TRIBAL DEVELOPMENT AUTHORITY
INDEX TO CHAPTERS AND SECTIONS
Declaration of Need and Legislative Findings
BOARD OF TRUSTEES
Tribal Development Authority Created
Board Created - Number
Appointment of Board Members
Qualifications of Board Members
Term of Office
Removal of Board Members
Compensation to be Paid
Duties of Officers
POWERS OF THE AUTHORITY
Period of Existence
Power to Sue And Be Sued
Securing Financial Assistance
Certain Property Laws Do Not Apply
ABSENTEE SHAWNEE TRIBE OF OKLAHOMA
TRIBAL DEVELOPMENT ACT OF 1988
Authority to Issue Obligations
No Personal Liability on Obligations
No Tribal Liability on Obligations
Obligations are Tax Exempt
Manner of Issuance and Sales
Obligations are Negotiable
Security for Obligations
Actions to be Filed for Record
Acquisition of Interests Prohibited
Compliance with Federal Law
Property of Authority as Public Property
No Execution on Authority Property
Personnel Policies to be Enacted
Special Certificate of Incorporation
Separability of Provision
Records and Audit
Authorization of Appropriations
Rules Regulations and Procedures
MANAGEMENT OF TRIBAL ENTERPRISES
General Management Provisions
Achieving Independent Status as a Tribal Enterprises
Chartering of Independent Tribal Enterprises
Section 100. Citation
This Title may be cited as the Absentee Shawnee Tribal Development Act.
Section 101. Declaration of Need and Legislative Findings
It is hereby declared and found:
(a) That the health, safety and welfare of the people of the Absentee Shawnee Tribe of Oklahoma are enhanced by continual encouragement, development, growth and expansion of private enterprise within the Indian country under the jurisdiction of the Absentee Shawnee Tribe of Oklahoma. That the Indian country under the jurisdiction of the Absentee Shawnee Tribe of Oklahoma is an economically depressed area that need particular attention to create new jobs, stimulate economic activity and attract private sector investment to improve the quality of life for those within the tribal jurisdiction. It is, therefore, the purpose of this Act to stimulate employment, business and industrial growth and to encourage new economic activity in the Indian country under the jurisdiction of the Absentee Shawnee Tribe by means of developing the legal and physical infrastructure necessary for business and industry, the removal of unnecessary governmental barriers to the creation of economic growth, providing assistance to business and industries, providing tax incentives and utilizing to the fullest extent tribal sovereignty and the Indian Tribal Government Tax Status Act of 1982.
(b) That the jurisdictional area of the Absentee Shawnee Tribe of Oklahoma is an area of chronic and substantial economic underdevelopment, and there exists a critical need for the development of economic and industrial activities within the jurisdiction of the Absentee Shawnee Tribe of Oklahoma in order to address the disproportionate and persistent unemployment rate which detrimentally affects the tribal membership and other persons within the Tribe's jurisdiction.
(c) That active and planned tribal participation by the Absentee Shawnee Tribe of Oklahoma in both its business and governmental capacity in economic endeavors can have a significant and positive impact on the long-term economic stimulation of the local economy for both the Tribe and the local economy.
(d) That an economic strategy maintaining a sound balance between the development of the tribe economic and industrial opportunities -- tribal business -- within the jurisdiction of the Absentee Shawnee Tribe of Oklahoma, and the acquisition of land for these purposes, is essential to the prosperity, peace and welfare of those within the tribal jurisdiction.
(e) That a critical need exists for the Absentee Shawnee Tribe of Oklahoma to focus its considerable energies and strengths on the development of diversified and stable economic endeavors within the jurisdiction of the Absentee Shawnee Tribe of Oklahoma that includes and emphasizes both the development of the Tribe as business initiator, planner, manager of tribal enterprises and upon the tribe as government creating the legal infrastructure necessary to support, enhance, and encourage the creation of a heretofore nonexistent private business sector within the jurisdiction of the Absentee Shawnee Tribe of Oklahoma.
(f) That is vital for the Absentee Shawnee Tribe of Oklahoma to establish a focal point for the economic development activities within the tribal structure by tribal legislation to which the Executive Committee can delegate specific duties and with which it can work in creating tribal enterprises and developing the legal infrastructure necessary to support the development of a private business sector within the jurisdiction of the Absentee Shawnee Tribe of Oklahoma.
(g) That in order to address these identified needs and to establish a focal point through which solutions can be analyzed, proposed and initiated, the Absentee Shawnee Executive Committee has found it necessary in the public interest that it create and authorize the operation of the Absentee Shawnee Tribal Development Authority through Resolution No.L-AS-93-05.
(h) That the creation and operation of the Authority serves an essential governmental function of the Absentee Shawnee Tribe of Oklahoma by allowing the Tribe to address the serious economic, social, and health problems associated with the serious unemployment and underemployment within the jurisdiction of the Absentee Shawnee Tribe of Oklahoma, the general lack of available tribal funds available to address theses problems, the general lack of sufficient land base for the economic development needs of the tribe, and the attendant impact upon the public health, Bafety, and welfare.
(i) That the creation and operation of the Authority addresses a situation which has not, and cannot, be wholly relieved through the operation of private sector enterprises alone, and t hat providing job training and relief from critical unemployment and underemployment rates, the development of tribal revenue generating public and private sectors, the acquisition of land by the Absentee Shawnee Tribe of Oklahoma for development purposes and developing tribal sources of financing economic development and land acquisition are public uses and purposes that are essential governmental functions of the Absentee Shawnee Tribe of Oklahoma, for which public monies can be spent and private property acquired, and are governmental functions of tribal concern.
(j) That the necessity in the public interest for the provisions hereinafter enacted is hereby declared as a matter of legislative determination.
