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A. Board Composition.

1. Membership and Appointment. The Board shall consist of five members, appointed by the Principal Chief and confirmed by the Osage Nation Congress. The initial and subsequent terms of office the appointments shall be for a term of three years. Upon expiration of the term of office, a member shall be eligible for reappointment or replacement, for a period not to exceed six months, pending reappointment or replacement. Each member may hold office under the Osage Nation Constitution by appointment of the Principal Chief, subject to the requirement that the Board member applies for and is granted a gaming license by the Osage Nation Gaming Commission; provided, that no member shall be subject to confirmation of Congress until issued a license by the Osage Nation Gaming Commission.

2. Board Eligibility. Any Board candidate who is at least thirty (30) years old, who shall not have been convicted of a felony, and who can demonstrate the credentials of a qualified professional, is eligible to serve as a member of the Board. The Principal Chief shall apply Osage preference in appointing Board members.

3. License. All persons appointed shall, within thirty (30) days of appointment, apply to the Osage Gaming Commission for a license and undergo a background investigation as a primary management official. Any appointment of a nominee to serve as a member of the Board shall be conditional upon his or her applying and qualifying for an individual gaming license as a primary management official. No such person appointed shall take office, or perform any duties as a member of the Osage Nation Gaming Enterprise, until granted a gaming license by the Osage Gaming Commission. Provided, that the Osage Gaming Commission may issue a provisional or temporary license as provided by the Osage gaming law.

4. Vacancies. In the event that a Board position becomes vacant as a result of resignation, death, removal, or an expired term, the Principal Chief shall make a new appointment within six months of the date of vacancy, which shall be subject to confirmation by the Osage Nation Congress.

5. Removal. All Board members are subject to removal from office for cause, which is defined as the following:

a. Willful neglect of duty, meaning unexcused absences from three consecutive Board meetings;

b. Malfeasance in office;

c. Habitual use of drugs or alcohol;

d. Inability to meet the qualifications to serve, including the denial of a Board candidate’s gaming license application;

e. Revocation or suspension of a Board member’s gaming license consistent with the Osage Nation gaming law;

f. Conviction of a felony; and

g. Conviction of a misdemeanor involving moral turpitude while in office.

6. The procedure for removal originates in the Osage Congress and is set forth in Article XII, Section 2, of the Osage Constitution.

7. Officers. The Officers of the Board shall be a Chairperson, a Vice-Chairperson, and a Secretary-Treasurer. The selection of the Officers shall be by majority vote of the entire Board of the Osage Nation Gaming Enterprise.

8. Bond Requirements. The Osage Nation Gaming Enterprise Board members on behalf of and in the name of the Osage Nation Gaming Enterprise and the Osage Nation and also as individual members of the Board shall, within thirty (30) days of obtaining their gaming license, obtain fidelity bond coverage for themselves, and any of its agents in the amount of Two Million Dollars ($2,000,000.00). In addition thereto, the Board shall provide for adequate fidelity bond.

B. General and Specific Authority, Powers and Responsibilities of the Board, and Limitations Thereon.

1. General Authority, Powers and Responsibilities.

a. The primary authority and responsibility of the Board shall be to develop, supervise, control, direct, manage, oversee and operate the Osage Nation’s gaming facilities and gaming-related activities profitably and in compliance with the limitations stated herein, and with all applicable laws of the Osage Nation and the United States pertaining to Indian gaming, including, but not limited to, the Osage Nation gaming law, Indian Gaming Regulatory Act, the rules and regulations of the Osage Nation Gaming Commission and the National Indian Gaming Commission and in compliance with the terms and conditions contained in the Tribal-State Gaming Compact between the Nation and the State of Oklahoma.

b. As a governmental instrumentality of the Osage Nation established by the Osage Nation Congress to conduct oversight of gaming and gaming-related activities on its behalf, the Board is responsible for carrying out its duties in a fiscally sound and responsible manner within the boundaries of the scope of authority granted it herein.

