Tribal Code

Corporate Charter – Warm Springs Economic Development Corporation

WARM SPRINGS TRIBAL CODE
CHAPTER 610
CORPORATE CHARTER OF WARM SPRINGS ECONOMIC DEVELOPMENT CORPORATION

A BODY CORPORATE CHARTERED BY THE CONFEDERATED TRIBES OF THE WARM SPRINGS RESERVATION OF OREGON

Table of Contents

I. IDENTITY
Section 1. Name
Section 2. Ownership
Section 3. Place of Business
Section 4. Definitions

II. PURPOSES AND GOALS

III. GENERAL POWERS
Section 1. General Powers
Section 2. Limitation on Powers

IV. BOARD OF DIRECTORS
Section 1. Number
Section 2. Classification and Term of Office
Section 3. Appointment of Directors
Section 4. Resignation
Section 5. Removal
Section 6. Vacancies
Section 7. General Powers
Section 8. Regular Meetings
Section 9. Special Meetings
Section 10. Notice
Section 11. Quorum
Section 12. Manner of Acting
Section 13. Action by Unanimous Written Consent
Section 14. Presumption of Assent
Section 15. Service of Directors in Other Capacities
Section 16. Compensation and Expenses

V. COMMITTEES
Section 1. Appointment
Section 2. Personnel
Section 3. Meetings

VI. OFFICERS
Section 1. Principal Officers
Section 2. Election and Term of Office
Section 3. Removal
Section 4. Vacancies
Section 5. Chairman of the Board
Section 6. Vice-Chairman
Section 7. Secretary
Section 8. Treasurer
Section 9. Chief Executive Officer
Section 10. Additional Officers
Section 11. Compensation and Expenses

VII. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. General
Section 2. Derivative Actions
Section 3. Indemnification in Certain Cases
Section 4. Procedure
Section 5. Advances for Expenses
Section 6. Rights Not Exclusive
Section 7. Insurance

VIII. CHIEF EXECUTIVE OFFICER

IX. CONTRACTS, FINANCIAL STANDARDS AND REPORTS
Section 1. Contracts Generally
Section 2. Bank Accounts
Section 3. Budget and Financial Planning
Section 4. Accounting and Operating Reports
Section 5. Audits
Section 6. Insurance

X. CAPITAL
Section 1. Sources of Funds
Section 2. Reserve Funds
Section 3. Use of Balance of Retained Earnings
Section 4. Distribution

XI. FISCAL YEAR

XII. AMENDMENTS

 

WARM SPRINGS TRIBAL CODE CHAPTER 610
CORPORATE CHARTER OF WARM SPRINGS ECONOMIC DEVELOPMENT CORPORATION

A BODY CORPORATE CHARTERED BY THE CONFEDERATED TRIBES OF THE WARM SPRINGS RESERVATION OF OREGON

I. IDENTITY

Section 1. Name. The official name of this Corporation shall be “Warm Springs Economic Development Corporation,” hereinafter referred to as “Corporation.”

Section 2. Ownership. Corporation shall be wholly owned by the Confederated Tribes of the Warm Springs Reservation of Oregon.

Section 3. Place of Business. The principal place of business of Corporation shall be located on the Warm Springs Reservation of Oregon.

Section 4. Definitions. Wherever used herein, and unless otherwise indicated, the following terms shall have the meanings indicated:

  1. “Council” means the Tribal Council of the Tribe;
  2. “Member” means a duly enrolled member of the Tribe;
  3. “Reservation” means the Warm Springs Reservation of Oregon;
  4. “Secretary” means the Secretary of the Interior or authorized representative;
  5. “Secretary-Treasurer” means the Secretary-Treasurer of the Tribal Council, established by Article IV, Section 11, of the Constitution of Tribe;
  6. “Tribe” means the Confederated Tribes of the Warm Springs Reservation of Oregon.