Section 102. Purposes
The Tribal Development Authority shall be organized and operated for the purpose of:
(a) Remedying the disproportionate unemployment rate of tribal members and other persons within the tribal jurisdiction.
(b) Remedying the disproportionate underemployment rate of tribal members and other persons within the tribal jurisdiction.
(c) Providing revenues with which the Tribe may address other pressing matters of public health, safety, and welfare, or for other tribal purposes.
(d) Attracting private industry to the tribal jurisdiction.
(e) Expanding the tribal land base and economic development potential through the purchase of additional land for tribal use.
(f) Identify, plan, initiate, and develop tribal economic and industrial activities on behalf of the Absentee Shawnee Tribe of Oklahoma.
(g) Act as a catalyst within the tribal structure, working in conjunction with the tribal legislative bodies--the Absentee Shawnee General Council and Executive Committee--to provide for the orderly creation and temporary management of tribal business enterprises.
(h) Make recommendations to the Absentee Shawnee Executive Committee as to legislation for development of tribal business enterprises.
(i) Make recommendations to the Absentee Shawnee Executive Committee useful and necessary for the development of private sector business enterprises within the jurisdiction of the Tribe such as, but not limited to recommendations regarding taxation, business licensing, finance, land acquisition, use and zoning requirements, environmental protection, and authorized forms for business structures such as corporations, joint ventures, partnership.
(j) Establish in conjunction with the Absentee Shawnee Executive Committee an economic development revolving fund.
(k) Encouraging the creation of a Tribal tax base, the earning of income which can be used to support essential functions of the Tribal Government, the provision of credit through which economic activity can be encouraged.
(l) Specified Purposes:
In addition to the general purposes expressed in Subsection (a) through (f) of this Section, the Absentee Shawnee Tribal Development Authority is intended to be an agency of the Absentee Shawnee Tribe of Oklahoma and, through its activities, further the general purposes expressed as well as the following specific Tribal and Federal purposes:
(1) the purpose of encouraging and promoting agriculture, commerce, and industry, for creating a fund to be known as the real estate bond payment and purchase fund to be used for the acquisition of real property for economic development and other purposes, including the purposes of providing land to landless members of the Absentee Shawnee Tribe of Oklahoma and other eligible persons, for the provision of income and the creation of a sound economic and industrial tax base for the support of the Government of the Absentee Shawnee Tribe of Oklahoma as guaranteed to the Absentee Shawnee Tribe of Oklahoma in the various treaties between the United States and the Absentee Shawnee Tribe of Oklahoma and the rights of self-government and social advancement recognized and provided for by the laws of the United States;
(2) the purpose of providing land and borrowing money and issuing loans for the acquisition of land for the Absentee Shawnee Tribe of Oklahoma, other Indian Tribes and individual Indians or groups of Indians pursuant to Section 5 of the Act of June 18, 1934, 48 Stat. 985 (25 U.S.C. 465), to Section 1 and 2 of the Act of June 26, 1936, 49 Stat. 1967 (25 U.S.C. 501, 502), the insurance of loans for such acquisitions pursuant to the Act of April 11, 1970 (25 U.S.C. 488 et seq.) and other Federal laws providing for the providing of Federal insurance for loans made to Indian Tribes, individuals, or others:
(3) the purpose of furthering Indian industry and labor and economic development within the Indian Country as provided for in the Act of June 25, 1910, 36 Stat. 861 (25 U.S.C. 47), Section 1 of the Act of May 9, 1938, 52 Stat. 302 (25 U.S.C. 306) and other federal laws supporting the economic development of Indian Country;
(4) the purpose of furthering the investment of Indian tribal and individual funds as provided in the Act of June 24, 1938, 25 Stat. 1037 (25 U.S.C. 162a);
(5) the purpose of furthering any necessary irrigation projects within the Absentee Shawnee Tribe of Oklahoma jurisdiction needed to make agricultural land productive to complement the provisions of Chapter 11 of Title 25 of the United States Code;
(6) the purpose of providing income and taxable economic and industrial base in order for the Absentee Shawnee Tribe of Oklahoma to operate a Judicial and Law and Order system sufficient to meet the requirements of Title II of the Act of April 11, 1968, 82 Stat. 77 (25 U.S.C. 1301 et seq.);
(7) the purpose of providing income and taxable economic and industrial base in order for the Absentee Shawnee Tribe of Oklahoma to further the purpose of Congress expressed in Section 1 of the Act of April 12, 1974, 88 Stat. 77 (25 U.S.C. 1451), and balance of said Act. (Indian Financing Act);
(8) the purpose of providing income and taxable economic and industrial base in order for the Absentee Shawnee Tribe of Oklahoma to further the purpose of Congress expressed in Section 3 of the Act of Section 3 of the Act of September 30, 1976, 90 Stat. 1401 (25 U.S.C. 1602), and balance of said Act. (Health Care);
(9) the purpose of providing income and taxable economic and industrial base in order for the Absentee Shawnee Tribe of Oklahoma to further the purpose of Congress expressed in Section 101 of the Act of October 17, 1978, 92 Stat. 1325 (25 U.S.C. 1802), and balance of said Act. (Higher Education);
(10) thee purpose of providing income and taxable economic and industrial base in order for the Absentee Shawnee Tribe of Oklahoma to further the purpose of Congress expressed in Section 3 of the Act of November 8, 1978, 92 Stat. 3069 (25 U.S.C. 1902), and balance of said Act. (Child and Family Service Programs);
(11) the purpose of providing funds for the further Tribal development of Indian owned mineral resources pursuant to the Act of December 22, 1982, 96 Stat. 1938 (25 U.S.C. 2101 et seq.);
(12) the purpose of providing funds for Indian Land Consolidation pursuant to the Act of January 12, 1983, 96 Stat. 2517 (25 U.S.C. 2201 et seq.);
(13) the purpose of providing income and a taxable economic and industrial base in order for the Absentee Shawnee Tribe of Oklahoma to further the policy of Congress expressed in the Act of January 4, 1975, 88 Stat. 2206 (25 U.S.C. 450 et seq.) and particularly in Section 102 of Title I of the Act (25 U.S.C. 40Sf) (Indian Self-Determination) and the Act of November 2, 1921, 42 Stat. 208 (25 U.S.C. 13 (Snyder Act)
and the exercise of each and every essential governmental function reasonably necessary or proper to further such purposes and policies.
