Charter of the Osage Nation Foundation

Charter of the Osage Nation Foundation.

WHEREAS, the Osage Nation, formerly known as the Osage Tribe of Indians, is a federally recognized Indian Tribe organized under the Constitution of the Osage Nation, ratified on March 11, 2006, and the Osage Nation consists of three (3) separate branches of government: the Legislative (“Congress”), the Executive, and the Judicial;

WHEREAS, it is declared the policy of the Osage Nation to exercise its inherent sovereign powers to create a tribally-incorporated nonprofit organization to promote the continued development of the Osage Reservation through such means as preservation and protection of the Osage language and culture, and provide for the health, education, welfare and economy of the Osage people;

WHEREAS, the Osage Congress has the power and authority pursuant to the Osage Constitution and its inherent sovereignty to adopt and approve the creation of a tribally-incorporated nonprofit entity that will further the social, cultural, and economic well-being of the Nation and its members;

WHEREAS, the Nation’s burdens of government will be lessened through the creation of this nonprofit, tax-exempt organization, and these functions will accordingly benefit the Nation, its members, and those who reside in nearby communities.

NOW, THEREFORE, the Congress, pursuant to the Osage Constitution and its inherent sovereign authority, does hereby grant this Charter to create, appoint and constitute the OSAGE NATION FOUNDATION. ONCA 08-10, eff. June 15, 2008.

1. Creation of Osage Nation Foundation and principal place of business. By this Charter, the Nation creates a nonprofit incorporated foundation to be named the “Osage Nation Foundation” (the “Foundation”). The Foundation shall have its principal place of business at the Osage Nation Headquarters, 813 Grandview, Pawhuska, Oklahoma 74056, or at such other location within the Osage Reservation that the Board of Directors of the Foundation shall determine.

2. Purpose. The Foundation is organized for the charitable purpose of lessening the burdens of the Tribal Government by providing charitable services to the Tribe and its members, excluding the Tribe’s power of regulation, licensing, and enforcement of applicable laws.

a. The Foundation shall constitute a nonprofit tribally-incorporated entity that is a governmental instrumentality of the Nation, but rather a charitable organization that permanently dedicates its assets to the purpose of the Foundation for exclusive operation of charitable and exempt purposes. Upon dissolution, the Foundation’s assets will be distributed to the Osage Nation.

b. For purposes of civil jurisdiction, regulatory jurisdiction and taxation, the Foundation is a governmental entity and is under the exclusive jurisdiction of the Osage Nation Trial Court.

c. The Foundation shall have no power to exercise any regulatory or legislative power. ONCA 09-67, eff. Dec. 4, 2009.

3. Definitions. For purposes of this Charter, when capitalized, the following terms shall have the meanings respectively specified –

a. “Board of Directors” or “Board” means the Board of Directors of the Foundation created by this Charter, as amended.

b. “Congress” means the duly elected members of the Legislative Branch of the Osage Nation; the Osage Nation Congress.

c. “Contract” means any contract, subcontract or collateral agreement between the Foundation and a contractor or a contractor and a subcontractor if such contract or agreement provides for the professional services to operate and manage the Foundation’s assets.

d. “Foundation” means the Osage Nation Foundation, created by this Charter, as amended.

e. “Principal Chief” means the duly elected chief executive of the Executive Branch of the Osage Nation.

f. “Reservation” means the Osage Reservation as defined in Article II, Section 1 of the Constitution of the Osage Nation, ratified March 11, 2006.

g. “Tribe” means the Osage Nation, formerly known as the Osage Tribe of Indians, a federally recognized sovereign nation. ONCA 08-10, eff. June 15, 2008.

4. Assets of Foundation. The Foundation shall have only those assets of the Tribe formally assigned or leased to it by the Tribe and those assets which it acquires through the exercise of its activities to further its nonprofit charitable purpose by other means as provided in this Charter. Neither activity of the Foundation nor any indebtedness incurred by it shall encumber, implicate or in any way involve assets of the Tribe not assigned or leased in writing to the Foundation. The Foundation permanently dedicates its assets to the purpose of the Foundation for exclusive charitable operation and exempt purposes. Upon dissolution, the Foundation’s assets will be distributed to the Osage Nation.

