[HISTORY: Adopted by the Legislature of the Menominee Indian
Tribe 3-4-2010 by Ord. No. 09-31. Amendments noted where applicable.]
This Charter is issued to a tribal business to be known as "Menominee
Indian Economic Development Authority," hereinafter referred to as
"MIEDA."
The purpose of MIEDA is to conduct any nongaming commercial
activity of the Menominee Indian Tribe of Wisconsin ("Tribe") deemed
advisable by the Board of Directors in order to generate revenue to
fund the governmental operations and programs of the Tribe and to
investigate, review, consider, and act upon all future nongaming business
opportunities available to the Menominee Indian Tribe, whether on
or off the Menominee Reservation.
For the purpose of this Charter, the following terms shall have
the following meanings:
Any state or federal crime where the punishment exceeds one
year of imprisonment, or any crime under the laws of a federally recognized
Indian tribe, which is comparable in nature to such a state or federal
crime.
Generally accepted accounting principles.
All revenues of MIEDA from whatever source after subtracting
the cost of sales.
Menominee Indian Tribe of Wisconsin.
MIEDA shall have all the powers of a chartered tribal business pursuant to Article XIII of the Menominee Constitution and all powers necessary to conduct, manage, oversee, and operate any nongaming commercial activity for the purposes listed in § 652-2 of this Charter. MIEDA is specifically authorized and empowered to:
A.
Acquire property in its own name and to pledge, mortgage, lease,
or otherwise encumber interests in such property as security for debts,
and to acquire, sell, lease, exchange, transfer, or assign personal
property or interests therein;
B.
Consent, by specific written agreement with any party, to sue and
be sued in its capacity as a tribal instrumentality upon any contract
or obligation arising out of its authorized activities in any court
of competent jurisdiction, and to consent to arbitration or mediation
of disputes, and to consent to waiver of exhaustion of tribal remedies;
C.
Receive, collect and own all revenues and pay all expenses and expenditures
arising from or relating to its operations;
D.
Purchase, take, receive, subscribe for, join, create or otherwise
acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge,
or otherwise dispose of, and otherwise use and deal in and with, shares
or other interests in, or obligations of, limited-liability companies,
corporations, associations, partnerships or other entities, or individuals,
or direct or indirect obligations of the United States or of any other
government, tribe, state, territory, governmental district or municipality,
or of any instrumentality thereof;
E.
Make and enter into contracts in furtherance of MIEDA's purposes
and to incur liabilities, indebtedness and other obligations, including
the issuance of guarantees, and the borrowing of money at such rates
of interest as MIEDA may determine, and to issue its notes, bonds,
debt securities and other obligations, and secure any of such obligations
by mortgage or pledge of all or any of its property, franchises, revenues
and income;
F.
Employ contractors, consultants, agents, managers, advisers and accountants;
G.
Lend money, invest and reinvest its funds, and take and hold real
and personal property as security for the payment of funds so lent
or invested;
H.
Conduct its affairs, carry on its operations, hold property, and
have offices and exercise the powers granted by this Charter;
I.
Hire, supervise and terminate employees, consultants and agents of
MIEDA, and define their duties and fix their compensation;
J.
Make and alter by-laws, not inconsistent with this Charter or with
the laws, ordinances, and regulations of the Tribe and the United
States, for the administration of the affairs of MIEDA; and
K.
Open and maintain such deposit and securities accounts with banks,
securities intermediaries and other financial institutions, whether
located within or without of the State of Wisconsin, and to deposit
therein any or all revenues of MIEDA, which accounts shall be separate
from other accounts of the Tribe, and no assets in the accounts of
MIEDA shall be commingled with the other assets of the Tribe.
The form of management of MIEDA shall be a Board of Directors.
A.
Board of Directors.
(1)
Number of Directors and terms of initial Board of Directors. There
shall be five members of the Board of Directors. The terms of the
initial board members appointed by the Legislature shall be staggered
so that one Director shall have an initial term of one year; two members
shall have an initial term of two years; and two members shall have
an initial term of three years. The Legislature, in making the appointment,
shall designate the term of office of each initial Director.
(2)
Powers and duties. The Board of Directors shall exercise all the
powers and be responsible for all the duties of MIEDA as set forth
in this Charter and the ordinance adopting this Charter. The Board
of Directors will determine the manner in which it will exercise its
authority and responsibility for the management of the tribal business
and the manner and extent to which such powers will be delegated to
agents and employees of MIEDA.
(3)
Appointment. The Board of Directors shall be appointed by the Tribal
Legislature.
(4)
Qualifications.
(a)
At least two members of the Board of Directors shall be members
of the Menominee Tribal Legislature.
(b)
All members of the Board of Directors shall be enrolled members
of the Tribe.
(c)
All non-Tribal Legislature members of the Board of Directors
shall demonstrate, to the satisfaction of the Menominee Tribal Legislature,
experience and demonstrated interest in business and/or economic development.
(d)
All members and applicants for membership of the Board of Directors
must consent to a background investigation, including, but not limited
to, criminal and credit issues.