c. The Board shall take measures to provide for the protection, maintenance and proper disposition of all funds, accounts and other property that come under its authority or control or that are used and/or maintained in connection with and pursuant to its authority, powers and responsibilities hereunder.

d. The Board shall be responsible for establishing and supervising the implementation of standard operating policies and procedures compliant with all applicable laws, rules, and regulations, subject to the approval of the Osage Nation Gaming Commission.

e. The Board shall be responsible for establishing goals, objectives, and benchmarks necessary for the efficient and profitable management and operation of the Nation’s gaming facilities and gaming-related activities.

f. The Board shall be responsible to ensure that the managers are competent and qualified to perform the duties and tasks for which they are employed, and to adhere to the laws, policies, practices, standards, procedures, and requirements pertaining to the operation of the Nation’s gaming facilities and gaming-related business activities.

g. The Board shall be responsible for keeping complete and accurate records of all meetings and actions taken.

C. Specific Authority, Powers and Responsibilities.

1. Annual Plan. As a means of ensuring fiscal and operational accountability, the Board shall submit an annual plan to the Osage Nation Congress no later than ninety (90) days prior to the beginning of each fiscal year. The annual plan shall contain:

a. A budget for each gaming facility and all gaming-related activities for the upcoming fiscal year;

b. A financial report for each gaming facility and gaming-related activities for the prior year in relation to the anticipated performance of each facility in the upcoming year;

c. Disclosure of any and all audit findings and/or comments from the prior year and the status of corrective actions taken or in process with an estimated schedule for completion;

d. An explanation of any significant budget overrun or shortfall and justification for any significant budget adjustments for the upcoming year;

e. Disclosure of any significant anticipated capital outlays or personal property acquisitions, and a statement of any previously approved capital projects not yet complete including the initial budget, the amount expended to date and the remaining amount of the budget to be spent on the project;

f. Borrowing plans, including the plans to make, accept, endorse or issue bonds, debentures, promissory notes, mortgages, or security agreements or any other instrument of indebtedness or guaranty exceeding a cumulative annual amount of Five Hundred Thousand Dollars ($500,000.00);

g. Disclosure of any plans for significant expansion of existing operations or establishment of new operations or related businesses, particularly plans requiring the purchase or lease of real property and/or construction of gaming facilities.

h. A description of any planned expansions, or major repairs, and anticipated problems likely to affect the budget or profitability in the upcoming fiscal year;

i. The status of any lawsuits filed by or against the gaming or gaming-related activities;

j. Any request for the retention of net revenues with a detailed schedule of the purpose of the request, the total amount of the request for retained net revenue per purpose or project, and the annual amount of the request for retained net revenue per purpose or project;

k. A report of any other reasonably foreseeable event, circumstance, or matter that may or will affect the profitability of the gaming facilities and gaming-related activities in the upcoming fiscal year;

l. A description of the bonus structure or bonus structures for all employees of the Osage Nation Gaming Enterprise including executive management; and

m. Any other information the Board deems appropriate.

2. If a resolution approving the annual plan and budget contained therein has not been approved by the Osage Nation Congress and signed by the Principal Chief by the end of the fiscal year, the previously approved annual plan and budget contained therein shall remain in effect until the Osage Nation Congress approves a new annual plan.

3. The annual plan shall constitute confidential-proprietary information of the Osage Nation, the disclosure of which would harm the interests of the Osage Nation.

4. Annual Report. The Board shall provide an annual report to the Principal Chief, Osage Nation Congress, and Osage Nation Gaming Commission within sixty (60) days from the date the annual financial audit is completed, but no later than July 1st of each year, as well as monthly and quarterly financial reports for each gaming facility. The annual report shall include: (a) balance sheets; (b) income statement; (c) statement of cash flow; and (d) statement of retained earnings, if any. The financial statements shall be separate for each gaming and gaming-related operation. The annual report shall also include financial statements from any other activity of the Board or any entity or activity within its jurisdiction or authority. The Board shall make special reports to the Principal Chief, Osage Nation Congress, and Osage Nation Gaming Commission upon request.