Section 103. Definitions
The following terms whenever used or referred to in this ordinance, shall have the following respective meanings, unless a different meaning clearly appears from the context:
(a) "Executive Committee" means the Absentee Shawnee Executive Committee.
(b) "Claim" means a claim for personal injury, death, property damage, or for recovery of property arising in tort law.
(c) "Contract" means any agreement express or implied by law for the exchange of consideration.
(d) "Immediate family" means mother, father, sister, brother or child.
(e) "Misconduct in office" means any one or more of the following acts:
(1) Conviction.in any court of competent jurisdiction of a felony or other crime involving dishonesty or moral turpitude, notwithstanding any right to appeal.
(2) Offering or conferring upon another or soliciting or accepting from another any financial benefit or thing of value for the recipient's decision, opinion, recommendation vote or other exercise of discretion or an compensation for such past action.
(3) Threatening unlawful harm to any person with the purpose of influencing another's decision, opinion, recommendation, vote or other exercise of discretion or in retaliation for such past action.
(4) Knowingly, with the intent to benefit him or herself or harm another, committing an unauthorized act under color of official action or refraining from the performance of any duty imposed by law or by the nature of Board of Trustee membership.
(5) Use of privileged information gained as result of Board of Trustee membership for the benefit of him or herself or the harm of another.
(6) Knowingly withholding information which could be necessary to the Board of Trustees for informed decision making.
(7) Making any false statement or knowingly providing false information to the Board of Trustees, including but not limited to the information provided in his or her Resume and Certificate of Eligibility.
(8) Misuse of Authority property by unlawfully appropriating Authority assets, funds or property for his or her own use of the use of another.
(f) "Moral Turpitude" shall mean an act of baseness, vileness, or depravity in the private and social duties which a man owes to his fellow men, or to society in general, contrary to the accepted customs of the Tribe regarding justice, honesty, modesty, or good moral character.
(g) "Neglect of Duty" means absence without reasonable cause from four (4) consecutive meeting of the Board of Trustees or continued failure,, over a period of four (4) months, to fulfill any regular or special duties or responsibilities as a member of the Board of Trustees.
(h) "Nepotism Rule" means that the nomination or appointment of a member of the immediate family of the nominator or appointor is prohibited.
(i) "obligations" means any notes, bonds, interim certificates, debentures, or other forms of obligation used by the Authority pursuant to this ordinance.
(j) "Obligee" includes any holder of an obligation, an agent, or trustee for any holder of an obligation, or lessor demising to the Authority property used in connection with a project, or any assignee or assignees of such lessor's interest or any part thereof, and the federal government when it is a party to any contract with the Authority in respect to a project.
(k) "Resume" means a comprehensive summary of an individual's formal education, professional training, prior work experience, activities, affiliations and honors which are indicative of the person's capabilities an qualifications.
(l) "Serious Insufficiency" means continued failure, over a period of six (6) months, after a minimum of two (2) documented notices to adequately perform any regular or special duties or responsibilities as a member of the Board of trustees provided that the notice(s) given specify the standard(s) of performance necessary and expected and the improvement(s) required to achieve such standard(s).
(m) "Tribal Court" means the Absentee Shawnee Tribal Court.
(n) "Tribal Jurisdiction" means all the land within the original boundary lines of the Absentee Shawnee Tribal reservation and any and all future additions of land acquired within or without said boundary line by the Secretary of the Interior or by the Tribe, except as otherwise provided by law.
BOARD OF TRUSTEES
Section 200. Tribal Development Authority Created
(a) Pursuant to the authority vested in the Executive Committee of the Absentee Shawnee Tribe of Oklahoma by Article V, Section 2. of the Constitution, and through its authority and duty to provide for the health, safety, morals, and welfare of all persons within the jurisdiction of the Tribe, Resolution L-AS-93-05 established and created a public body corporate and politic known as the Absentee Shawnee Tribal Development Authority (Authority) which shall be an agency of the Absentee Shawnee Tribe of Oklahoma having the purposes, powers, and duties as herein or hereafter provided by Tribal law.
(b) In any suit, action, or proceeding involving the validity or enforcement of, or relating to any of its contracts, the Authority shall be conclusively deemed to have become established and authorized to transact business and exercise its powers upon proof of the adoption of this ordinance. A copy of this ordinance, duly certified by the Secretary of the Tribe, shall be admissible in evidence in any suit, action, or proceeding. The Tribal Courts shall take judicial notice of the Title.
Section 201. Board Created - Number
The affairs of the Authority shall be managed by the Board of Trustees composed of five persons.
Section 202. Appointment of Board Members
The Board Members shall be appointed, and may be reappointed by the Governor with the advice and consent of the Executive Committee expressed by resolution. Advice and consent is defined to mean confirmation. The Executive Committee is vested with the sole authority to confirm or reject any nomination for appointment to the Board of Trustees. The Governor has the sole authority for nominating persons for such appointments.