5. Perpetual succession. The Foundation shall have perpetual succession in its name.

a. It is the purpose and intent of this Charter to authorize the Foundation to do any and all things necessary or desirable in connection with lessening the burdens of the Osage Nation government which may include, but not limited to, the financing, development, construction, ownership, lease, operation, management, maintenance, and promotion of nonprofit activities related to charitable social, cultural, and education development of the Osage Nation to provide better governmental services to its Tribal members.

b. Subject to the limitations set forth in this Charter and laws of the Tribe, the Board of Directors shall manage and have complete control over the conduct of Foundation affairs and shall have the full power to act for and bind the Foundation. Such authority shall be exercised pursuant to the Bylaws of the Foundation and, where appropriate, by duly adopted resolution.

c. Subject to the limitations set forth in this Charter and the laws of the Tribe, the Foundation, by and through the Board of Directors acting on behalf of the Foundation, shall have the following powers which it may exercise consistent with the purposes for which the Foundation was established to:

i. develop, construct, own, lease, mortgage, operate, manage, and promote nonprofit charitable activities, including expansions and enlargement thereof, including the power to enter into leases and leasehold mortgages;

ii. adopt, amend or repeal its bylaws, including emergency bylaws, relating to the business of the Foundation, the conduct of its affairs, its rights and powers and powers of its Board of Directors and officers, subject to the review of the Congress as provided in this Charter;

iii. elect or appoint officers, employees or other agents of the Foundation, prescribe their duties and fix their compensation, and indemnify member, officers, employees and agents;

iv. enter into, make, perform and carry out, cancel and rescind contracts, agreements and understandings for any lawful purpose pertaining to its charitable purposes for which it was established with any Tribe, federal, state or local governmental agency or with any person, partnership, limited partnership, corporation, limited liability company, Indian Nation, Tribal entity, or other entity;

v. purchase, receive, take by grant, devise, bequest or otherwise, lease or otherwise acquire, own, hold, improve, employ, use, and otherwise enjoy all powers necessary or appropriate to deal in and with, trust and nontrust and restricted and nonrestricted real and personal property or an interest therein, wherever situated;

vi. employ contractors, consultants, attorneys and accountants;

vii. employ, discipline and discharge employees and establish personnel policies and terms and conditions of employment;

viii. purchase insurance from any stock or mutual company for any property or against any risk or hazards;

ix. establish and maintain such bank accounts as may be necessary or convenient;

x. make donations for any of the following: preservation of the Osage language and culture; educational scholarships, community clinics or hospitals; or other charitable, educational, scientific, civic or similar purposes;

xi. utilize, with the consent of the Principal Chief of the Tribe, the agents, employees and facilities of the Tribe for in-kind services, paying the Tribe mutually agreed upon share of the costs for said in-kind services;

xii. take such further actions as the Board of Directors may deem necessary, desirable or convenient to effectuate any or all of the purposes described in Article 2 for which the Foundation is organized; and

xiii. enjoy the sovereign immunity of the Tribe, to the same extent as the Tribe. ONCA 08-10, eff. June 15, 2008.

a. A Board of Directors is hereby established for the Foundation, the purpose of which is to carry out the duties and powers of the Foundation as set forth in this Charter.

b. There shall be a five-member Board. No employee of the Foundation may serve on the Board.

c. The Principal Chief shall appoint and the Congress shall confirm all Board members. Vacancies shall also be filled in the same manner. An appointment of a Board member shall take effect from the date and time at which the Congress confirms such appointment.

d. Any board candidate who is a least twenty-one (21) years old, and who shall not have been convicted of a felony, is eligible to serve as a member of the Board.

e. The Directors of the Foundation shall be divided into two classes hereby designated Class A (three persons, two of which shall be of Osage descent) and Class B (two persons, one of which shall be of Osage descent). The term of office of the initial Class A Directors shall expire on the second anniversary of each Director’s confirmation to the Board, and the term of office of the initial Class B Directors shall expire on the third anniversary of each Director’s confirmation to the Board. At the expiration of the term of office, the Principal Chief shall appoint and Congress shall confirm such number of successor Directors as is necessary to fill the number of director positions expiring on such date. The terms of office after the initial appointments are two years.

f. A majority of the members of the Congress, upon the recommendation of a majority of the members of the Board, may remove a Board member for one of the circumstances described below. The Congress, in accordance with Article XII of the Constitution of the Osage Nation, may remove a Board member for one of the circumstances upon the vote of at least two-thirds of the members of the Congress. A decision to remove a member of the Board of Directors for one of the following circumstances by Congress shall be final, binding and nonappealable:

i. The commission of an act constituting “cause,” which is defined to mean an act of dishonesty, fraud, or intentional harm to the interests of the Osage Nation Foundation, or the members of the Osage Nation; the deliberate and intentional refusal to perform duties; or acts constituting gross negligence in the performance of such duties; or excessive (more than 25%) absences from Board meetings, unless by reason of disability, within a six-month period.

ii. Removal of Directors shall be conducted in accordance with Article XII of the Constitution of the Osage Nation which affords due process and an opportunity to be heard. An Osage Nation Supreme Court Justice, designated by the Supreme Court, shall preside at the trial. The motion for removal shall list fully the basis for the proceeding and must be approved by a two-thirds vote of the members. Concurrence of five-sixths of the members of the Osage Nation Congress is required for a judgment of removal.