5. In order to ensure the effective and efficient operation of the Nation’s gaming facilities and gaming-related activities, and to ensure compliance with all applicable laws, rules, regulations, compact terms, and the policies of the Nation, the Board, subject to any requirements for review and approval by the Osage Nation Gaming Commission, shall establish:

a. Standards of conduct for all managers, staff and employees of the Board and the Nation’s gaming facilities and gaming-related business activities, including, but not limited to mandatory procedures for the reporting of theft or other wrongdoing by patrons or employees and policies governing the courteous treatment of patrons as well as such other policies and procedures determined necessary and appropriate by the Board;

b. Personnel policies and procedures governing hiring, supervision, management, promotion, disciplining and/or termination of staff and employees of the Board as well as gaming facility managers, staff and employees, including provisions for employment appeals and grievances filed by such managers, staff and employees;

c. Standards for the proper maintenance of buildings, sidewalks, driveways, and grounds;

d. Procurement policies and procedures establishing appropriate levels of authority for the approval and execution of contracts for the purchase of goods and services;

e. Accounting policies and procedures and related standards applicable to financial management;

f. Such other operating policies and procedures the Board deems necessary for the effective management and operation of the Nation’s gaming facilities or which may be otherwise required by law or tribal-state compact.

g. An annual estimated range of distribution to be submitted to the Principal Chief and the Osage Nation Congress by no later than the first Monday in March prior to the following fiscal year.

h. Standards, procedures and training for armed and unarmed security personnel responsible for the protection of persons and property and who perform duties associated with gaming operations, within all public and nonpublic areas of the gaming facilities and office complexes, and the areas of land around the facilities and complexes controlled by Osage casinos, which shall include, but not be limited to, the following requirements:

i. That all security personnel must satisfactorily complete mandatory C.L.E.E.T. Phase I and II security licenses or equivalent certifications within one year from the date of hire;

ii. That all security personnel must also be certified to carry nonlethal weapons to include oleoresin capsicum (O.C.) spray, asp/baton or an electronic control device (ECD) as well as any other approved nonlethal weapon; and

iii. That all armed security personnel must possess C.L.E.E.T. Phase IV license or equivalent certification prior to employment, satisfactorily complete a yearly training and pass a biannual firearms qualification course; provided, that armed security officers are only authorized to carry a firearm while on duty and when employed as an armed security officer.

6. Authority to Contract. The Board is authorized to contract with any person, corporation, partnership or other business entity for goods, supplies and services necessary and/or appropriate for the efficient operation of the Nation’s gaming facilities, subject to the vendor licensing regulations established by the Osage Nation Gaming Commission and further subject to the limitations contained in subsection (C)(5) of this section; provided, that this provision shall not apply for the contracting for legal services, including legal counsel.

7. Duties. In carrying out its responsibilities for the protection, maintenance and proper disposition of all funds, accounts and other property that come under its authority or control or that are used and/or maintained in connection with and pursuant to its authority, powers and responsibilities hereunder and subject to any requirements for approval by the Osage Nation Gaming Commission, the Board shall:

a. Provide monthly narratives and financial reports to the Osage Nation Congress and the Principal Chief which show for each casino or other revenue generating activity: (i) its assets, liabilities, and net worth; (ii) its income statement or profit and loss account; (iii) its cash flow statement showing the inflows and outflows of cash during the month; and (iv) its check register showing all amounts paid, the date of payment and the payee.

b. Establish a system of internal control policies and procedures;

c. Record and maintain a copy of the minutes of all meetings of the Board, excluding meetings or portions of meetings conducted in executive session;

d. Promptly report any theft or misuse of funds or other property under the Board’s control to the Osage Nation Police and the Osage Nation Gaming Commission;

e. Whenever requested in writing by the Speaker, appear before and answer to the Osage Nation Congress and/or any committee thereof so designated by the Speaker, in connection with any investigation into the use or disposition of funds, resources or property within the Board’s control or any other action or inactions of the Board;

f. Promptly respond to any inquiry, order or directive of the Osage Nation Gaming Commission consistent with the Osage Nation gaming law and regulations;

g. Notify the Osage Nation Congress and the Principal Chief in writing within ten (10) days of Board authorization of any proposed increase of more than ten percent (10%) in the cost of any construction project or expansion plan originally estimated to cost over Five Hundred Thousand Dollars ($500,000.00); and

h. Not approve any increase in the aggregate total of the net revenue retention schedule without an approved revision to the annual plan.

