with the Constitution and Bylaws of the Menominee
Tribe.
(4)
MTE shall have no power of management or control over
tribal property, real or personal, or interests therein.
(5)
MTE is not authorized to pledge, mortgage, lease,
or otherwise encumber tribal land and interests therein except as
may be authorized by the Tribal Legislature. Before the Tribal Legislature
grants any such authority, MTE shall present a request in writing,
stating compelling reasons for such authority, for consideration by
the Tribal Legislature for denial or approval.
(6)
MTE is authorized to acquire and own land or interests
therein in its own name; provided, however, that such property shall
be held in fee by MTE and subject to tribal, state, and federal jurisdiction
as applicable to such fee land. In the event MTE acquires real property
and requests the Tribal Legislature to place real property in trust
for the Menominee Tribe, the provisions of this Charter shall be fully
applicable to such land.
The Tribal Legislature shall retain all authority and power to exercise all proper governmental and sovereign functions over MTE, including but not limited to the following: the power to enact and enforce tribal laws of general applicability, such as tribal preference in employment and the exemption from state and federal taxation, and to direct an annual assessment/evaluation of the state of the forest and lumbering operations pursuant to § 692-15 herein, on a cost-shared equitable basis between the Tribal Legislature and MTE.
A.
For the purpose of enabling MTE to enter into business
agreements either to secure debts or to provide services or products,
MTE is hereby authorized to agree by specific written agreement with
any party to sue and be sued in its capacity as a tribally chartered
business upon any contract, claim, or obligation arising out of its
authorized activities, and for the same purposes MTE is authorized
to agree by specific written agreement with any party to waive immunity
from suit it might otherwise have.
B.
The Tribal Legislature does not waive or limit the right of the Tribe or MTE to sovereign immunity from suit, except as specifically provided for in Subsection A of this section, nor does the Tribal Legislature waive or limit any exceptions and immunities from taxation to which the Tribe, its members and MTE may be entitled by law.
A.
The subject property is being managed on an interim
basis under the Management Plan of 1975 and a Board of Directors elected
under the provisions of that Plan. In accordance with Article XII
of the Constitution, before this Charter becomes effective, a Board
of Directors as provided for herein shall be elected. Pursuant to
its constitutional mandate, the Tribal Legislature sets forth below
the procedure to be followed for a special election of the initial
Board of Directors of the successor business, MTE.
B.
The Tribal Legislature shall schedule a special election
for the initial MTE Board of Directors pursuant to this Charter to
be held on a date to be determined by the Tribal Legislature.
C.
The election shall be conducted by a special election
commission, appointed by the Tribal Legislature, composed of three
adult tribal members. The Commission shall provide for absentee and
write-in voting.
D.
The special election shall be held on one day with
voting at the Tribal Office Building, polls open from 8:00 a.m. to
8:00 p.m. and counting to begin immediately after the polls close.
E.
For the special election, 12 eligible tribal members
shall be elected to the Board of Directors by this special election
and shall serve the following terms: the candidates receiving the
top four highest votes shall serve three-year terms; the candidates
receiving the next four highest votes shall serve two-year terms;
and the candidates receiving the next highest votes shall serve one-year
terms. Four members of the Board of Directors may be from off Reservation
and be elected to the Board as off-Reservation members. Eight members
of the Board shall be residents of the Reservation. In the event that
more than four members are elected from off Reservation, only the
top four candidates shall be considered winners of seats on the Board.
Off-Reservation candidates who may receive votes among the top 12
candidates in excess of the four top off-Reservation candidates shall
be declared ineligible for office by the election commission. Ties
shall be decided by some means of chance. Any dispute or request for
a recount shall be filed with the election commission within five
calendar days of the election. On the sixth calendar day following
the special election, the newly elected Board of Directors shall have
its organizational meeting as provided for herein.
F.
To be eligible as a candidate for the special election, a person is required to be a tribal member of 1/4 degree, age 25 years or more on the day of the election, and not in conflict as described herein and to submit a nominating petition signed by 75 eligible voters to the special election commission, and to have no felony record as noted in § 692-8 herein.
G.
Organization meeting of initial MTE Board of Directors.
The Board of Directors shall meet at a time and place scheduled by
the Tribal Legislature for the purpose of being sworn in as Board
members and electing a Chairperson, Vice Chairperson, and Secretary
from its membership by secret ballot. The Tribal Legislature shall
attend this organization meeting and, by majority vote of both the
Board and the Legislature, determine the process for assuming control
of the management responsibilities and all books and records of the
predecessor business as provided for in the Menominee Constitution,
Article XII, Section 2.