g. All Director nominees, within five business days of confirmation by Congress conditionally appointing such individual to the Board of Directors, shall undergo a background investigation as a primary management official. ONCA 08-10, eff. June 15, 2008; ONCA 09-67, eff. Dec. 4, 2009.

a. The Foundation shall conduct business pursuant to bylaws consistent with this Charter and adopted by the Congress.

b. The Foundation may have such officers and committees as the Bylaws may provide.

c. The Board of Directors shall meet as often as necessary to conduct its business, but no less frequently than quarterly. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business. An action taken or approved by a majority of the Board members present at a meeting at which a quorum is present shall constitute an official act of the Foundation. The Board of Directors shall keep complete and accurate records of all meetings and actions taken.

d. The Board of Directors shall keep full and accurate financial records, make quarterly reports to the Principal Chief, and submit a complete annual report, in written form, to the Congress and Principal Chief as required by Section 9 of this Charter.

e. The Board of Directors may receive a stipend for their services as provided in the Bylaws, and all members shall be reimbursed for actual expenses incurred in the discharge of their duties, including necessary travel expenses. ONCA 08-10, eff. June 15, 2008.

a. The Board of Directors shall prepare and submit to the Principal Chief within thirty (30) days after the close of each quarter a quarterly report, signed by the Chairperson, showing:

i. a summary of the quarter’s activities;

ii. the financial condition of the Foundation and of each subordinate activity;

iii. any significant problems and accomplishments;

iv. plans for the following quarter; and

v. such other information as the Board of Directors or the Principal Chief deems pertinent.

b. The Board of Directors shall prepare and submit to the Congress and Principal Chief within ninety (90) days after the close of each fiscal year an annual report, signed by the Chairperson, showing:

i. a summary of the fiscal year’s activities;

ii. the complete financial condition of the Foundation and of each subordinate activity;

iii. any significant problems and accomplishments;

iv. plans for the following fiscal year; and

v. such other information as the Board of Directors or the Congress deems pertinent. ONCA 08-10, eff. June 15, 2008.

a. The fiscal year of the Foundation shall be the fiscal year of the Tribe.

b. The Board of Directors shall establish and install an accounting system:

i. in conformity with accounting principles generally accepted, and

ii. necessary and advisable, in the reasonable discretion of the Board of Directors, in order to manage the assets of the Foundation. Such accounting system shall insure the availability of information as may be necessary to comply with applicable Tribe and federal regulatory requirements.

c. The accounts and records of the Foundation shall be audited at the close of each fiscal year. Copies of such audit reports shall be furnished to the Council.

d. The Foundation shall establish a system of internal controls.

e. The books, records and property of the Foundation shall be available for inspection at all reasonable times by authorized representatives of the Tribe.

a. The Foundation shall:

i. indemnify, save and hold harmless the Tribe and its agents and employees from any and all claims arising out of its activities,

ii. defend at its own cost and expense any action or proceeding commenced for the purpose of asserting any claim arising out of its activities, and

iii. reimburse any expense which may be incurred by the Tribe to defend any such claim until the Foundation assumes such defense; provided, however, that the Tribe shall have the right, but not the obligation, to participate, at the Foundation’s expense, in any settlement, compromise or litigation thereof through counsel of its own choice and shall have the right to direct and control the negotiations, settlement and litigation if the same shall have a direct effect upon the Tribe.

b. The Foundation shall indemnify, save and hold harmless the members of the Board of Directors and officers of the Foundation, 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 action or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a member of the Board of Directors, or officer, 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 such person had no reasonable cause to believe that his or her conduct was unlawful or otherwise improper; provided, however, that no indemnification shall be made for which such person shall have been adjudged to be liable for willful misconduct or a violation of the criminal law in the performance of such person’s duty to the Foundation, unless, and then only to the extent that, the court in which such action or suit is brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper.

12. Bond. The Board of Directors, on behalf of and in the name of the Foundation, shall obtain or provide for the obtaining of adequate fidelity bond coverage of its officers, agents, or employees handling cash or authorized to sign checks or certify vouchers.

a. In the event of the dissolution or final liquidation of the Foundation, all the assets of the Foundation and any proceeds thereof shall be distributed to the Tribe.

b. After all liabilities and obligations of the Foundation has been paid, satisfied and discharged, or adequate provision made thereof, all remaining property and assets of the Foundation shall be distributed to the Tribe.

14. Amendment. This Charter may be amended by a vote of two-thirds of the members of the Osage Congress. ONCA 08-10, eff. June 15, 2008.

15. Severability. If any provision of this Charter is held invalid, the remainder of the provisions of this Charter shall not be affected.

16. Effective date. This Charter is effective as of July 20, 2005.

Adopted with:

RESOLUTION OF THE OSAGE CONGRESS

Number 31-1193 ONCA 08-10, eff. June 15, 2008; ONCA 09-67, eff. Dec. 4, 2009.