When one or more vacancies occur. on the Board of Trustees, the Governor shall submit his or her nomination(s) for appointment to the Board to the Executive Committee within fifteen (15) days of such vacancy or vacancies. The Executive Committee shall have fifteen (15) days to consider the nomination(s) and either confirm or reject the appointment(s). Upon rejection of any nomination(s), the Governor shall submit his or her alternate nomination(s) to the Executive Committee within fifteen (15) days of notification of the rejection. The Executive Committee shall have fifteen (15) days to consider the alternate nominations and either confirm or reject the appointment(s). Failure of the Governor to comply with the time frames herein delineated shall result in his or her forfeiture of nominating authority. In such instances, the nominating authority shall pass to the Lieutenant Governor. A resolution of the Executive Committee signed by the Governor, attested by the Tribal Secretary as to the appointment or reappointment of any Board Members shall be conclusive evidence of the due and proper appointment of the Board Member.
Section 203. Oualifications of Board Members
(a) A Board Member may be a member or non-member of the Tribe, and not more than two Board Members at any one time may be members of the Executive Committee provided, that the majority of the board shall be comprised of members of the Absentee Shawnee Tribe of Oklahoma.
(b) No person shall be barred from serving on the Board because he is an employee of an enterprise of the Authority or the Tribe, or has a business contractual relationship with the Authority or the Tribe, or operates a private business within the tribal jurisdiction. However, no such Board Member shall be entitled or permitted to participate in or be present at any portion of a meeting (except in his capacity as a member of the public or as an employee) or to be counted or treated as a member of the Board, concerning any matter involving his individual rights, obligations or status.
(c) Each Board Member shall be at least twenty-one (21) years of age and legally capable of entering into a binding contract.
(d) No person who has been finally convicted in any court of competent jurisdiction of a felony or other crime involving embezzlement, fraud, or moral turpitude shall service on the Board of Trustees.
(e) Each Board Member shall take an oath to support and defend the Constitution and laws of the Absentee Shawnee Tribe of Oklahoma and shall sLgn a Certificate of Eligibility on which the Board member shall attest: "I hereby certify that I have read the qualifications for members of the Board of Trustees of the Absentee Shawnee Tribal Development Authority and that I meet the qualifications prescribed by law."
(f) Each nominee shall be required to submit a Resume (as defined in Section 103(~K)~-of this Title) for review by the Executive Committee at the time the individual is nominated by the Governor for appointment to the Board.
(g) All nominations and appointments to the Board of Trustees shall comply with the nepotism rule as set forth in Section 103(e) of this Title.
Section 204. Term of Office
The term of office shall be two years and staggered, and the first appointment of Board members shall be for terms of one, two, two, one and ryears for the respective members. Thereafter, all appointments shall be for five years beginning from the date following the regular expiration of the particular seat on the Board, except that in the case of a vacancy occurring prior to the expiration of a regular term, an appointment to that seat shall be only for the length of the unexpired term. Each member of the Board shall hold office until his successor has been appointed.
Section 205. Officers
(a) The Board of Trustees shall elect from among its members a Chairman, and a Vice-Chairman, and from within its members a Secretary and a Treasurer.
(b) The officers shall serve as officers at the pleasure of the Board of Trustees. Removal of a Trustee from an office shall not be deemed to be a removal from the Board of trustees. However, removal of an officer from the Board of Trustees pursuant to Section 206 of this ordinance shall constitute a removal from his office whether or not specifically so stated in the removal proceedings.
Section 206. Removal of Board Members
A member of the Board may be removed by the Executive Committee for serious inefficiency or neglect of duty or for misconduct in office as defined in Section 103 (e), (g), and (1) of this Title, but only after a hearing before the Executive Committee, and only after the member has been given a written notice of the specific charges against him at least fifteen days prior to the hearing. At any such hearing, the members shall have the opportunity to be heard in person or by counsel and to present witnesses in his behalf, In the event of removal of any Board member, a record of the proceedings, together with the charges and finding thereon, shall be filed with the office of the Tribal Secretary, and a certified copy thereon filed with the Clerk of the Tribal Court. The Tribal court shall furnish a record to the
Executive Committee for such purpose upon request. Notwithstanding the defense of sovereign immunity, any person removed from his position as a member of the Board of Trustees may appeal such removal by filing, in the Tribal Court only, a civil action for injunctive and declaratory relief naming the Executive Committee as defendant. The Tribal court shall review the record of the removal proceedings, and if prejudicial error was committed, or if no just cause is shown therein for the removal, the Tribal court may vacate the removal and declare that such person is still a member of the Board and the Executive Committee shall be bound by such decision. The parties shall have the right to appeal such court finding as in other cases, and the Tribal Court shall not vacate the order of the Executive Committee if it determines that any error found in the proceedings was harmless.
Section 207. Compensation to be Paid
The Board of Trustees may receive compensation for their services at a rate commensurate with their services and responsibilities, and reimbursement for expenses, including traveling expenses, when incurred in the discharge of their duties. Expenses may be advanced with the approval of the Board of Trustees. No member of the Board of Trustees shall have his compensation reduced during his term of office, except that if funds be unavailable for appropriation, the compensation of all board members may be reduced proportionally to the availability of funds.
Section 208. Quorum
Three members of the Board shall constitute a quorum.
Section 209. Duties of Officers
(a) The Chairman of the Board of Trustees shall preside at all meetings of the Board,,. and shall generally be responsible for the efficient and orderly functioning of the Authority.
(b) The Vice-Chairman of the Board of Trustees shall assume the duties of the Chairman in his absence, or upon his neglect, failure, or refusal to undertake the duties required or delegated to him by law.
(c) The Secretary of the Board shall keep complete and accurate record of all meeting and actions taken by the Board. One copy of the record of the meetings and actions taken by the Board shall be filed in the Tribal Secretary's office.
