[HISTORY: Adopted by the Legislature of the Menominee Indian
Tribe 11-16-2017 by Ord. No. 17-26. Amendments noted where applicable.]
This Charter is issued to a tribal business to be known as the
"Menominee Payment Processing Company."
The purpose of the Company is to provide acceptance and processing
of credit, debit and online payment processing services for departments
and programs of the Menominee Indian Tribe of Wisconsin.
For the purpose of this Charter, the following terms shall have
the following meanings:
The Menominee Payment Processing Company.
The Constitution and Bylaws of the Menominee Indian Tribe
of Wisconsin.
The Finance Department of the Menominee Indian Tribe of Wisconsin.
A Company who processes electronic payments, provides necessary
hardware and electronically transfers funds to be received through
electronic payments.
The Menominee Tribal Legislature, the tribal governing body
elected pursuant to Section 3, Article IV of the Constitution, and
their successors.
The Menominee Indian Tribe of Wisconsin.
The Company shall have the powers to:
A.
Enter into agreements with the Menominee Indian Tribe of Wisconsin,
banks, merchant service companies or other companies for the purpose
of receiving payments by credit card, automated clearinghouse, online,
purchasing card, gift card, debit card transactions or any other forms
of electronic payment.
B.
If required, establish bank accounts for the receipt of payments,
provided that the account shall be limited to receiving electronic
payments, paying the fees associated with merchant agreements and
transferring funds to the Menominee Indian Tribe of Wisconsin.
C.
Make and alter bylaws, consistent with this Charter and with the
laws, ordinances, and regulations of the Tribe and the United States,
for the administration of the affairs of the Company.
D.
Contract with the Tribe for the provision of these services, provided
that all revenues of the Company are transferred to the tribe and
that all expenses of the Company are charged to the tribe or specific
tribal departments on whose behalf the expenses were incurred. These
expenses include the merchant services processing fees and the cost
of leasing, purchasing, replacing, maintaining or upgrading hardware
or software.
E.
Contract with the Tribe for the purposes of establishing funds transfer
to the Tribe and custodial services of funds retained in the Company's
bank account prior to transfer to the Tribe and all other powers necessary
to accomplish the purpose of the Company.
The form of management of the Company shall be a Board of Directors.
A.
Board of Directors.
(1)
There shall be three members of the Board of Directors.
(2)
Powers and duties. The Board of Directors shall exercise all the
powers and be responsible for all the duties of the Company as set
forth in this Charter and the ordinance adopting this Charter.
(3)
Appointment. The Board of Directors shall be deemed appointed upon
the passage of this Charter by the Menominee Tribal Legislature or
by their being hired by the Tribe into one of the positions or its
successor positions designated by this Charter.
(4)
Members. The Board of Directors shall consist of the following members:
(a)
The Tribal Administrator or the successor position to the Tribal
Administrator, or an employee of Tribal Administration appointed to
serve by the MTL.
(b)
The Finance Manager or the successor position to the Finance
Manager, or an employee of the Finance Department appointed to serve
by the MTL.
(c)
The Finance Department's Accounts Receivable Coordinator
or the successor position to the Accounts Receivable Coordinator,
or an employee from the Accounts Receivable area appointed to serve
by the MTL.
(5)
Term. The terms of the Board shall run concurrently with their employment
with the Menominee Indian Tribe in the positions designated by this
Charter.
(6)
Quorum. The presence of not less than two Directors shall be necessary
to constitute a quorum of the Board of Directors for the transaction
of business of the Company, and the act of a majority of those members
present and voting at a meeting at which a quorum is present shall
be the act of the Company.
(7)
Officers.
(a)
Chairperson. The Tribal Administrator shall be the Chairperson
of the Board of Directors. The Chairperson shall preside at all meetings
of the Board of Directors and shall perform all duties incident to
the office of the Chairperson of the Board of Directors, including
signing agreements and other documents approved by the Board of Directors,
and such other duties as, from time to time, may be assigned by the
Board of Directors.
(b)
Vice Chairperson. The Finance Manager shall be the Vice Chairperson
and shall act in the capacity of the Chairperson in the absence of
the latter and shall discharge any other duties designated by the
Chairperson.
(c)
Secretary. The Accounts Receivable Coordinator shall be the
Secretary. The Secretary shall keep, or cause to be kept, the minutes
of the meetings of the Board of Directors. The Secretary shall see
that all notices are duly given in accordance with the provisions
of this chapter. The Secretary shall be custodian of the seal and
records, and shall perform all duties incident to the office of the
Secretary, and such other duties as may, from time to time, be assigned
to the Secretary by the Board of Directors.
(8)
Removal. Members of the Board shall be considered removed from the
Board upon vacating their position of employment through which their
appointment to the Board was required. Members may also be removed
by the MTL at any time for any reason.
(9)
Compensation. Members of the Board of Directors shall not receive
any direct or in-kind compensation for their service on the Board,
except that which is provided through their employment with the Tribe.
B.
Reporting and meeting requirements.
(1)
The Finance Department of the Tribe, as the fiscal agent for the Company per § 690-8 of this Charter, shall prepare a monthly report on the same schedule as the regular finance report, to the Board of Directors and the Menominee Tribal Legislature. The report shall contain the total amount of payments processed for each department of the Tribe, the fees charged by each merchant service Company, and the net payments collected electronically for the Tribe.
(2)
The Board of Directors shall meet, at a minimum, annually to review
or approve contracts with merchant service companies or conduct any
other business required of the Company.
C.