II. PURPOSES AND GOALS

The purposes of Corporation are to engage in any lawful activity which will further, advance or enhance the economic growth and development of Tribe, all of its entities and its members, and provide employment opportunities for Members and encourage, facilitate, support and advance the opportunity for private entrepreneurship among members. In order to achieve these purposes, Corporation shall endeavor to accomplish the following goals:

  1. Develop a sense of entrepreneurship in the Tribe and Members, while earning a reasonable profit;
  2. Identify and carefully evaluate sound and profitable Tribal economic development opportunities;
  3. Competently represent, advise and assist the Tribe in negotiating, structuring, closing and otherwise implementing sound and profitable Tribal economic development initiatives, projects and investments;
  4. Competently advise and assist the Tribe with respect to the commitment of Tribal lands, natural resources, funds or other assets to sound and profitable economic development initiatives, projects and investments;
  5. Assume the position of equity owner, investor or manager in sound and profitable economic development initiatives, projects, and investments;
  6. Promote employment and contracting opportunities for Tribal members and firms owned and controlled by the Tribe or its Members;
  7. Earn sufficient revenue to repay any borrowed funds, pay its operating expenses and capital obligations, accumulate reasonable reserves for economic development purposes, and allocate surplus funds for distribution to Tribe in accordance with Article X, Section 4, hereof.

III. GENERAL POWERS

Section 1. General Powers. Unless otherwise provided in this Corporate Charter, or otherwise specifically directed by action of the Council, the Corporation shall have perpetual duration and succession in its corporate name. Unless otherwise provided in this Corporate Charter or by Council action, the Corporation shall have all powers necessary and convenient to carry out its business and affairs, including without limitation the power to:

  1. Sue and be sued and complain and defend in its corporate name, provided that waiver of the Corporation’s immunity from suit shall be determined by the Board of Directors on a transaction-by-transaction basis. Any such waiver shall be by Resolution of the Board of Directors and shall set the conditions, terms, and limits of the Corporation’s waiver, and shall be limited to assets specifically pledged. Nothing in this Corporate Charter shall be construed, interpreted or implied to waive or have waived the sovereign immunity of the Corporation or the Tribe, except as explicitly set out herein;
  2. Have a corporate seal, which may be altered at will, and use it or a facsimile thereof, by impressing, affixing or reproducing it in any other manner;
  3. Make and amend bylaws, not inconsistent with its Corporate Charter or with applicable laws, for managing the business and regulating the affairs of the Corporation;
  4. Purchase, receive, lease or otherwise acquire, and own, hold, improve, use and otherwise deal with real or personal property, or any interest in property, wherever located;
  5. Sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all or any part of its property;
  6. Purchase, receive, subscribe for, acquire, own, hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose of and deal in and with shares or other interests in, or obligations of, any other entity;
  7. Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds and other obligations that may be convertible into other securities of the Corporation or include the option to purchase other securities of the Corporation and secure any of its obligations by mortgage or pledge of any of its property, franchises or income;
  8. Lend money, invest and reinvest corporate funds and receive and hold real and personal property as security for repayment;
  9. Be a promoter, partner, member, associate or manager of any partnership, joint venture, trust or other entity;
  10. Conduct its business, locate offices and exercise the powers granted by this chapter within or without the Warm Springs Reservation;
  11. Elect directors and appoint officers, employees and agents of the Corporation;
  12. Define directors’, officers’, employees’ and agents’ duties, fix their compensation and lend them money and credit;
  13. Pay pensions and establish pension plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees and agents;
  14. Make donations for the public welfare or for charitable, scientific or educational purposes;
  15. Transact any lawful business that will aid governmental policy;
  16. Make payment or donations or do any other act, not inconsistent with law, that furthers the business and affairs of the Corporation; and
  17. Charter subordinate organizations or invest in business organizations that are not owned by the Confederated Tribe.

Section 2. Limitation on Powers. Notwithstanding anything which may be contained in this Corporate Charter, the Corporation shall not have the power to:

  1. Bind the Tribes to any contract or agreement;
  2. Create or incur any debt or obligation on behalf of the Tribes;
  3. Encumber any asset or property of the Tribes except the interest in the Corporation in any such asset or property as may be specifically transferred to the Corporation by Council action;
  4. Operate in a manner inconsistent with fiscal or other standards duly promulgated by the Tribal Council or the Secretary-Treasurer;
  5. Waive the sovereign immunity or any other right, privilege or immunity of the Tribes;
  6. Exercise governmental functions including zoning, taxing or police powers in regard to Tribal lands provided that the Corporation may be specifically empowered by Council to implement and enforce Tribal enactments.

