General Tribal Council: Demand Access

Today at 10 a.m. the Oneida General Tribal Council will meet to discuss and perhaps vote to approve the Tribe’s budget.

Oneida Bingo & Casino is included in the Tribal budget, and Oneida Bingo & Casino has contractual agreements with Tribally-chartered corporations and their offshoots. For example, the Oneida Casino has a contract regarding the Travel Center with Oneida Generations, LLC, which is owned by Oneida Seven Generations Corporation.

OSGC borrows money from the Oneida Tribe’s General Fund, therefore General Tribal Counsel as the supreme governing authority of the Oneida Tribe should have access to information about OSGC and any corporations the Tribe owns which have contracts with Oneida Bingo & Casino or other divisions of the Tribe.

Included in Oneida Seven Generations Corporation’s Charter is the Corporate Report Model established by Resolution 01-26-11-A, ‘Amending the Corporate Charter of Oneida Seven Generations Corporation,’ which amended Article XIII of the January 18, 2011 version of the Charter by “deleting the language in that article and replacing it with the language of the amendment.

Resolution 01-26-11-A states:

The Secretary or other designated reporting officer of the Corporation shall file reports with the Oneida Business Committee and General Tribal Council in accordance with this Article. Reports shall be prepared at least quarterly to coincide with the annual meeting of General Tribal Council, with other reports quarterly to the Oneida Business Committee or as required by the Business Committee as the shareholder/member of the corporation.

As for the Disclosure Reports that OSGC is required to prepare, Res. 01-26-11-A says in Section 3 (A):

Disclosure Reports Defined: Disclosure reports financial and familial relationships and connections between the Corporation and other entities, as well as members of the Corporation’s Board and key management personnel. Any financial or legal relationship, ownership interest, or any blood kinship within the Corporation and its financial practices or partnerships shall be detailed in a structured and easy to understand format.

It goes on to say in Section 3 (B):

The Disclosure report shall include, but not be limited to, the following detailed information:

a. Names and title of all of the Corporation’s Board members’ names, time in position, and date when position shall be up for renewal or replacement (if applicable).

b. Names and title of all of the Corporation’s key management personnel, with length of service in that position, and if under contract, when that position is up for renewal or expiration of the contract term.

c. Summary of any financial or familial relationship between any of the people in part a. or part b. in this Section, as well as any relationship, financial or familial with any current member of the Oneida Business Committee or any member of any regulatory body within Oneida such as a board committee or commission charged with regulating the Corporation’s industry or activities.

d. Names of any other person, whether it be a business in any legal form or an individual, doing business with the Corporation for purposes of mutual enterprise (i.e. including but not limited to: joint ventures; membership in an LLC together; acquisition of a subsidiary; partnership).

e. Summary of the financial transactions or relationship between those listed in d. above in this Section and the Corporation, including the purpose of the mutual enterprise, legal relationship, or other connections between the Corporation, its Board or its key management personnel and this other named entity or person.

Section 3 (C) says that a Disclosure Report is due “whenever there is a change to the Corporation’s Board membership, turnover to key management personnel, or a business venture creating a new partnership, LLC, subsidiary, or any other legal entity connected to the Corporation for any purpose.

The February 15, 2011 Oneida Law Office’s published legal opinion which GTC based its April 11, 2011 vote on says regarding Disclosure Reports (pp. 5-6):

The confidential report can be viewed by members; however it will be maintained in a confidential manner.

Oneida Eye understands this to mean that the Disclosure Report will be kept in the Secretary’s office for viewing by GTC members upon request and that notes may be taken but photocopies may not be made.

But on July 12, 2013 Chief Counsel Jo Anne House announced at an open working meeting that she had reversed her opinion yet she has not, to our knowledge, published a new legal opinion as to why she flip-flopped.

Oneida Eye believes the Chief Counsel was right the first time and that at the 10 a.m. Saturday September 21, 2013 GTC Budget Meeting GTC must vote to demand that they be given access to Disclosure Reports in a confidential manner as they were guaranteed by the OLO’s published legal opinion and on the basis that such information is pertinent to GTC’s approval of a budget which includes contracts between Oneida Bingo & Casino and other divisions with Tribally-chartered corporations and their offshoots such as OSGC and Oneida Generations.

Oneida Eye also contends that GTC should be made aware of and allowed to attend any Shareholder Meetings regarding Tribally-chartered corporations or their offshoots.

Ultimately, GTC must demand that corporate laws be established because as of now there are none, and Corporate Charters and By-Laws are not the same thing as corporate legislation.

GTC ultimately owns both Oneida Bingo & Casino and the Tribally-chartered corporations and offshoots that have contractual relationships, and the owners must have access to information in order to make an informed decision on the Tribe’s budget.

 


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