Authority of Grand Traverse Band, MI Part 5 Corporate Powers

§ 211 Corporate Powers.

Subject to applicable federal law, the Corporation is expressly authorized and empowered to engage in, carry on, and conduct any lawful business in which federally chartered corporations may engage under 25 U.S.C. § 477, as amended, including, but without limiting the generality of the foregoing, the following:

(a) To purchase, take by gift, or bequest, or otherwise, own, hold, manage, operate, and dispose of property of every description, real and personal, including the power to purchase restricted Indian lands and to issue in exchange therefore interests in corporate property.

(b) To engage in, carry on, and conduct the business of purchasing parcels of real estate; of surveying, platting, subdividing, and otherwise developing parcels of real estate; of constructing roads, streets, infrastructures, systems, and other improvements of all types upon, across, or under real estate; of mortgaging or otherwise encumbering real estate; of owning, using, improving, managing, maintaining, operating, leasing, renting, selling, conveying, exchanging, disposing of, and otherwise dealing in real estate and all improvements constructed thereon; to enter into contracts for the purchasing, surveying, platting, subdividing and developing of real estate and for the design, construction, and financing of improvements upon, across, or under real estate; to engage in and conduct, or authorize others to engage in and conduct, any business or activity incident, necessary, advisable, or advantageous in connection with any of the real and personal properties owned, leased, managed, supervised, or operated by the Corporation; and, in doing, exercising, or performing any of the foregoing, to do so as a principal, agent, contractor, subcontractor, or employee, on its own account or in association, partnership (general and/or limited partnerships, as a general and/or limited partner), limited liability company, corporation, joint venture, or any other relationship with any Indian tribe, or other person, firm, corporation, partnership, limited liability company, or joint venture, and/or in any other capacity.

(c) To purchase, take, receive, acquire, own, hold, use, lease, rent, sell, convey, exchange, dispose of, improve, develop, manage, care for, maintain, operate, mortgage, encumber, pledge, hypothecate, release any and all mortgages, encumbrances, pledges, or hypothecations, and otherwise deal in and with real and personal properties, tangible or intangible, of every kind and description, wherever situated, within or without the boundaries of the Grand Traverse Band Reservation, and any and all rights, concessions, interests, and privileges therein, including but not limited to oil, gas, and mineral leases, working interests, royalties, and other interests in real estate, surface and subsurface, and including oil, gas, and other minerals.

(d) To manufacture, produce, purchase, or otherwise acquire, sell or otherwise dispose of, import, export, distribute, deal in and with, whether as principal or agent, goods, wares, merchandise, and materials of every kind and description, whether now known or hereafter discovered or invented.

(e) To undertake, conduct, manage, assist, promote, invest in, and participate in every kind of commercial, industrial, or mercantile enterprise, business, undertaking, venture, or operation, wherever situated, within or without the boundaries of the Grand Traverse Band Reservation.

(f) To adopt, apply for, obtain, register, purchase, lease, or otherwise acquire; to maintain, protect, hold, use, own, exercise, develop, manufacture under, operate, and introduce; and to sell and grant licenses or other rights in respect to, assign or otherwise dispose of, turn to account, or in any manner deal with and contract with reference to; any trademarks, trade names, patents, patent rights, concessions, franchises, designs, copyrights, and distinctive marks, and rights analogous thereto, and inventions, devices, improvements, processes, receipts, formulae, and the like, including such thereof as may be covered by, used in connection with, or secured or received under, Letters Patent of the United States of America or any other country, state, territory, or locality, domestic or foreign, and any licenses and rights in respect thereto, in connection therewith, or appertaining thereto.

(g) To guarantee the performance and/or payment of any contract, undertaking, obligation, liability, bond, sinking fund, security, note, or other evidence of indebtedness, including interest, of any Indian tribe, or other person, firm, or other corporation, and to secure and collateralize such guarantee by mortgage, deed of trust, assignment, pledge, or other encumbrance upon the assets, or any part thereof, or any interest therein, of the Corporation.

(h) To acquire by purchase, exchange, merger, or otherwise, all or any part of, or any interest in, the properties, assets, business, and goodwill of any one or more persons, firms, associations, partnerships, limited liability companies, corporations, or Indian tribes engaged in any lawful business; to pay for the same in cash, property, securities, or other consideration; to own, hold, use, lease, rent, sell, convey, exchange, dispose of, improve, develop, operate, manage, reorganize, liquidate, merge, sell, or in any manner retain or dispose of the whole or any part thereof; and, in connection therewith, to assume or guarantee the payment and performance of any liability, obligation, contract, or other undertaking.

(i) To lend its uninvested funds from time to time for any lawful purpose to such extent, to such Indian tribes, or other persons, firms, associations, partnerships, limited liability companies, corporations, governments or subdivisions thereof, on such terms, at such rates of interest, and with such collateral, if any, as the Board of Directors from time to time may determine.

(j) To borrow money for any lawful purpose for itself or for any person, firm, association, partnership, limited liability company, other corporation or Indian tribe, from time to time, and without limit as to amount, upon such terms and conditions, and at such rates of interest, as the Board of Directors may determine.

(k) To adopt, use, and alter, at the direction of the Board of Directors, a corporate seal.

(l) To employ or appoint employees and agents of the Corporation and define their duties and fix their compensation.

(m) To authorize payment of a stipend and reimbursement of expenses to the members of the Board of Directors for time spent in carrying out the work of the Corporation, including regularly scheduled Board meetings, other meetings for education and informational purposes, personal time spent on working on corporate issues, per diem, and mileage (if a personal vehicle is used) for conducting business of the Corporation.

(1) The payment of stipends and reimbursements of expenses incurred by members of the Board of Directors may be altered by formal action of the Tribal Council of the Grand Traverse Band, as the governing body of the sole shareholder, without the necessity of an amendment to this Charter of Incorporation.

(2) Such stipends and reimbursements shall be fair, just, and reasonable, and subject to the availability of funds of the Corporation for that purpose.

(n) To distribute all revenues of the Corporation to:

(1) Defray corporate obligations;

(2) Make dividend payments to the sole shareholder; and

(3) Establish and invest in a suitable capital reserve fund,

(4) Provided, that the Board of Directors shall at all times endeavor to manage and operate the Corporation with the objective of minimizing expenses and maximizing dividends to the Grand Traverse Band.

(o) To pay pensions and establish pension plans, pension trusts, profit-sharing plans, and other incentive plans for any or all of its Directors, officers, and employees, subject to prior approval of the Tribal Council of the Grand Traverse Band.

(p) To enter into, make, execute, and deliver contracts of every kind and nature with any person, firm, association, partnership, limited liability company, corporation, municipality, nation, Indian tribe, state or body politic, without the approval of the Secretary of the Interior of the United States, except when the use of trust or federally-restricted Indian property requires such approval.

(q) To apply for, purchase, or otherwise acquire, and exercise, carry out, and enjoy any license, power, authority, franchise, concession, right, or privilege which any government, public body, authority, corporation, or other entity may be empowered to grant, make, or enact, and to pay for the same and all necessary costs, charges, and expenses associated therewith.

(r) To engage in, carry on, and conduct any business or business activity of the Corporation wherever situated, within or without the boundaries of the Grand Traverse Band Reservation.

(s) To sue and be sued in its Corporation name in courts of competent jurisdiction within the United States, including, without limitation, the courts of the State of Michigan and the United States of America in conformity with the procedures stated in Article XIII of the GTB Tribal Constitution and Article VII of this Charter [Part 7 of this Chapter].

(t) To do, exercise, and perform any and all other powers which may be incidental to the conduct of the corporate business, not inconsistent with law.