IV. BOARD OF DIRECTORS

Section 1. Number. The Board of Directors shall consist of seven directors.

Section 2. Classification and Term of Office.

  1. The Board of Directors shall be divided into four classes, designated Class I, Class II, Class III and Class IV, as follows: (a) Class I shall consist of the Chief Executive Officer of Corporation, who shall serve on the Board of Directors so long as serving as Chief Executive Officer. (b) Class II shall consist of two individuals, one of whom shall be a member of the Tribe and one of whom shall be a nonmember of the Tribe who is interested in the economic and social development of the Tribe and its membership and who possesses expertise in private industry, finance, banking or some other field which would benefit Corporation. Class II directors shall have an initial term in office expiring December 31, 2001, or until their successors are appointed and take office. (c) Class III shall consist of two individuals, one of whom shall be a member of the Tribe and one of whom shall be a nonmember of the Tribe who is interested in the economic and social development of the Tribe and its membership and who possesses expertise in private industry, finance, banking or some other field which would benefit Corporation. Class III directors shall have an initial term in office expiring December 31, 2002, or until their successors are appointed and take office. (d) Class IV shall consist of two individuals, one of whom shall be a member of the Tribe and one of whom shall be a nonmember of the Tribe who is interested in the economic and social development of the Tribe and its membership and who possesses expertise in private industry, finance, banking or some other field which would benefit Corporation. Class IV directors shall have an initial term of office expiring December 31, 2003, or until their successors are appointed and take office.
  2. After the expiration of the initial term of Class II, Class III and Class IV directors, the term of office of each of said classes shall be three years from the expiration date of each class as set forth above, or until their successors are appointed and take office.
  3. Directors shall be eligible for reappointment.

Section 3. Appointment of Directors. Directors shall be appointed by a majority vote of a five-member committee. The members of the appointment committee shall be the Chairman of the Council, Secretary/Treasurer, Chief Operations Officer of the Tribe, the Tribal General Manager for Economic Development and the Chief Executive Officer of the Corporation, or their designees. When a majority of the committee makes an appointment, it shall report the appointment to the Council in writing and such appointment shall become effective unless the Council shall take action within 30 days of receipt of the reported appointment to reject the appointment.

Section 4. Resignation. Any director of Corporation may resign at any time, either by oral tender of resignation at any meeting of the Board of Directors or by giving written notice thereof to the Secretary of Corporation. Such resignation shall take effect at the time specified therein, and, unless otherwise specified, acceptance of such resignation by the Board of Directors or the Council shall not be necessary to make it effective. The Secretary of Corporation shall immediately notify the Council of any resignation.

Section 5. Removal. Any director may be removed by the affirmative vote of an absolute majority of the Board of Directors at a meeting of the Board of Directors called expressly for that purpose, whenever, in their judgment, the best interests of Corporation would be served thereby. The Secretary of Corporation shall immediately notify the Council of the removal of a director by the Board of Directors.

Section 6. Vacancies. Any vacancy occurring on the Board of Directors shall be filled by appointment by the committee established in Section 3 of this Article IV for the balance of the unexpired term of the predecessor in office.

Section 7. General Powers. The business and affairs of Corporation shall be managed and controlled by the Board of Directors.

Section 8. Regular Meetings. Regular meetings of the Board of Directors shall be held on the first Friday in the months of February, May, August and November, for the purpose of reviewing the preceding three months’ operations, making plans for the ensuing three months’

operations, and the transaction of such other business as may come before the meeting. The first regular meeting in each fiscal year shall also be the annual meeting of the Board of Directors. At the annual meeting of the Board of Directors, the Board of Directors shall review the preceding year’s operations, make plans for the ensuing year’s operations, elect officers and transact such other business as may come before the meeting. The regular meetings shall be held at the time and place specified by the Chairman of the Board in the notice of the meeting. If the day fixed for a regular meeting falls on a legal holiday in the state of Oregon, or is otherwise inconvenient or unsatisfactory in the opinion of the Board of Directors, or the Chairman of the Board, the Board of Directors or the Chairman of the Board may fix another date in lieu of the regularly scheduled meeting date. The Secretary-Treasurer of the Council or duly authorized representative shall be in attendance at all meetings as an Ex Officio member of the Board and as the Tribe’s observer.