8. Lawsuits. The Board may consent to sue or be sued in its enterprise name only by resolution duly adopted by the Board.

9. Retention of Professional Services. The Board may hire consultants, accountants and other professionals only by resolution duly adopted by the Board.

10. Contracts. The Board shall work with the Osage Nation Gaming Commission to develop standard contract terms for inclusion in all its contracts and agreements:

a. Ensuring that all persons or entities transacting business with the Enterprise are licensed by the Osage Nation Gaming Commission in accordance with the Osage Nation gaming laws before any such agreement shall be enforceable; and

b. Providing limitations on the waiver of the Enterprise’s sovereign immunity from suit in accordance with the provisions of this Act and other applicable laws of the Osage Nation.

11. Other Authority. The Board is authorized to take such further actions as the Board deems necessary or desirable to effectuate any or all of the purposes in subsections (B) and (C) of this section.

D. Limitations on the Board’s Authority.

1. The Board or its employees are not authorized to and shall not:

a. Enter into contracts for the management of any gaming operation or any portion thereof licensed by and/or subject to the jurisdiction of the Osage Nation without the consent of the Osage Congress and the Osage Nation Gaming Commission;

b. Enter into contracts with any other Indian Nation, Indian tribal gaming authority, commission or agency, or any unit of federal, state or local government, excluding contracts for the provision of water, sewer, electricity and other utilities;

c. Enter into any contract for a term exceeding three years without Congressional authorization, excluding contracts with publicly traded companies where a cost savings to the Nation will be realized with a longer term, not to exceed five years, such as services for telephone, internet, cable, banking, and other business services;

d. Enter into contracts or agreements for the lease or purchase of real estate without Congressional authorization;

e. Borrow money or make, accept, endorse or issue bonds, debentures, promissory notes, mortgages, or security agreements or any other instrument of indebtedness or guaranty over Five Hundred Thousand Dollars ($500,000.00) without Congressional authorization;

f. Donate money, service or other things of value to any person or entity without approval of the Principal Chief;

g. Waive the Enterprise’s sovereign immunity from suit in any court other than the courts of the Osage Nation without the approval of the Osage Nation Congress by resolution; provided, that this provision shall not affect the limited waiver of sovereign immunity up to the limit of the Board’s liability policy contained in the Nation’s gaming compact;

h. Waive or purport to waive any of the privileges or immunities of the Osage Nation, including its sovereign immunity from suit, to borrow or lend money or purport to borrow or lend money on behalf of the Osage Nation, or to grant or permit or purport to grant or permit any right, lien encumbrance or interest in or on any of the assets of the Osage Nation;

i. Terminate operation of a gaming facility or determine the site of a new gaming facility without Congressional authorization;

j. Retain any net revenues of the Enterprise unless approved by the Congress in the annual plan;

k. Conduct business without bylaws consistent with this law and adopted by the Board of Directors;

l. Directly fund any part of the Osage Nation Gaming Commission or any regulatory functions of another agency or entity, including any surveillance functions at the Osage Nation Casinos, and such funding shall be contained within the budget of the Osage Nation Gaming Commission and approved through an appropriation of the Osage Nation Congress; and

m. Hire legal counsel.

2. All donations of money, service or other things of value amounting to Five Thousand Dollars ($5,000.00) or more to any recipient in a one-year period shall be reported by the Board in writing within thirty (30) days to the Executive Branch, the Legislative Branch and the Osage News or their successor. The report shall state:

a. The name of each recipient of the donation;

b. The amount of the donation;

c. The purpose of the donation; and

d. The date of the donation.