H.
The Board of Directors is hereby authorized to appoint
an eligible tribal member to fill a vacancy on the Board until the
next annual election when an eligible tribal member shall be elected
to complete the term of office vacated.
I.
Directors shall be subject to recall on grounds of
dishonesty, incompetence, nonparticipation in Board matters, individual
actions by a Board member outside the scope of the Board's authority
on MTE business matters, or other conduct detrimental to the interests
of the Tribe or MTE, pursuant to a procedure by the Board that provides
that due process is afforded to the involved Board member(s).
A.
In accordance with Article XVII, Conflict of Interest,
Menominee Constitution and Bylaws, no person who is employed in a
supervisory position in the management of MTE operations as defined
herein, no consultant, legal representative, or contractor of MTE,
no officer of the MTE business, and no person who has been convicted
of any type felony within the past 10 years, unless such person shall
have been pardoned by federal authorities or state authorities or
has received a certificate of rehabilitation from the Menominee Tribal
Court, shall be eligible to be a candidate for the election of the
Board of Directors.
B.
Candidates for election to the Board of Directors
shall be tribal members with a blood quantum of 1/4, age 25 years
or more on the day of the election, and complete the requirements
listed herein.
C.
Any eligible tribal member who wishes to be on the
ballot for the election of the Board of Directors shall be named in
a nominating petition signed by 75 eligible tribal voters and filed
with the appropriate election official at least 30 days prior to the
election.
As an exercise of the sovereign and governmental power of the Tribal Legislature, for the purpose of providing a process for the orderly transition from the Management Plan to management under Article XII of the Constitution, the Tribal Legislature hereby mandates that the terms of the members of the Board of Directors elected in the special election as provided in § 692-7 of this Charter be extended for approximately four months from the date of the special election to February 9, 2000, at which time the regular terms of the members of the Board of Directors elected in the special election shall begin. Following the initial special election of the MTE Board of Directors, the following provisions shall apply to annual elections of the MTE Board of Directors:
A.
Elections of the MTE Board of Directors shall be conducted
by the Tribal Election Commission in order to maintain the integrity
of the election and to avoid any impropriety.
B.
Eligible candidates shall meet the requirements set forth above in the provisions for the special election, § 692-7. A nominating petition signed by 75 eligible tribal voters shall be submitted to the Secretary of MTE 30 days prior to the scheduled election, and the Secretary shall immediately forward such petition to the Tribal Election Commission.
C.
The annual election of the Board of Directors shall
take place on the second Wednesday of January beginning in the year
2001, which day is hereby declared to be the first day of the annual
business meeting of the Board of Directors.
(1)
The regular election of the Board of Directors in
the year 2001 shall be for the purpose of electing four persons to
the Board whose terms were for one year in the special election as
provided for herein. The four persons elected in the year 2001 shall
be elected for a three-year term.
(2)
The regular election of the Board of Directors in
the year 2002 shall be for the purpose of electing four persons whose
terms were for two years in the special election as provided for herein.
The four persons elected in the year 2002 shall be elected for a three-year
term.
(3)
Regular elections of the Board of Directors after
the year 2002 shall be for the four positions of persons whose terms
expire after a three-year term. At no time shall the number of persons
elected to the Board of Directors be more than four persons from off
Reservation.
(4)
The Board of Directors is hereby authorized to appoint
an eligible tribal member to fill a vacancy on the Board until the
next annual election, when an eligible tribal member shall be elected
to complete the term of office, if necessary.
D.
The election shall be held on one day at the Tribal
Office Building, with polls open from 8:00 a.m. to 8:00 p.m. and counting
to begin immediately after the polls close.
E.
The newly elected Board of Directors shall be sworn
in on February 9, which day is designated as the second day of the
annual business meeting.
F.
Directors shall be subject to recall on grounds of
dishonesty, incompetence, nonparticipation in Board matters, individual
actions by a Board member outside the scope of the Board's authority
on MTE business matters, or other conduct detrimental to the interests
of the Tribe or MTE, pursuant to a procedure by the Board that provides
that due process is afforded to the involved Board member(s).
A.
Annual business meeting. The annual business meeting
shall be held for two days. The first day of the annual business meeting
shall be the second Wednesday of January; the second day of the annual
business meeting shall be February 9.
B.
Purposes. The purpose of the annual business meeting
shall be to provide for the election of the required number of members
of the Board of Directors for a full complement of 12 members in the
manner set forth above on day one of the annual meeting, and the second
day of the annual meeting shall be to swear in new Board members,
elect new officers of the Board, and to report on the state of the
subject property managed by the MTE Board of Directors. There shall
be at least 125 eligible tribal voters present on day two before business
can be conducted at such meeting.