(f)
The Menominee Tribal Legislature shall review said background
investigation and, in its sole discretion, determine to its satisfaction
that the member or applicant for membership is capable of carrying
out the duties of a member of the Board of Directors and representing
the interests of the Authority and the Tribe.
(5)
Term. The Initial Board of Directors shall serve for a term in accordance with Subsection A(1) above. Subsequent Directors who are Tribal Legislators shall serve a term that coincides with their term of office on the Tribal Legislature, or for three years, whichever is less. All other subsequent Directors shall serve three-year terms.
(6)
Quorum. The presence of not less than three directors, at least one
of whom shall be a Director who is also a member of the Menominee
Tribal Legislature, shall be necessary to constitute a quorum of the
Board of Directors for the transaction of business of MIEDA, and the
act of a majority of those members present and voting at a meeting
at which a quorum is present shall be the act of MIEDA.
(7)
Officers.
(a)
The Board of Directors shall have the following officers with
the following duties:
[1]
Chairperson. The Chairperson of the Board of Directors shall
be a member of the Board who is a member of the Tribal Legislature,
and is designated Chairperson by the Tribal Legislature. The Chairperson
shall preside at all meetings of the Board of Directors, and shall
perform all duties incident to the office of the Chairperson of the
Board of Directors and such other duties as, from time to time, may
be assigned by the Board of Directors. A Vice Chairperson, if elected,
shall act in the capacity of the Chairperson in the absence of the
latter, and shall discharge any other duties designated by the Chairperson.
[2]
Secretary. The Secretary shall keep, or cause to be kept, the
minutes of the meetings of the Board of Directors. The Secretary shall
see that all notices are duly given in accordance with the provisions
of this chapter. The Secretary shall be custodian of the seal and
records, and shall perform all duties incident to the office of the
Secretary, and such other duties as may, from time to time, be assigned
to the Secretary by the Board of Directors.
[3]
Treasurer. The Treasurer shall be the financial officer of MIEDA
and shall have charge and custody of, and be responsible for, all
funds of MIEDA, and shall deposit such funds in such banks, trust
companies, or other depositories as shall have been designated by
the Board of Directors. The Treasurer shall receive and give receipts
for monies due and payable to MIEDA from any source whatsoever, and,
in general, shall perform all duties incident to the office of the
Treasurer and such other duties as, from time to time, may be assigned
to him by the Board of Directors. The Treasurer shall render to the
Chairperson and the Board of Directors, whenever the same may be required,
an account of all transactions as Treasurer and of the financial condition
of MIEDA. The Treasurer shall, at the expense of MIEDA, give a bond
for the faithful performance and discharge of the Treasurer's
duties in such amount, so conditioned, and with such surety or sureties
as the Board of Directors may require.
[4]
Other officers. The Board of Directors may appoint a Vice Chairperson,
Assistant Secretary and Assistant Treasurer to perform the duties
of the Chairperson, Secretary, and Treasurer, respectively, in the
absence of those officers.
(b)
Appointment, removal, vacancy. The Chairperson of the Board of Directors shall be designated in conformance with Subsection A(7)(a)[1] above. All other officers shall be elected by the Board of Directors. Any officer, other than the Chairperson, may be removed as an officer by the Board of Directors whenever it believes it is in the best interest of MIEDA to do so. Vacancies in any office, other than Chairperson, shall be filled by the Board of Directors. The Chairperson may only be removed from his or her office by the Tribal Legislature, and any vacancy in the Chairperson office shall be filled by the Tribal Legislature.
(8)
Removal. The Tribal Legislature may remove any Director for any reason
it deems to be in the best interest of MIEDA or the Tribe.
(9)
Replacement of Director. Upon resignation, death, or removal of a
Director, the Tribal Legislature shall appoint a new Director to fill
the remainder of that Director's term of office.
(10)
Compensation. Directors may receive a reasonable compensation
for service on the Board; provided, however, that such compensation
shall not exceed the compensation provided to Tribal Legislators for
their service on the Tribal Legislature.
B.
Effect of appointment to Board of Directors. Appointment to the Board
of Directors shall create no right of any kind to such office.
C.
Reporting requirements.
(1)
The Board of Directors, and any agent or employee of MIEDA designated
by the Tribal Legislature, shall submit reports to the Tribal Legislature
in a frequency, form and manner prescribed by the Tribal Legislature.
D.
Conflict of interest. Pursuant to Article XVII, Menominee Constitution,
Board members shall not make or participate in making any decision
which involves a substantial personal financial interest, other than
those interests held in common by all tribal members.
E.
Standard of conduct.
(1)
Board members shall not engage in criminal, infamous, dishonest,
immoral or disgraceful conduct which would be detrimental to MIEDA.
(2)
Board members shall avoid conflicts of interest and the appearance
of conflicts of interest.
(3)
Board members shall not use confidential information gained in the
course of their appointment for private gain and only disclose confidential
information with specific approval.
(4)
Board members shall have no authority to act outside meetings, unless
authorized by the Chairperson or action of the Board of Directors.
(5)
Board members shall focus their efforts through cooperation and positive
interaction with each other through open communication and trust with
each other.