(d) The Treasurer shall keep full and accurate financial record, make periodic reports to the Board, and submit completed quarterly and annual reports, in written form, to the Executive Committee as required by Section 501 of this ordinance.
Section 210. Meetings
Regular meetings of the Board shall be held at least once each calendar quarter on such day as may be established by rule of the Board. Special or emergency meetings may be held upon twenty-four (24) hours actual notice, or upon such notice as the Board may by rule determine, and business transacted, provided that not less than a majority of the full Board concurred in the proposed action.
POWERS OF THE AUTHORITY
Section 301. Period of Existence
The Authority shall have perpetual existence and succession in its own name.
Section 302. Power to Sue and Be Sued
(a) The Authority shall have the power to sue in any Court in its own name, and with the consent of the Executive Committee expressed by resolution, to sue on behalf of the Absentee Shawnee Tribe by styling the case as "the Absentee Shawnee Tribe of Oklahoma ex rel. Absentee Shawnee Tribal Development Authority."
(b) The Authority may be sued, in the Tribal court only, in its own name upon any contract or obligation arising out of its activities within the tribal jurisdiction under this act and the immunity from suit which it has as an agency of the Absentee Shawnee Tribe of Oklahoma due to the doctrine of sovereign immunity is hereby expressly waived for such purposes to the extent herein stated.
(c) The Authority may be sued in the Tribal Court or in theCourt of another jurisdiction in its own name upon any contract or obligation arising out of its activities in such other jurisdiction, and the immunity from suit which it has as an agency of the Absentee Shawnee Tribe of Oklahoma due to the doctrine of sovereign immunity is hereby expressly waived for such purposes to the extent herein stated.
(d) No property of the Authority located within the Tribal jurisdiction may be taken by attachment, Court order, lien or otherwise to satisfy any judgement rendered in such a case absent the consent of the General Council first obtained.
(e) Neither the Tribe nor any of its property shall be liable for any of the debts, liabilities, or obligations of the Authority, nor may any Court make or enforce any order concerning execution upon or the right to possession of any Tribally owned property assigned to the use of the Authority unless that General Council gives its consent to such order.
Section 303. General Powers
The Authority shall have the following powers which it may exercise consistent with the purpose for which it is established:
(a) to adopt and use a corporate seal.
(b) to enter into agreements, contracts, and undertakings with any governmental agency, federal, state, or local (including any tribe) or with any person, partnership, corporation, and to agree to any conditions attached to federal financial assistance.
(c) to lease property from or to the Tribe and others for such periods as are authorized by law, and, to hold and manage or sublease the same.
(d) to borrow or lend money, to issue temporary or long term evidence of indebtedness, and to repay the same. Obligations shall be issued and repaid in accordance with the provisions of Chapter Four of this Title.
(e) to pledge the assets and receipts of the Authority as security for debts; and to acquire, sell, lease exchange, transfer or assign personal property or interests therein.
(f) to purchase or take by gift any land or interest in land within or without the Tribal jurisdiction provided that such land located within the Tribal jurisdiction shall, upon payment of the purchase price and satisfaction of any purchase money or pre purchase mortgage on the land, be placed in trust upon the approval of the Secretary of the Interior for the benefit of the Absentee Shawnee Tribe of Oklahoma and will then be assigned to the use of the Authority to the extent provided by law, provided that the Authority may not lease Tribal land assigned to its use for a period exceeding the term of the assignment of the land to Authority or for a period more than authorized by federal law. For the purposes of the subparagraph, as assignment of Tribal land to the Authority for an indefinite term, or for no stated term shall be an assignment which is revocable upon thirty days notice by the Executive Committee that the land is needed for other Tribal purposes. The determination of the Executive Committee of such need shall be final and conclusive.
(g) to undert~ake and carry out studies and analysis of employment and job training needs within the tribal jurisdiction, to operate economic development projects and tribal businesses, to aid and assist private sector businesses in locating within the Tribal jurisdiction including assistance with achieving compliance with appropriate tribal laws and regulations.
(h) to make rules and regulations regarding its activities pursuant to this act as the Board may deem necessary and desirable to effectuate the powers granted by .this Title. Provided, that all such rules and regulations shall be filed for record in the Tribal Secretary's office and the Tribal Court Clerk's office prior to being given any force or effect.
(i) to purchase insurance from any stock or mutual company for any property or against any risk or hazards, and the sovereign immunity of the Authority is hereby waived to the limit of the scope and extent of such insurance as may be in force as to an y claim payable by such insurance.
(j) to invest such funds as are not required for immediate disbursements.
(k) to establish and maintain such bank accounts as may be necessary or convenient.
(l) to employ as officers a President, and such Vice- Presidents and Assistant Secretaries as may be necessary or convenient, and to employ technical and maintenance personnel and such other officers and employees, permanent or temporary, as the Authority may require, to establish the conditions of their employment, and to delegate to such officers and employees such powers or duties as the Authority shall deem proper provided that all such employment must comply with the provisions of Section 203(b) of this Title.
(m) to take such further actions, not inconsistent with this act, as are commonly engaged in by public or corporate bodies of this character as the Authority may deem necessary or convenient to effectuate the purposes of the Authority.
(n) to enter into partnerships, joint ventures, and other business arrangements with any legal entity to effectuate the purposes of the Authority.
(o) to adopt such rules and regulations for the government of its internal affairs as the Authority deems necessary or appropriate, to administer or enforce this Title and its activities thereunder, Provided that all such rules and regulations shall be filed for record in the Tribal Secretary's office and the Tribal Court Clerk's office prior to being given any force or effect.