C.
Regular meetings. The Board of Directors shall meet
on a quarterly basis as provided for in Article XII, Menominee Constitution
and Bylaws. Other meetings may be held at the call of the Chairperson
of the Board of Directors or two Board members upon 72 hours' notice,
with a posted agenda which includes "Other Business," and such meetings
shall be open to tribal members only, except for executive sessions
as set forth in the Constitution, Bylaw II, Section 4.
D.
Special meetings. The Board of Directors may hold
special meetings on less than 72 hours' notice provided that reasonable
efforts are made to notify all Board members. The Board Chairperson
or any two Board members may request a special meeting.
E.
Quorum. No action shall be taken at any meeting which
does not have a quorum present consisting of a majority of Directors
then in office; provided that less than a quorum can adjourn a meeting.
F.
Committees. The Board may name committees, composed
of three Board members, for specified purposes, with a Chairperson
named by the entire Board. The Chairperson of the Board may be a member
of a committee; however, the Chairperson shall be an ex officio member
of any such committee. Committees shall have no decisionmaking ability
but shall be limited to provide research, investigation, and advisory
assistance to the Board and shall report at the first regular meeting
following a committee meeting. Except for special circumstances as
determined by the three officers of the Board of Directors, committees
shall meet quarterly.
The Board of Directors may vote itself a reasonable
compensation for meetings and time on task for Board purposes; provided,
however, that such compensation shall not exceed meeting and time
on task payments paid to the Tribal Legislature. The initially elected
Board of Directors shall set a reasonable compensation for the entire
Board. Time on task shall only be allowed by a majority vote of the
entire Board of Directors and shall include any work done as part
of a committee.
A.
General method of operation. MTE shall be operated
in an efficient, businesslike manner in accordance with this Charter
and the Trust and Management Agreement. The Board shall cause the
following to be achieved:
(1)
A written accounting system, approved by an independent
certified public accounting firm;
(2)
A separate listing of each cost area in the forest
and lumbering business;
(3)
An inventory of property taken on the last day of
business of each fiscal year;
(4)
An annual audit conducted by an independent certified
public accounting firm;
(5)
An annual financial statement;
(6)
Monthly financial statements;
(7)
A proposed budget prepared at the beginning of each
fiscal year;
(8)
General policies with a statement of purpose, policy,
and administrative and personnel policies; and
(9)
Compliance with federal workers' compensation and
social security laws.
B.
Distribution of profits of MTE. The profits of MTE
shall be allocated in the manner set forth in this subsection.
(1)
MTE shall, as soon as practicable, make a determination
of the net profits of MTE for each fiscal year. That profit shall
be determined from revenues, cost of sales, operating expenses, general
income and expenses, taxes, if any, and interest payments on the outstanding
bonds administered in accordance with the bond indenture dated April
30, 1961, First Wisconsin Trust Company as trustee, and on any outstanding
supplemental bond indentures.
(2)
Excess profits shall then be determined by subtracting from net profits such amounts as are deemed appropriate by the Board of Directors for expansion, for asset replacement, and for sinking fund or a reserve to retire the principal obligation on the bond indentures named in Subsection B(1) of this section.
(3)
Excess profits shall then be divided by the Board
of Directors on an equitable basis between an amount to be retained
by MTE (hereafter "retained share") and an amount to be paid over
by MTE to the Tribal Legislature, representing the Tribe (hereafter
"tribal share"). In making the division between the retained share
and the tribal share, the Board of Directors shall consult extensively
with the Tribal Legislature and shall be guided by industry standards.
(4)
The Tribal Legislature shall then determine whether
the tribal share shall be utilized for tribal operations, distributed
to tribal members, or divided and used for both purposes. In making
its determination as to the distribution of the tribal share, the
Tribal Legislature shall use its best judgment and shall carefully
consider both the need for effective tribal operations and the individual
financial needs of tribal members.
A.
There shall be three officers of the tribally chartered
business, MTE: Chief Executive Officer (CEO), Secretary, and Treasurer.
These officers shall be appointed by the Board of Directors, paid
a salary commensurate with their duties, and appointed to serve at
the pleasure of the Board; provided, however, that all such appointments
shall have an initial period of 90 days during which the Board may
terminate such appointment without cause. Appointment to such offices
shall create no rights of any kind, including contract rights. Members
of the Board of Directors shall not be eligible for any of these three
offices.
B.
