In the July 11, 2013 edition of Kalihwisaks, Dawn Walschinski says to General Tribal Council in her ‘Editor’s Corner’ (pg. 12B):
GTC, when more than half of you show up to the meeting without a meeting packet, I have to say you are not ready for work. You do not have the facts; you are not prepared to discuss the issues and are certainly unprepared to vote. …How can we expect high work standards from our…elected officials if we ourselves don’t set the example? Without leadership what will happen?
In other words, it’s GTC’s fault if the Oneida Business Committee doesn’t have high work standards.
Oneida Eye doesn’t recall Kalihwisaks’ Editor ever chastising OBC for failing to provide GTC pertinent information in a timely manner.
For example, in the right sidebar on the front page of the Tribe’s website in the box titled ‘Tribal Member Info’ it lists ‘GTC Action Reports.’ Posting that information is the responsibility of the Tribal Secretary’s office.
Action Reports for July 1 & 8 have been posted, but the May 5, 2013 GTC Meeting Action Report is missing.
Could that be due to the leadership action GTC took to direct OBC to prohibit Oneida Seven Generations Corporation from building incinerators on the Oneida Reservation? If not, what else explains the strange delay?
More egregious, as Oneida Eye previously noted here, here & here, is that the Tribal Secretary’s office has for a year-and-a-half failed to replace the outdated 2011 version of OSGC Corporate Charter hosted on the OSGC page of the Tribe’s website.
Here’s the current 2012 version of OSGC’s Corporate Charter. (At least Oneida Eye thinks it’s the current version. Maybe another revision slipped under the radar?)
Also on OSGC’s page you’ll notice the section titled ‘Qualifications’ is a blank template that says: “To be a member of the [body], applicants must meet the following qualifications: • Refer to by-laws • Refer to by-laws • Refer to by-laws.”
When the Tribal Secretary’s office was asked earlier this year for a copy of the by-laws, the version provided was from 1996. While it’s possible the by-laws haven’t been updated in seventeen years, that would only mean that they may be at odds with the 2012 version of OSGC’s Corporate Charter with regard to ‘Indemnification.’
The 2012 version of OSGC’s Corporate Charter says in ‘Article VIII. Indemnification’:
Each present, former and future board member, officer, agent or employee of the Corporation is entitled, without prejudice to any other rights the person may have, to be reimbursed and indemnified from assets of the Corporation for all legal and other expenses, including attorney’s fees, fines, judgments, and amounts paid in settlement, actually and reasonably incurred by the director, officer, agent or employee in connection with any claim, action, suit or proceeding, civil, criminal, administrative or investigative in nature in which the director, officer, agent or employee may be involved as a party or other by reason of having served as a director, officer, agent or employee of the Corporation to the extent that such person is not otherwise indemnified.
On the other hand, ‘Article 7. Indemnification’ the 1996 version of the Corporation’s by-laws provided by the Tribal Secretary’s office as being the most recent version states:
The Corporation will indemnify any Board member or officer, present, past or future, of the Corporation, against expenses actually and reasonably incurred in connection with the defense of any action, suit or proceeding, civil or criminal in which the board member or officer is made a party by reason of being or having been a member or officer, except in relation to matters as to which the board member or officer is adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty to the Corporation.
Are the two Articles fully in agreement? Will anyone be held accountable for negligence or misconduct or will GTC have to foot the bill no matter how badly board members and officers behave? How would GTC even know the documents might indicate different things without having access to copies of both in the first place?
How can GTC make good leadership decisions if OBC can’t or won’t provide adequate and updated information relevant to the legal & legitimate needs of GTC to provide leadership?
It was partly because GTC members had read the July 1 packet and found reports to be inadequate that questions were raised and the 2013 Semi-Annual Report was ultimately tabled by GTC.
Among those questions:
- Who owns Green Bay Renewable Energy, LLC?
- If OSGC owns GBRE then the Corporate Report Model of their Corporate Charter requires them to have disclosed that fact in their ‘Disclosure Report; as of December 31, 2011,’ but they failed to mention GBRE and Oneida Energy Blocker Corp.
- If OSGC doesn’t own GBRE then why did the Oneida Business Committee apparently provide money from the Tribe’s General Fund for GBRE’s legal fees in the failed lawsuit against the City of Green Bay and the ongoing appeal?
- Are there any shareholders other than the Oneida Tribe, and if so who are they?
- Who is on the Board of Green Bay Renewable Energy, LLC, who are the key management personnel, and what are their salaries/stipends?
But Treas. Danforth replied that she’s not responsible for what goes into Corporate Reports.
Maybe she doesn’t know the facts, or she just wasn’t prepared to discuss the issues.
The question remains: Who gets held responsible for what goes into Corporate Reports? Who holds corporate board members and officers accountable for negligence or misconduct? Or would they even be held responsible anymore?
Back to the GTC that the Kalihwisaks’ Editor suggests are lazy and implies might only be attending meetings for money (yes, really; read her column for yourself):
If OBC and Walschinski are truly concerned about GTC’s familiarity with the meeting packet, why can’t GTC members have a PDF emailed two weeks before meetings rather than have to go to the Tribe’s website to download a copy, or have to mail in a request so that a paper copy will arrive just 10 days before meetings?Emailing PDFs seems like an inexpensive way to give GTC members more time to read and discuss beforehand in a format conveniently used on a smartphone or tablet and shared with those who don’t have email nor a computer.
Yet the Kalihwisaks Editor brings attention to an important dynamic:
GTC members have to demand access to adequate & accurate facts from OBC and Tribal corporations so that they can ask informed questions, even if OBC members ignore them. (There are ways to address that.)
This includes having access to Disclosure Reports which OBC doesn’t think GTC has a legal nor legitimate right to review.
But if that basic and required information is not relevant to the leader/shareholder/owner, then who is it for?
In truth, access to Disclosure Reports which fully abide by the Corporate Report Model is essential to informed GTC inquiry and decision-making.
GTC must demand higher levels of access and ethics and hold Tribal corporations accountable, because OBC is not ready for the work.
Without GTC exercising leadership, what will happen?
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UPDATE: It is now confirmed that Secretary Patty Hoeft’s/OBC’s decision to disallow GTC members to view Disclosure Reports in her office is in direct contradiction to the findings in the February 15, 2011 Oneida Law Office legal opinion which says (pp. 5-6):
The confidential report can be viewed by members; however it will be maintained in a confidential manner.
Oneida Eye understands this means 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.
UPDATE 2: Chief Counsel Jo Anne House reversed her stance on her published legal opinion regarding GTC’s right of access to Disclosure Reports in an open special meeting on Friday afternoon July 12th, 2013. More details to follow.