Section 9. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or any three members of the Board of Directors. Meetings shall be held at the time and place specified by the person or persons calling such meeting.

Section 10. Notice. Notice of meetings of the Board of Directors shall be given at least five days previously thereto by a writing delivered personally or mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Unless otherwise specified in this Corporate Charter or in the Bylaws of the Corporation, neither the business to be transacted nor the purpose of any meeting of the Board of Directors need be specified in the notice or the waiver of notice of such meeting.

Section 11. Quorum. A majority of the directors in office shall constitute a quorum for the transaction of business at any meeting of the Board of the Directors, provided that at least one director present be a tribal member.

Section 12. Manner of Acting. The act of a 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 elsewhere in this Corporate Charter. Each member of the Board of Directors, including the director presiding at the meeting of the Board of Directors, shall be entitled to one vote.

Section 13. Action by Unanimous Written Consent. Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors of the Corporation.

Section 14. Presumption of Assent. A director who is present at a meeting of the Board of Directors shall be presumed to have assented to any action taken at such meeting, unless such director’s dissent shall be entered in the minutes of the meeting, or unless such director shall file written dissent to such action with the person acting as secretary of the meeting before adjournment thereof. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 15. Service of Directors in Other Capacities. Serving as a Director of Corporation shall not, in and of itself, disqualify the Director from serving the Tribe, or any instrumentality of the Tribe, in other capacities, provided that, except for the Chief Executive Officer, a Director may not serve as an employee or an independent contractor of Corporation.

Section 16. Compensation and Expenses. The Board of Directors shall, from time to time, determine a reasonable director’s fee and per diem to be paid to members of the Board of Directors for time devoted to meetings and affairs of Corporation comparable to director’s fees paid to directors of other publicly held corporations of similar size. The amount on any such fees established by the Board of Directors shall be reported by to the Secretary-Treasurer not less than thirty (30) days before they shall become effective. Expenses incurred in connection with performance of their official duties may be reimbursed to directors. Director’s per diem and expenses shall be an expense of Corporation.

V. COMMITTEES

Section 1. Appointment. The Board of Directors shall appoint such committees as it may deem appropriate. The Board of Directors shall have the power at any time to change the size of membership of, and to discharge, any committee.

Section 2. Personnel. All such committees appointed under authority of this Article shall consist of one or more directors, and may include such non-directors as may be appointed thereto. The Chairman of the Board shall appoint the chairman and the members of any such committee and shall fill vacancies therein. The Board of Directors may remove at any time, with or without cause, any member of any committee if, in its judgment, the best interests of the Corporation would be served thereby.

Section 3. Meetings. Members of a committee shall meet at the call of the committee chairman, at such place as the committee chairman shall designate, after reasonable notice has been given to each committee member. A majority of the members of a committee shall constitute a quorum, and any transaction of a committee shall require a majority vote of the quorum present at any meeting. Each member of a committee, including the member presiding at the meeting of the committee, shall be entitled to one vote. Each committee shall keep minutes of its proceedings and make a written report to the Board of Directors of its action within five days subsequent thereto.

VI. OFFICERS

Section 1. Principal Officers. The principal officers of Corporation shall consist of a Chairman of the Board, a Vice-Chairman, a Secretary, a Treasurer, and a Chief Executive Officer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected by the Board of Directors. The Chairman of the Board and the Vice-Chairman shall be members of the Board of Directors. Any two or more offices may be held by the same person, except the offices of Chairman of the Board and Vice-Chairman.

Section 2. Election and Term of Office. The officers of Corporation, except for the Chief Executive Officer, shall be elected annually by the Board of Directors at the annual meeting of the Board of Directors. Each officer shall hold office until a successor shall have been duly elected and accept office, or until death, or until such officer shall resign or shall have been removed in the manner hereinafter provided. The Chief Executive Officer may be elected for such contract term as the Board of Directors deems appropriate and, in the absence of a contract for a specified term, shall serve at the pleasure of the Board.