Methods of appointment. The Board of Directors shall
appoint MTE officers by a two-thirds majority of the entire Board
of Directors (nine votes) at a meeting called for such purpose. Notice
of these appointments shall be posted by the Board Secretary, applications
shall be requested and a deadline date set for acceptance of applications.
The Board shall give due deliberation to the applications and schedule
interviews with applicants. Within a reasonable time, not to exceed
five days, the Board shall notify the applicants of its selection.
C.
Eligibility requirements for officers. As a profit-making
business, job qualifications for MTE officers shall follow industry
standards for officers in a forestry and lumbering management business.
The Board is mandated to appoint officers best suited to do the job
and is further instructed to make the best use of the ninety-day period
provided herein to evaluate its appointments.
D.
Duties of officers. Officers shall be mandated to
manage MTE to the best of their ability in order to make a profit
for the business and the Tribe, taking into consideration that subject
property belong to the entire Tribe, and every effort shall be made
to preserve and protect this tribal asset.
(1)
Accordingly, the Board of Directors shall direct the
CEO to assume such managerial duties as shall serve that purpose.
The CEO shall make regular reports to the Board of Directors at the
Board's meetings and at other times as requested by the Board. The
CEO is not authorized to enter into any contracts in excess of $25,000
except as approved by a majority vote of the Board of Directors.
(2)
The MTE Secretary shall assist the CEO in management
of the business and shall perform such duties as the CEO delegates.
(3)
The Treasurer shall be required to work in close cooperation
with the CEO. Regular reports shall be made to the CEO as to the financial
affairs of MTE, which reports shall be made available to the Board
of Directors on a timely basis.
E.
Retained rights of the Board of Directors. Pursuant
to Article XII, Section 2, Subsection (e)(6), Menominee Constitution
and Bylaws, the Board retains the right to amend these provisions
establishing officers of MTE; provided, however, that no officer of
MTE business shall be a member of the Board of Directors.
A.
Eligible tribal voters of the Tribe shall have the
right to vote for members of the Board of Directors, as provided herein,
as well as on other matters submitted to the tribal voters for a vote
at regular and special business meetings of the MTE Board. Write-in
voting and absentee voting shall be permitted, but voting by proxy
and cumulative voting shall not be permitted.
B.
Eligible tribal voters shall have the right to recall
members of the Board of Directors in accordance with the following
procedure: upon receipt of a petition signed by 200 eligible voters
setting forth the alleged misconduct with specificity, the appropriate
officer of MTE shall call and give notice of a special meeting of
the tribal members. Such meeting shall be held not less than 10 nor
more than 30 days after receipt of such petition. At such meeting,
eligible tribal voters shall vote on the question of whether the Director
in question shall be removed from office on the basis of one or more
of the grounds set forth in the petition. No Director shall be removed
from office unless at least 30% of all eligible voters participate
in the recall election and at least 2/3 of the eligible voters participating
in the recall election vote in favor of removal.
C.
Eligible tribal voters shall have the right to petition
for special business meetings of the tribal members in accordance
with the following procedure:
(1)
The Secretary of MTE shall call such a meeting upon
receipt of a written petition which is signed by not fewer than 200
eligible voters and which sets forth with specificity the business
to be transacted at the special meeting. The Secretary shall notify
eligible voters of the meeting by posting notice in accordance with
Bylaw II, Section 4, Menominee Constitution and Bylaws. Such notice
shall state the place, day, hour, and the purpose(s) for which the
meeting is called.
(2)
Such notice shall be posted not less than 10 nor more
than 50 days before the date of the meeting. If the place of meeting
is not designated in the notice, the place of meeting shall be the
office of MTE, but any such meeting may be adjourned to reconvene
at any place designated by a vote of a majority of eligible voters
who are present at the meeting. No business shall be transacted at
any special meeting except as designated in the notice of meeting.
The Tribal Legislature as an exercise of its
governmental and sovereign powers hereby mandates that an annual assessment
and evaluation of the state of the forest and lumbering operations
shall be undertaken by an impartial, qualified authority to be selected
by the Tribal Legislature in consultation with and upon the advice
of the United States Forestry Department and the Department of the
Interior pursuant to their trust responsibility relationship with
the Tribe. This evaluation shall take place at a time to be set by
the Legislature. The results of this evaluation shall be shared with
the Board of Directors. In the event that recommendations are made,
the Tribal Legislature shall direct the Board of Directors to make
the required changes so as to conform to the recommendations of the
assessment and evaluation process.
The Board of Directors and the three appointed
officers of MTE shall be indemnified from any court-awarded damages
that might result from the performance of the duties of office.
This Charter may be amended by the Tribal Legislature
pursuant to the Menominee Constitution and Bylaws.