(p) to operate, ·manage, use, and control, including entering into leases as herein before provided, such real or personal property which the Executive Committee shall assign to its use.
(q) to pay over yearly to the tribe such percentage of its profits which, according to sound business practices, will be available for general expenditure for purposes other than business development, due regard being had for further expansion of Tribal business enterprises, contingencies, bad debts, and the like.
(r) to exercise any and all powers of a domestic corporation under the Absentee Shawnee Business Corporation Act not inconsistent with this Title.
(s) to engage in any lawful business.
(t) to use the name "Shawnee Products, Inc." in any of its business activities within or without the Tribal jurisdiction, and to incorporate or hold stock in such other corporations as may be necessary or convenient. The name "Shawnee Products, Inc." is hereby reserved to the use of the Authority and no other domestic or foreign corporation may use such name within the Tribal jurisdiction.
(u) to exercise, in conformance with Tribal law, the power of eminent domain excepting land or interest therein held by any other agency of the Absentee Shawnee Tribe of Oklahoma, in order to further the purposes and powers expressed in this Title.
(v) to promulgate rules and regulations not inconsistent with other Tribal law, which rules and regulations shall have the force of statute, and to provide penalties for the violation thereof not in excess of Two Hundred Dollars ($200.00) for each violation of day of violation of the Authority's rules and regulations, concerning the following:
(1) the zoning of areas designated as industrial or commercial areas by Tribal legislation into such subcategories of use as may be necessary to protect the public and environment and to further the highest and best use of the property.
(2) the protection of the environment, both physical and human, from unacceptable hazard or risk created by industrial and commercial activities within the Tribal jurisdiction.
(3) construction and maintenance of industrial of industrial and commercial buildings, plants, facilities, and all appurtenances thereunto belonging, including specifically, but not limited to, construction and building codes, emergency procedures to be followed in case of industrial accident or casualty, reporting requirements, and the issuance of building permits;
(4) at such time or times as the Tribe may have contracted the issuance of Indian Trader's Licenses pursuant to 25 U.S.C. 261 et seq., 25 C.F.R. 251.1 et seq., the issuance and supervision of Licensed Indian Traders within the Tribal jurisdiction.
(5) the maintenance of worker's compensation insurance or other similar insurance to protect industrial and commercial employees in hazardous occupations or otherwise against loss of wages, medical bills, and other loss or damages as a result of injuries sustained in the course of their employment;
(6) the protection of employees, invitees, and guests of industrial and commercial establishments from unnecessary risk of injury by providing for safety and health requirements of industrial and commercial activities;
(7) the establishment of minimum public liability insurance requirements necessary to protect the public from personal injury or property damage resulting from industrial and commercial activities;
(8) the establishment and regulation of the banking industry within the Tribal jurisdiction;
(9) the establishment and regulation of the insurance industry within the Tribal jurisdiction;
(10) the establishment and regulation of other financial institutions within the Tribal jurisdiction.
provided, that such rules and regulations shall not be effective until a certified copy or original thereof have been filed in the office of the Tribal Court Clerk and the Tribal Secretary for at least thirty (30) days, and, Provided further, that the Executive Committee may rescind or modify any such rules when in their judgment it is in the best interest of the Tribe to do so.
Section 304. Securing Financial Assistance
It is the purpose and intent of this Title to authorize the Authority to do any and all things necessary or desirable and not prohibited to secure the financial aid or cooperation of the Federal government or private sources of capital in the undertaking, construction, maintenance, or operation of any project of the Authority, subject to the limitations contained in this Title.
Section 305. Certain Property Laws Do Not Apply
No ordinance or other enactment of the tribe with respect to the acquisition, operation, or disposition of Tribal property shall be applicable to the Authority in its operations pursuant to this Title, unless specifically so stated herein, or in the ordinance in question if the Absentee Shawnee Tribal Development Authority is specifically referred to.
Section 401. Authority to Issue Obligations
The Authority may issue obligations from time to time in its discretion for any of its purposes and may also issue refunding obligations for the purposes of paying or retiring obligations previously issued by it, provided that the Authority shall file notice of intent to issue such obligations in the Offices of the Tribal Secretary and that Tribal Court Clerk and at least thirty days prior to the first issuance of any particular obligation or series of obligations. The Authority may issue such types of obligations as it may determine, including obligations on which the principal and interest are payable.
(a) Exclusively from the income and revenue for the project financed with the proceeds of such obligations, or with such income and revenues together with a grant from the federal government, in an allowable cost, in aid of the project.
(b) Exclusively from the income and revenues of certain designed projects whether or not they are financed in whole or in part with the proceeds of such obligations, or
(c) From its revenues generally, any of such obligations may be additionally secured by a pledge of any revenues of any project or other project or other property of the Authority.
All such obligations shall be subject to the jurisdiction of the Tribal court for enforcement of their provisions wherever they may be physically located.
Section 402. No Personal Liability on Obligations
Neither the Board of Trustees of the Authority, nor any person executing the obligations shall be perBonally liable on the obligations by reason of issuance thereof.
Section 403. No Tribal Liability on Obligations
The notes and other obligations of the Authority shall not be a debt of the Tribe as the Tribe, and the obligations shall so state on their face.
Section 404. Obligations are Tax Exempt
Obligations of the Authority are declared to be issued for an essential public and governmental purpose, and to be public instrumentalities and, together with interest thereon and income therefrom, shall be exempt from taxes imposed by the Tribe. The tax exemption provisions of the Title shall be considered part of the security for the repayment of obligations, and shall constitute, by virtue of this Title and without necessity of being restated in the obligations, a contract between (a) the Authority and the Tribe, and (b) the holders of obligations and each of them, including all transferee of the obligations from time to time.