Section 3. Removal. Any officer elected by the Board of Directors shall serve “at will” and may be removed, with or without cause, by the Board of Directors whenever, in its judgment, the best interest of Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the persons so removed.

Section 4. Vacancies. A vacancy of any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Chairman of the Board. If present, the Chairman of the Board shall preside at the meetings of the Board of Directors. The Chairman shall sign, with the Secretary of Corporation or any other proper officer thereunto authorized by the Board of Directors, any contract or other instrument which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be especially delegated by the Board of Directors or by this Plan of Operation to some other officer or agent of Corporation, or shall be required by law to be otherwise signed and executed. The Chairman of the Board shall perform such other duties as from time to time may be prescribed by the Board of Directors.

Section 6. Vice-Chairman. In the absence of the Chairman of the Board, or in the event of death, inability or refusal to act, the Vice-Chairman shall perform the duties of the Chairman of the Board and when so acting shall have all the powers and be subject to all the restrictions upon the Chairman of the Board. The Vice-Chairman shall perform such other duties as from time to time may be prescribed by the Chairman of the Board or the Board of Directors.

Section 7. Secretary. The Secretary shall keep or cause to be kept the minutes of the meetings of the Board of Directors in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of this Plan of Operation, be custodian of Corporation’s records, and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be prescribed by the Chairman of the Board or the Board of Directors.

Section 8. Treasurer. Except to the extent the same shall be delegated to Management, the Treasurer shall have charge and custody of, and be responsible for, all funds and securities of Corporation, receive and give receipts for moneys due and payable to Corporation from any source whatsoever, and deposit all such monies in the name of Corporation in such depositories as shall be selected. The Treasurer shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be prescribed by the Chairman of the Board or the Board of Directors.

Section 9. Chief Executive Officer. The Chief Executive Officer shall have those duties as set forth in Article VIII, Management, of this Agreement, and such other duties as from time to time may be prescribed by the Board of Directors.

Section 10. Additional Officers. Officers and assistant officers, in addition to those hereinabove described, who are elected by the Board of Directors shall perform such duties as shall be assigned to them by the Chairman of the Board or the Board of Directors.

Section 11. Compensation and Expenses. The Board of Directors shall, from time to time, determine a reasonable per diem to be paid to officers of Corporation, for time devoted to performance of their official duties. Expenses incurred in connection with performance of their official duties may be reimbursed to officers upon approval of the Board of Directors. Officer’s per diem and expenses shall be an expense of Corporation.

VII. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1. General. Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of Tribe and/or Corporation), by reason of the fact that such person is or was a director or officer of Corporation or is or was serving at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgment, fines and amount paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of Corporation and Tribe and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of Corporation and Tribe, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Section 2. Derivative Actions. Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of Corporation or is or was serving at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of Corporation and Tribe and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person’s duty to Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Section 3. Indemnification in Certain Cases. To the extent that a director or officer of Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article VII, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Section 4. Procedure. Any indemnification under Sections 1 and 2 of this Article VII (unless ordered by a court) shall be made by Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in such Sections 1 and 2. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by Council.

Section 5. Advances for Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall be ultimately determined that such person is entitled to be indemnified by Corporation as authorized in this Article VII.

Section 6. Rights Not Exclusive. The indemnification provided by this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any law, by-law, agreement, vote of disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 7. Insurance. Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of Corporation or is or was serving at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not Corporation would have the power to indemnify him against such liability under the provisions of this Article VII.

VIII. CHIEF EXECUTIVE OFFICER

The Board of Directors shall select an individual to serve as the Chief Executive Officer of Corporation (CEO). The CEO shall have the authority and be charged with the overall responsibility for the acquisition, construction, financing, operations and maintenance of Corporation’s activities and performing such other duties and responsibilities and powers of Corporation as shall be consistent with the purposes, objectives and priorities of Corporation and the provisions of this Corporate Charter. The CEO shall serve at the pleasure of the Board of Directors, subject to any written employment contract between Corporation and the CEO which may be approved by the Board of Directors and filed with the Secretary-Treasurer of the Tribal Council within two days of its execution.

IX. CONTRACTS, FINANCIAL STANDARDS AND REPORTS

Section 1. Contracts Generally. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of Corporation, and such authority may be general or confined to specific instances.