(6)
Board members shall treat each other with respect and be supportive
of MIEDA employees.
(7)
Board members shall recuse themselves from any matter in which they
have a conflict of interest. If the Board of Directors believes that
a member of the Board has a conflict of interest and that Board member
does not recuse himself or herself, the Board, by motion, may require
that Board member to recuse himself or herself.
(8)
Board members shall maintain strict confidentiality regarding matters
discussed in closed session.
(9)
Any alleged violations of these standards of conduct, or alleged
violations of MIEDA Board bylaws, shall be brought to the Menominee
Tribal Legislature for resolution. Notwithstanding any other provision
in this Charter, or any provision in MIEDA Board Bylaws, the Board
shall have no authority to impose a penalty on a Board member for
such violations.
F.
Indemnification. Each present, former, and future member of the Board
of Directors shall be entitled to be reimbursed and indemnified from
assets of MIEDA for 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 member of the Board of Directors
or by reason of any action alleged to have been taken or omitted by
him as a member of the Board (including settlement amounts approved
by a majority of the Board then in office other than those involved),
provided that MIEDA need reimburse such Board member's legal
fees and expenses only if they are incurred after the Board has refused
to provide legal representation to the member at MIEDA's expense.
No such reimbursement or indemnification shall be made in connection
with any matter arising out of the negligence or misconduct of such
Board members. Neither this section nor any action or inaction by
the Board under this section shall create any liability against the
Board or MIEDA.
A.
General method of operations. MIEDA shall be operated in an efficient,
business-like manner in accordance with this Charter. In addition,
the Board of Directors shall:
(1)
Establish and operate under an accounting system that is in accordance
with GAAP and is approved by an independent certified public accounting
firm chosen by the Tribal Legislature.
(2)
Cause an inventory of property to be taken as of the last day of
business of each fiscal year.
(3)
Cause an annual audit of MIEDA by an independent public accounting
firm chosen by the Tribal Legislature.
(4)
Prepare or have prepared an annual financial statement of the operations
of MIEDA.
(5)
Prepare or have prepared monthly and annual financial statements.
(6)
Prepare a proposed budget, which shall constitute a plan of operation
for MIEDA, prior to the beginning of each fiscal year. Said budget
and plan of operation shall clearly delineate capital expenses and
shall contain a narrative explaining in detail the Authority's
goals, objectives, and priorities and plans for meeting those goals,
objectives and priorities for the coming fiscal year.
(7)
Establish and maintain a fiscal year consistent with the Tribe's
fiscal year.
(8)
Prepare an initial start-up plan, including an initial budget and
plan for obtaining start-up capital.
(9)
Prior to entering in to any new business venture, prepare a business
plan which includes revenue and expense projections, marketing plans,
feasibility studies, proposed management, financing and any other
information necessary to adequately determine the viability of such
venture.
B.
Distribution of net revenues. Subject to applicable restrictions
reflecting the terms of any contractual agreement entered into by
MIEDA, all net revenues, after satisfaction of debt service obligations,
other costs and expenses of MIEDA, and after reserving such funds
as may in the judgment of MIEDA be reasonably required for the continuing
operation of MIEDA in the ordinary course of its business, including
capital expenditures to maintain the plant, property and equipment
of the business, shall be remitted to the general fund of the Tribe
for disposition by the Tribal Legislature on at least an annual basis,
provided that with the approval of the Tribal Legislature, MIEDA may
reserve such additional funds as may be required for approved capital
expansion projects related to its operations.
C.
Records; inspection; audits. The books, records and property of MIEDA
shall be available for inspection at all reasonable times by authorized
representatives of the Tribe.
MIEDA's assets shall consist of all revenues, earnings
and proceeds of the same and whatever other assets it develops, generates
or acquires by other means, including through borrowing. Notwithstanding
the foregoing, for purposes of clarification and the avoidance of
doubt, upon transfer of funds or property from the accounts of MIEDA
to the general funds or other accounts of the Tribe in compliance
with all contractual restrictions applicable to MIEDA, such funds
shall cease to be assets of MIEDA without the requirement of further
act or deed.
A.
Compliance with laws. MIEDA shall exercise the duties and powers
delegated to it under this Charter in conformity with all applicable
laws.
B.
Best interests of Tribe. MIEDA shall at all times exercise the duties
and powers delegated to it under this Charter in the best interest
of the Tribe.
C.
Policies and procedures. MIEDA shall adopt such policies and procedures
as it may determine necessary for the orderly conduct of its business.
A.
Principal place of business. The principal office of MIEDA shall
be located on the Menominee Indian Reservation. MIEDA may have such
other offices as the Board of Directors may designate and as the business
of MIEDA may require from time to time.
B.
Agent for service of process. The Board of Directors shall designate
an agent of MIEDA for the purpose of accepting service of process.
The business address of such agent shall be the principal office of
MIEDA.
C.
Seal. The Board of Directors may provide a seal of MIEDA.
D.
Duration. This Charter shall remain in effect in perpetuity unless
revoked by Ordinance.