Section 405. Manner of Issuance and Sales
Obligations shall be issued and sold in the following manner:
(a) Obligations of the Authority shall be authorized by a resolution adopted by the vote of a majority of the full Board and may be issued in one or more series.
(b) The obligations shall bear such dates, mature at such times, bear interest at such rates, be in such denominations, be in such form, either coupon or registered, carry such conversion or registration privileges, have such medium or payment and at such places, and by subject to such terms of redemption, with or without premium, as such resolution may provide.
(c) The obligations may be sold at public or private sale at not less than par value.
(d) In case any of the members of the Board of Trustees of the Authority whose signatures appear on any obligations cease to be Trustees before the delivery of such obligations, the signatures shall, nevertheless, be valid and sufficient for all purposes, the same as if the Trustees had remained in office until delivery.
(e) Whenever necessary, the Authority shall comply in the issuance of its obligations with the Securities laws of the federal government.
Section 406. Obligations are Negotiab1e
Obligations of the Authority shall be fully negotiable unless otherwise stated on the their face. In any suit, action or proceeding involving the Validity of enforceability of any obligation of the Authority or the security therefore, any such obligations by the Authority to aid in financing a project pursuant to the Title shall be conclusively deemed to have been issued for such purpose in the absence of fraud by the holder or with the knowledge of the holder thereof in the procurement of the obligations, and the project for which such obligation was issued shall be conclusively deemed to have been planned, located and carried out in accordance with the purposes and provisions of this Title in the absence of fraud in the procurement of such obligation or security.
Section 407. Security for Obligations
In connection with the issuance of obligations or incurring of obligations under leases and to secure the payment of such obligations, the Authority, subject to he limitations in the Title, may:
(a) Pledge all or part of its gross or net rents, fees, or revenues to which its right then exists or may thereafter come into existence.
(b) Provide for the powers and duties of obligee, and limit their liabilities; and provide the terms and conditions on which such obligee may enforce and covenant or their rights securing or relating to the obligations.
(c) Covenant against pledging all or any part of its rents, fees and revenues or personal property to which its title or right then exists or may thereafter come into existence or permitting or suffering any lien on such revenues or property.
(d) Covenant with respect to limitations on its right to sell, lease, or otherwise~dispose of any project or any partner thereof.
(e) Covenant as to the obligations to be issued and is to the issuance of such obligations in escrow or otherwise, and as to the use and dispositions of the proceeds thereof.
(f) Provide for the replacement of lost, destroyed, or mutilated obligations.
(g) Covenant against extending the time for the payment of its obligations or interest thereon.
(h) Redeem the obligations and covenant for their redemption and provide the terms and conditions thereof.
(i) Covenant concerning the rents and fees to be charged in the operation of a project or projects, the amount to be raised each year or other period of time ·by rents, fees, and other revenues, and as to the use rand disposition to be made thereof.
(j) Create or authorize the creation of special funds for monies held for construction or operating costs, debt service, reserves or other purposes, and covenant as to the use and disposition of the monies held in such funds.
(k) Prescribe the procedure, if any, by which the terms of any contract with holders of obligations may be amended or abrogated, the proportion of outstanding obligations the holders of which must consent thereto, and the manner in which such consent may be given.
(l) Covenant as to the use, maintenance, and replacement of its real or personal property, the insurance to be carried thereon, the use and disposition of insurance monies.
(m) Covenant as to the rights, liabilities, powers, and duties arising upon the breach by it of any covenant, condition or obligation.
(n) Covenant and prescribe as to events of default and terms and conditions upon which any or all of its obligations may become or may be declared due before maturity, and as to the terms and conditions upon which such declaration and its consequences may be waived.
(o) Vest in any obligees or any proportion of them the right to enforce the payment of the obligations or any covenants, security or relating to the obligations.
(p) Exercise all or any part of combination of the powers granted in this Section.
(q) Make covenants other than, and in addition to the covenants expressly authorized in this section, or of like or different character.
(r) Make any covenants and do any acts and things necessary or convenient or desirable in order to secure its obligations, or, in the absolute discretion of the Authority, tending to make the obligations more marketable although the covenants, acts, or things are not enumerated in this section.
Section 408. Actions to be Filed for Record
The minutes and record of all actions of the Authority with respect to obligations issued by it shall be filed for record in the Office of the Tribal Secretary, and the Office of the Clerk of the Tribal Court.
Section 501. Reports
The Authority shall submit quarterly and annual reports, signed by the Chairman of the Board, to the Executive Committee showing:
(a) A summary of the period activities.
(b) The financial condition of the Authority.
(c) The condition of the properties under the Authority's management or control.
(d) A summary of any unprofitable ventures and plans for correction.
(e) Any significate problems and accomplishments.
(f) Plans for the future.
(g) Such other information as the Authority or the Executive Committee shall deem pertinent.
Section 502. Acquisition of Interest Prohibited
During his tenure and for three (3) years thereafter, no member of the Board of Trustees or executive officer of the Authority or any other public official who exercises any responsibilities or functions with regard to a project of the Authority, shall voluntarily acquire any interest, direct or indirect, in any matter or in any property included or planned to be included in any project, or in any contract or proposed contract relating to the project; unless, prior to such acquisition, he discloses his interest in writing to the Authority and of the Board of Trustees, executive officer, or the public official shall not participate in any action by the Authority relating to the property or contract in which he has an interest. If an member of the Board of Trustees, executive officer, or the public official involuntarily acquires any such interest, or employment, in any such event, the person shall immediately disclose his interest in writing to the Authority, and such disclosure shall be entered upon the minutes of the Authority relating.to the property or contract in which he has any such interest. Any violation of the foregoing provisions of this Section shall constitute misconduct in office and a violation of the public trust and shall subject the party to removal from the Board or other office held, and make such party liable to the Authority for any and all profits of any kind or character which he may have obtained by virtue of the violation of his trust. This section shall not be applicable to the acquisition of any interest in obligations of the Authority issued in connection with any project, or to the execution of agreements by banking institutions for the deposit or handling of funds in connection with a project or to act as trustee under any trust indenture, or to utility service rates which are fixed or controlled by a governmental agency.
