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A. Board Composition.

1. Membership. The Board shall consist of five members, appointed by the Principal Chief and confirmed by the Osage Nation Congress, at least three of which shall be enrolled Osage Nation members. All appointments, except for initial appointments, shall be for a term of three years. Initial appointments shall be made as follows: two seats appointed to three-year terms, three seats appointed to two-year terms. Board member terms shall terminate pursuant to 15 ONC § 5-103.

2. Board Eligibility. Any Board candidate who shall not have been convicted of any felony and who will submit to a fingerprint-based background check to verify he or she can meet the requirements of the Indian Child Protection and Family Violence Prevention Act, 25 U.S.C. §§ 3201 through 3211, and other applicable laws, and who can demonstrate the credentials of a qualified professional, is eligible to serve as a member of the Board.

3. Background Check. Within thirty (30) days of appointment, all persons appointed shall submit to a fingerprint-based background check. Any nomination of an individual to serve as a member of the Board shall be conditional upon his or her submitting to and passing a criminal history search of a fingerprint-based background check in accordance with federal law. No such person nominated for confirmation shall take office, or perform any duties as a member of the Si-Si A-Pe-Txa, until the background check is satisfactorily complete.

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. If the appointment is made while the Congress is in recess, the appointed individual may serve on an interim basis until confirmation may occur.

5. Removal. All Board members are subject to removal from office for cause pursuant to Article XII of the Osage Constitution, which is defined as the following:

a. Willful neglect of duty, meaning three unexcused absences from Board meetings in a one year period;

b. Malfeasance in office;

c. Habitual use of drugs or alcohol;

d. Inability to meet the qualifications to serve;

e. Conviction of a felony or two disqualifying misdemeanors;

f. Conviction of a misdemeanor involving moral turpitude while in office, or other conduct necessitating removal, as determined by the Osage Nation Congress.

6. 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 Si-Si A-Pe-Txa.

7. Bonding Requirements. All Board members must be bonded for a minimum of Five Hundred Thousand Dollars ($500,000.00).

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 exercise governance functions of the Osage Nation’s health care facilities and health and wellness services, in compliance with the limitations stated herein and all applicable laws of the Osage Nation and the United States pertaining to Indian health care, including, but not limited to, the Indian Health Care Improvement Act, and the Indian Self-Determination and Education Assistance Act, and in compliance with the terms and conditions contained in the Nation’s compact between the Nation and the United States.

b. As a governmental instrumentality of the Osage Nation established by the Osage Nation Congress to conduct oversight of health care 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. Board members must follow the Osage Nation Constitution Code of Ethics, Article X, and the Osage Nation Ethics Law, Title 15, Chapter 6, in carrying out their duties.

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, approving, and supervising the implementation of standard operating policies and procedures compliant with all applicable laws, rules, and regulations. The Board may establish policies specific to Si-Si A-Pe-Txa, including but not limited to in the areas of personnel management, procurement, and financial management. Si-Si A-Pe-Txa is not bound by the Executive’s policies and procedures, unless those policies and procedures are specifically adopted by the Board.

e. The Board shall be responsible for credentialing the medical and professional staff providing services for Si-Si A-Pe-Txa;

f. The Board shall be responsible to ensure that the CEO is competent and qualified to perform the duties and tasks for which that individual is employed, and adheres to the laws, policies, practices, standards, procedures, and requirements pertaining to the operation of the Nation’s health care system.

g. The Board shall be responsible for keeping complete and accurate records of all meetings and actions taken, in compliance with the Osage Nation Open Meetings Act, Title 15, Chapter 7, and Open Records Act, Title 15, Chapter 8.

h. The Board may evaluate and pursue compacting for any programs, functions, services and activities of the Indian Health Service that are not already included in the Nation’s compact, and to expand that compact accordingly.

i. The Board may negotiate with the Indian Health Service or any other constituent agency of the United States Department of Health and Human Services to assume additional programs or funding, or to discuss matters that are relevant to Si-Si A-Pe-Txa, except that any new compact is subject to approval of the Principal Chief and the Osage Nation Congress.

C. Specific 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 and Principal Chief no later than August 15th prior to the beginning of the Tsi Sho session. The annual plan shall contain:

a. A budget for Si-Si A-Pe-Txa for the upcoming fiscal year;

b. A financial report for Si-Si A-Pe-Txa for the prior year, consisting of a copy of the prior year’s audit;

c. Disclosure of any and all audit findings 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 equipment acquisitions, including major renovations and repairs, 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 One Hundred Fifty Thousand Dollars ($150,000.00);

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 or construction of health care facilities, and any requested expenditures from the Health Clinic Construction Fund;

h. The status of any lawsuits filed by or against Si-Si A-Pe-Txa;

i. A description of any bonus structure(s) or incentive programs for employees of Si-Si A-Pe-Txa including executive management; and

j. Any other information the Board deems appropriate.

2. Annual Report. The Board shall provide an annual report to the Principal Chief and Osage Nation Congress, which is available for public dissemination, by April 1st of each calendar year.

3. Authority to Contract. The Board is authorized to contract with any person, corporation, partnership or other business entity for goods, supplies and services necessary or appropriate for the efficient operation of the Nation’s health systems, but all contracts must be approved by the Attorney General’s office.

4. Lawsuits. The Board must coordinate with the Osage Nation Office of the Attorney General regarding participation in any lawsuits.

5. Retention of Professional Services. The Board may contract with consultants, accountants and other professionals.

6. Other Authority. The Board is authorized to take such further actions not prohibited herein as the Board deems necessary or desirable to effectuate any or all of the purposes in subsection (B) 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 or agreements for the purchase of real estate without authorization from the Principal Chief and Osage Nation Congress;

b. 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. However, the Board may agree to limited waiver of the Enterprise’s sovereign immunity from suit so long as the Board coordinates with the Office of the Attorney General to develop standard contract terms for inclusion in any contracts and agreements providing such waivers to ensure they are in accordance with the provisions of this chapter, the Constitution and other applicable laws of the Osage Nation; or

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

2. Expenditure of Health Care Revenue.

a. Osage Nation health care revenue shall include all revenue derived from delivery of health care services and collection of payments due on health care services rendered by Si-Si A-Pe-Txa to include, but not limited to, Indian Health Service self-governance funds, third-party revenues, direct and indirect contract support costs and all revenue described in the current multi-year funding agreement with the Indian Health Service.

b. Expenditures of health care revenue shall be limited to the delivery of health-related services by Si-Si A-Pe-Txa including the administrative costs to provide those services, except that third party revenue (collections of Medicare, Medicaid and private insurance), in accordance with Indian Health Care Improvement Act, Public Law No. 94-437, Section 207, may also be expended on facilities and/or land.

E. 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 health care activities;

b. Defend at its own cost and expense any action or proceeding commenced for the purpose of asserting any claim arising out of health care 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 or gross negligence; or

b. Accused and/or convicted of a violation of criminal law related to the pending matter. ONCA 21-31, eff. Apr. 25, 2022.