(Reserved)
D.
Conflict of interest. Pursuant to Article XVII of the Menominee Constitution
and Bylaws, individual members of the Board of Directors shall not
make or participate in making any decision which involves an entity,
property, business, transaction, supplier in which the Board member,
his/her spouse, parent, brother, sister, child, in-law or relative
of the first degree owns, controls, manages or directs any interest,
other than those interests held in common by all tribal members.
E.
Standard of conduct.
(1)
Members of the Board of Directors shall avoid conflicts of interest
and the appearance of conflicts of interest.
(2)
Members of the Board of Directors shall not use confidential information
gained in the course of their appointment for private gain and only
disclose confidential information with specific approval.
(3)
The Board of Directors shall have no authority to act outside meetings,
except for those reporting duties contained in this Charter.
(4)
Members of the Board of Directors shall focus their efforts through
cooperation and positive interaction with each other through open
communication and trust with each other.
(5)
Members of the Board of Directors shall treat each other with respect
and be supportive of ongoing interest of the Company.
(6)
Members of the Board of Directors shall recuse themselves from any
matter in which they have a conflict of interest. If the Board of
Directors believes that a member of the Board has a conflict of interest
and that Board member does not recuse himself or herself, the Board,
by motion, may require that Board member to recuse himself or herself.
(7)
Members of the Board of Directors shall maintain strict confidentiality
regarding matters discussed in closed session.
(8)
Any alleged violations of these standards of conduct, or alleged
violations of the Company bylaws, shall be brought to the MTL for
resolution. Notwithstanding any other provision in this Charter, or
any provision in the Company Bylaws, the Board shall have no authority
to impose a penalty on a member of the Board of Directors for such
violations.
F.
Indemnification. Each present, former, and future member of the Board
of Directors shall be indemnified by the Menominee Indian Tribe of
Wisconsin when acting within the scope of their authority.
A.
Fiscal operations. The fiscal operations of the Company shall be
managed by the Tribe's Finance Department at no cost to the Company.
The Finance Department shall:
(1)
Establish and operate under an accounting system that is in accordance
with GAAP and is approved by an independent certified public accounting
firm chosen by Menominee Tribal Legislature.
(2)
As part of the Tribe's annual audit, cause an annual audit of
the Company by the Tribe's independent auditing firm.
(3)
Prepare an annual financial statement of the operations of the Company.
(4)
(Reserved)
(5)
Prepare monthly financial reports of the Company.
(6)
Establish and maintain a fiscal year consistent with the Tribe's
fiscal year.
(7)
Reconcile all payments received from the merchant services Company,
provide reports that credit payments to the correct tribal department
on a monthly basis, and transfer all payments to the Tribe within
a time frame established by the Tribe's Finance Department.
(8)
Ensure that the Company does not retain any funds beyond the minimum
requirements of the bank and merchant processing Company.
B.
Records, inspections, audits. The books, records and property of
the Company shall be maintained by the Finance Department and be available
for inspection at all reasonable times by the Board of Directors and
authorized representatives of the Tribe.
The Company shall not be authorized to hold any assets except
those physical assets necessary to process credit card transactions.
A.
Compliance with laws. The Company shall exercise the duties and powers
delegated to it under this Charter in conformity with all applicable
laws.
B.
Best interests of Tribe. The Company shall at all times exercise
the duties and powers delegated to it under this Charter in the best
interest of the Tribe.
C.
Policies and procedures. The Company shall adopt such policies and
procedures as it may determine necessary for the orderly conduct of
its business.
A.
The Tribe hereby gives its consent to allowing the Company, by specific written agreement with any party, to sue and be sued in its capacity as a tribal business upon any contract, claim, or obligation arising out of its activities authorized by this Charter and hereby authorizes the Company to agree, by specific written agreement, to waive any immunity from suit which it might otherwise have. Subject to the provisions of this Charter, and as provided for in a contract or agreement entered into by the Company pursuant to § 690-4, the Company is not authorized to pledge, mortgage, or otherwise encumber the assets of the Company as security for debts and to acquire, sell, lease, exchange, transfer, or assign personal property or interests therein. In no event shall any assets of the Tribe, including tribal forest land and other tribal land, be subject to any obligations of the Company unless specifically authorized by the Constitution.
B.
This Charter shall not operate as a partial or total waiver of the
sovereign immunity of the Tribe. The Tribe in no way waives or limits
its sovereign and governmental powers in regard to the Company or
operations of the Company.
C.
The Company shall be entitled to, and the Tribe in no way waives,
the exemptions and immunities from taxation to which American Indian
tribes, their members, and their businesses are entitled by law.
If this Charter is terminated by the MTL, the Board of Directors
shall promptly relinquish control over all assets and liabilities
of the Company to the MTL, acting on behalf of the Tribe, or to such
other entity as the MTL shall designate. The Board of Directors shall
also promptly deliver all books and records of the Company to the
MTL, acting on behalf of the Tribe, or to such other entity as the
MTL shall designate.
A.
Principal place of business. The principal office of the Company
shall be located on the Menominee Indian Reservation.
B.
Agent for service of process. The Board of Directors shall designate
an agent of the Company for the purpose of accepting service of process.
The business address of such agent shall be the principal office of
the Company.
C.
Duration. This Charter shall remain in effect until revoked by ordinance.
D.
(Reserved)
E.
Cooperation between the Board of Directors and the MTL. In the implementation
of this Charter, the Board of Directors and the MTL shall work together
and cooperate in order to promote the best interests of the Tribe.