Section 503. Compliance with Federal Law
Each project developed or operated under a contract providing for federal financial assistance shall be developed and operated in compliance with all requirements of such contract, and applicable federal legislation, and with all regulation and requirements set forth from time to time by the federal government in connection with such assistance.
Section 504. Fidelity Bonds
The Authority shall obtain or provide for the obtaining of adequate fidelity bonds for all officers and employees handling cash, or authorized to sign checks or obligations or to certify vouchers.
Section 505. Property of Authority as Public Property
The property of the Authority is declared to be public property used for essential public and governmental purposes of the Absentee Shawnee Tribe of Oklahoma.
Section 506. No Execution on Authority Property
All property within the Tribal jurisdiction including funds acquired or held by the Authority pursuant to this Title shall be exempt from levy and sale by virtue of an execution, and no execution or other judicial process shall issue against the same, nor shall any judgment against the Authority be deemed to be a charge of lien upon such property. However, the provisions, of this section shall not apply to or limit the right of obligees to pursue any remedies for the enforcement of any pledge, or lien given by the Authority on its rents, fees, or revenues, or the enforce any purchase money mortgage upon lands purchased by the Authority with the proceeds of the note secured by such purchase money mortgage.
Section 507. Personnel Policies to be Enacted
There shall be a Personnel Policy Manual which shall be approved by the Board of Trustees.
Section 508. Judicial Notice
The Tribal Court Shall take judicial notice of this Title, and of all rules and regulations of the Authority.
Section 509. Special Certificate of Incorporation
The Tribal Secretary is directed to issue a special Certificate of Incorporation to the Authority in the name of "Shawnee Products, Inc." in substantially the following form:
OFFICE OF THE SECRETARY
ABSENTEE SHAWNEE TRIBE OF OKLAHOMA
CERTIFICATE OF INCORPORATION
To all whom these Presents shall Come, Greetings:
WHEREAS, The Absentee Shawnee Tribe of Oklahoma Tribal Development Act of 1993 has authorized the Absentee Shawnee Tribal Development Authority to conduct business as "Shawnee Products, Inc." and said Act has been filed in the office of the Secretary of the Absentee Shawnee Tribe of Oklahoma.
NOW, THEREFORE, I, the undersigned, Secretary of the Absentee Shawnee Tribe of Oklahoma,.by virtue of the powers vested in me by law, do hereby issue this Certificate of Incorporation.
IN TESTIMONY WHEREOF, I hereunto set my hand and cause to be affixed the Great Seal of the Absentee Shawnee Tribe of Oklahoma.
Filed at the Absentee Shawnee
Tribal Headquarters, this
_______ day of_______________
Section 510. Separability of Prayisions
Notwithstanding any other evidence of the intent of the Absentee Shawnee Executive Committee, it is hereby declared to be the intent of the Absentee Shawnee Executive Committee that if any provision of this ordinance or the application thereof to any persons or circumstances shall be adjusted by any court of competent jurisdiction to be invalid, such judgment shall not affect, impair, or invalidate the remainder of this ordinance or its application to their persons and circumstances, but shall be confined in its operation to the provisions of this Act or the application thereof to the persons and circumstances directly involved in the controversy in which such judgement shall have been rendered.
Section 511. Records and Audit
The Absentee Shawnee Tribal Development Authority shall keep records as the Absentee Shawnee Executive Committee shall prescribe and as will facilitate an effective audit.
Section 512. Authorization of Appropriations
There is authorized to be appropriated to carry out this Title an amount not to exceed Ten Million Dollars ($10,000,000.00).
Section 513. Rules Regulations and Procedures
The Absentee Shawnee Executive Committee shall prescribe such rules, regulations and procedures to carry out the provisions of this Title in any cases in which the Absentee Shawnee Tribal Development Authority is not authorized by the terms of this Title to prescribe its own rules on the subject.
MANAGEMENT OF TRIBAL ENTERPRISES
Section 601. General Management Provisions
Tribal enterprises not separately established by legislation or organized pursuant to Tribal laws regulating corporations, partnerships, or joint ventures shall be managed by the Authority at the discretion of the Absentee Shawnee Executive Committee.
Section 602. Achieving Independent Status as Tribal Enterprise
Whenever, in the discretion of the Board of Trustees a project or enterprise of the Authority has attained such measure of stability and profitability that it has attained the capacity to function and grow as a separate self-sustaining entity, the Board of Trustees shall recommend to the Absentee Shawnee Executive Committee in writing the chartering of the entity as a Tribal enterprise independent from the oversight of the Authority.
Section 603. Chartering of Independent Tribal Enterprises
Upon receiving a recommendation from the Authority that a project of the Authority be reorganized as a separate entity the Absentee Shawnee Executive Committee shall review the recommendation and may either:
(a) authorize the establishment of the project as an independent Tribal enterprise by special legislation, and enact the necessary legislation to establish that enterprise; or
(b) authorize the establishment of the as an independent Tribal enterprise pursuant to the general Tribal corporation, partnership, or joint venture laws, and authorized by legislation a person to organize such entity with such restrictions as may be necessary or useful; or
(c) direct the Authority to conduct further studies, or investigate other action upon such recommendations as the Absentee Shawnee Executive Committee may deem appropriate.