E. Meetings of the Board – Open Meetings Requirements.

1. Regular meetings of the Board shall occur monthly at a designated place within the jurisdiction of the Osage Nation. The date and time of such regular meetings shall be set by the Chair; provided, that at least forty-eight (48) hours’ notice is given. The Board shall adopt procedures governing its meetings, which shall address, among other matters, the election of a Chair and a Vice-Chair of the Board.

2. The Chair (or in his/her absence, the Vice-Chair) shall give notice of the time and place of any regular monthly meeting of the Board.

3. Special meetings of the Board may be held when circumstances require such a meeting. Special meetings may be called by the Chair, or by a majority of the Board. Notice of special meetings shall be in the same manner as in regular meetings.

4. Emergency meetings may be called by the Chair or majority of the Board by giving telephone, email, or facsimile notice to each member of the Board, the Principal Chief, the Speaker of the Osage Nation Congress, and the Osage Nation Gaming Commission.

5. All meetings of the Board shall require a majority of the Board members to be present to constitute a quorum and conduct business.

6. All meetings of the Board shall be public meetings and therefore open to the public, except for executive sessions. The Board may go into executive session only to: (a) discuss personnel issues and matters of confidentiality that relate to one or more specific employees, (b) meet and consult with legal counsel, or (c) discuss confidential-proprietary matters effecting business, disclosure of which would damage the interest of the Osage Nation. All other matters shall be discussed audibly to all persons in the room in open session. Members of the Osage Congress, the Osage Gaming Commission, the Principal Chief, and the Assistant Principal Chief shall not be excluded from executive sessions of the Board in relation to proprietary matters.

7. Notice of regular or special meetings shall contain an agenda which describes each item of business to be conducted.

8. Minutes of all meetings of the Osage Nation Gaming Enterprise, other than meetings or portions thereof held in executive session, shall be kept by a recording secretary.

9. Any action taken by the Board during a meeting convened or held in violation of this subsection shall be null and void.

F. Reporting Requirements of the Board.

1. The Board shall be responsible for providing to the Osage Nation Congress monthly narratives and financial reports which show for each casino or other revenue generating activity: (a) its assets, liabilities, and net worth; (b) its income statement or profit and loss account; (c) its cash flow statement showing the inflows and outflows of cash during the month; and (d) its check register showing all amounts paid, the date of payment and the payee.

2. The Board shall be responsible for preparing and submitting any and all reports required by the NIGC and the ONGC.

G. Board Compensation and Expenses. Compensation and expenses for Board members will be in accordance with market standards and set forth in Osage law. No Board member shall accept any gratuity or other thing of value from any vendor, contractor, or any other person or entity proposing or conducting business with the Osage Nation Gaming Enterprise, except for meals and entertainment with a value of less than One Hundred Dollars ($100.00) per meal or event.

H. Indemnification of Board.

1. The Enterprise shall:

a. Indemnify, save and hold harmless the Nation and its agents from any and all claims arising out of gaming and gaming-related activities;

b. Defend at its own cost and expense any action or proceeding commenced for the purpose of asserting any claim arising out of gaming and gaming-related activities; and

c. Reimburse any expense which may be incurred by the Nation to defend any such claim.

2. The Board may by resolution indemnify, save and hold harmless the members of the Board or any person acting at their official direction, if any one of them is a party or is threatened to be made a party to any threatened, pending or completed civil action or proceeding by reason of the fact that he or she is or was a member of the Board, or person acting at their official direction, against expenses (including attorneys’ fees), judgments, fines and amounts paid in connection with such action, suit or proceeding, if no reasonable person would have cause to believe that such conduct was unlawful or otherwise improper; provided, however, that no indemnification shall be provided to any person who is:

a. Adjudged to be liable for intentional misconduct;

b. Accused and/or convicted of a violation of criminal law; or

c. Party to an action or proceeding commenced by the Osage Nation Gaming Commission resulting in a fine or sanction. ONCA 14-79, eff. Sept. 26, 2014; ONCA 15-91, eff. Oct. 7, 2015; ONCA 18-03, eff. Jan. 25, 2018.