Section 2. Bank Accounts. Separate and special banking accounts, such as a payroll account, may be established as Corporation shall from time to time consider necessary or convenient. Disbursements shall be supported by receipted vouchers and shall be done by check drawn upon Corporation’s accounts, signed by persons designated and approved by the Board of Directors.

Section 3. Budget and Financial Planning. Corporation shall prepare an annual detail budget covering its anticipated operation for the ensuing year. Included in the budget shall be projections of the rate of return on investment for any project or proposed project of the Corporation, anticipated levels of employment of Members and affiliates, appropriate benchmarks by which to measure the performance of any project, and such other financial information as shall provide a means to judge the financial performance of the Corporation. In addition, thereto, Corporation shall prepare a three-year financial plan shown on an annual basis. Both the budget and financial plan shall include such information as is necessary to present the plans. The Board of Directors will review and approve both the budget and three-year plan.
Upon adoption by the Board of Directors, the annual detail budget and the three-year plan shall be forwarded to the Tribal Council for their information. Management shall report to the Board of Directors at its next ensuing meeting of any significant changes or factors effecting such plans.

Section 4. Accounting and Operating Reports. Financial and accounting records will be maintained and monthly and annual financial and operating reports will be prepared as are customary in a well-managed business. The monthly and annual reports of Corporation shall be promptly filed with the Secretary-Treasurer of the Council. The Chairman of the Board, the CEO, or such other individual Board member as directed by the Board of Directors shall personally report to the Council at such time as requested by the Council.

Section 5. Audits. An audit of the operations and conditions of Corporation shall be made as of the close of each fiscal year by a firm of certified public accountants selected by the Secretary-Treasurer of the Tribal Council and confirmed by the Tribal Council.

Section 6. Insurance. All insurance of Corporation shall contain waivers of subrogation against Tribe and against invitees and agents and employees of both Tribes and Corporation.

X. CAPITAL

Section 1. Sources of Funds. Capital for operations may be provided through Tribal appropriation and through financing commitments from: the Federal, State or Local Government; responsible financial institutions; individuals; or entities arranged and secured by Corporation.
The Corporation may enter into such security agreements for repayment of such financial commitments as shall be reasonable and proper under the circumstances. However, in no event shall such security agreements obligate the Tribe or the property of the Tribe to repay said financial commitments. Additional operating capital of Corporation may be derived from the accumulated earnings of its operations.

Section 2. Reserve Funds. The Board of Directors may establish one or more Reserve Funds and shall deposit therein or otherwise allocate thereto that portion of the net earning of Corporation it deems necessary or appropriate to perpetuate operations, meet obligations, maintain property, provide for expansion or diversification of operations, and meet contingencies. The establishment, purpose and funds allocated to any such Reserve Fund shall be reported to the Tribal Council as a part of the annual budget of Corporation.

Section 3. Use of Balance of Retained Earnings. The balance of Corporations retained earnings, consisting of funds not required as operating capital or for the payment of indebtedness, maintenance, repair, replacement or expansion of plant, machinery, or equipment, or allocated to a Reserve Fund established in accordance with the immediately preceding Article X, Section 2, may not be retained by Corporation, provided that the Secretary-Treasurer shall, not less often that annually, review the amounts retained for any such purposes and, in the event the Secretary-Treasurer finds that the amounts retained are excessive, negotiate with Corporation for reduction of such retained amounts. The balance of retained earnings shall be made available to Tribe for such uses and purposes as Tribe shall consider appropriate.

Section 4. Distribution. Proceeds available from Corporation’s operations shall be transferred only to Tribe. Per capita payments shall be made only by the Council, and may not be made by Management or Corporation.

XI. FISCAL YEAR

The fiscal year of Corporation shall be from January 1 to December 31, inclusive.

XII. AMENDMENTS

Amendments to this Corporate Charter may be approved by the vote of a majority of the directors in office at meeting of the Board called specifically for that purpose. However, no such amendment shall be effective until approved by the Council and the Secretary, or his authorized representative. No amendment to this Plan of Operation shall be allowed which would substantially and adversely affect the interest of a financial institution which has provided funds to Corporation under the provisions set forth in Article X hereof.

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