Bylaws of the Corporate Charter of the Seminole Tribe of Florida
CORPORATE CHARTER of the SEMINOLE TRIBE of FLORIDA
Whereas, the Seminole Tribe of Florida constitutes a
recognized Indian Tribe eligible for organization under a Constitution and
Bylaws adopted pursuant to Section 16 of the Act of June 18, 1934 (48 Stat.
984), as amended by the Act of June 15, 1935 (49 Stat. 378); and
Whereas, more than one-third of the adult members of the
tribe have petitioned that a Charter of Incorporation be granted to such
tribe, subject to ratification by a majority vote of the adult Indians living
on the reservations;
Now, therefore, I, Roger Ernst, Assistant Secretary of the
Interior, by virtue of the authority conferred upon me by the said Act of June
18, 1934 (48 Stat. 984), do hereby issue and submit this Charter of
Incorporation to the Seminole Tribe of Florida to be effective from and after
such time as it may be ratified by a majority vote of the adult Indians living
on the reservations.
SECTION 1. In order to further the economic development of
the Seminole Tribe of Florida by conferring upon said Tribe certain corporate
rights, powers, privileges, and immunities; to secure for the members of the
tribe an assured economic independence; and to provide for the proper exercise
by the tribe of various functions heretofore performed by the Department of
the Interior, the aforesaid tribe is hereby chartered as a body politic and
corporate of the United States of America under the corporate name "The
Seminole Tribe of Florida, Inc."
SECTION 1. The Seminole Tribe of Florida, Inc., as a
Federal corporation, shall have perpetual succession.
SECTION 1. The Seminole Tribe of Florida, Inc., shall be a
membership corporation. Its members shall consist of all persons now or
hereafter enrolled members of the tribe, as provided by its duly ratified and
approved Constitution and Bylaws.
SECTION 1. The corporate management shall be vested in a
Board of Directors composed of eight elected members who shall exercise all
the corporate powers hereinafter enumerated.
SECTION 1. This tribal corporation, subject to any
restrictions contained in the Constitution and the laws of the United States
or in the Constitution and Bylaws of the said tribe, shall have the following
corporate powers.
SEC. 2. To adopt, use and alter a corporate seal.
SEC. 3. To purchase, take by gift, bequest or otherwise,
own, hold, manage, operate and dispose of property of every description, real
and personal, subject to the following limitations :
(a) No sale or mortgage may be made by the corporation of
anyland, interest in land, including water rights, oil, gas, and other
mineral rights now or hereafter held by the tribal corporation, unless
specifically authorized by law and then only with the consent and approval
of the Secretary of the Interior.
(b) No authority is hereby granted to sell, mortgage, or
lease for a period exceeding ten years any land included within the
reservations and all other leases, permits or other contracts relating to
lands within the reservations must be approved by the Secretary of the
Interior or his duly authorized representative.
(c) No action shall be taken by or in behalf of the
corporation, which conflicts with regulations authorized by Section 6 of the
Act of June 18, 1934, or in any way operates to destroy or injure the tribal
grazing land, timber or other natural resources.
SEC. 4. To borrow money from the Indian Credit Fund in
accordance with the terms of Section 10 of the Act of June 18, 1934, or from
any other source, and use such funds directly for productive corporate
enterprises or to loan money thus borrowed to the shareholders of the
corporation, provided that the amount of indebtedness to which the tribe may
subject itself shall not exceed $10,000.00, except with the express approval
of the Secretary of the Interior or his authorized representative.
SEC. 5. To engage in any business that will further the
economic well-being of the shareholders of the corporation or to undertake any
activity of any nature whatsoever, not inconsistent with law or with any
provision of this charter, or the laws of the State of Florida.
SEC. 6. To make and perform contracts and agreements of
every description, not inconsistent with law or the provisions of this
charter, with any person, association, or corporation, with any municipality,
county or the State of Florida, or with the United States, provided that any
contract involving payment of money or delivery of property by the corporation
of a value in excess of $10,000.00 in any one fiscal year shall be subject to
the approval of the Secretary of the Interior or his authorized
representative.
SEC. 7. To pledge or assign chattels or future corporate
income due or to become due, provided that such agreements of pledge or
assignment or extensions thereof, other than an agreement with the United
States, in an amount in excess of $10,000.00 shall be subject to the approval
of the Secretary of the Interior or his authorized representative.
SEC. 8. To deposit to the credit of the Seminole Tribe of
Florida, Inc., corporate funds, without limitation on the amount in any
account, in any National or State bank whose deposits are insured by any
agency of the Federal Government; provided, that funds advanced from the
Indian Credit Fund or from funds of the corporation held in trust in the
United States Treasury shall be deposited with a bonded disbursing officer of
the United States whenever the conditions prescribed by the Secretary of the
Interior or his authorized representative in connection with such advance
require that the advance be so deposited.
SEC. 9. To sue or be sued; but the grant or exercise of
such power to sue and to be sued shall not be deemed a consent by the said
corporation or the United States to the levy of any judgment, lien or
attachment upon the property of the Seminole Tribe of Florida, Inc., other
than income or chattels especially pledged or assigned.
SEC. 10. To exercise such further incidental powers not
inconsistent with law as may be necessary to the conduct of corporate
business.
No property rights of the Seminole Tribe of Florida, as
hereto-fore constituted, shall in any way be impaired by anything contained in
this charter, and the tribal ownership of unallotted lands, whether or not
assigned to the use of any particular individual, is hereby expressly
recognized. The individually-owned property of the members of the tribe shall
not be subject to any corporate debts or liabilities, without the owner's
consent.
The corporation shall issue to each of its members a
nontransferable certificate of ownership evidencing the equal share of each
member in the assets of the corporation, and may distribute per capita among
the shareholders all profits of corporate enterprises over and above sums
necessary to defray corporate obligations, and over and above sums which may
be devoted to the establishment of reserve funds, sinking funds or other
safeguards for contingencies, and over and above sums necessary for the making
of loans to shareholders for individual economic enterprises, and no general
distribution per capita of such profits or income shall be made except as
shall be approved by the Secretary of the Interior or his authorized
representative.
The corporation shall maintain accurate and complete
accounts of the financial affairs of the corporation and shall furnish an
annual balance sheet and report of financial affairs to the shareholders.
This charter shall not be revoked or surrendered except by
act of Congress, but amendments may be proposed by resolutions of the Board of
Directors, or upon petition of twenty percent (20%) of the shareholders which,
if approved by the Secretary of the Interior, to be effective shall be
ratified by a majority at an election of the adult shareholders in which
thirty (30) percent of the eligible voters shall vote.
SECTION 1. MEETINGS. An annual meeting of the voting
shareholders shall be held on the third Friday in the month of July in each
year for the purpose of transacting such business as may come before the
meeting. Special meetings may be called by the Board of Directors or by a
petition of not less than twenty (20) percent of the voting shareholders. A
notice of each meeting shall be conspicuously posted in at least one public
place on each reservation and such notice shall be published at least once in
a newspaper of general circulation.
The notice shall be posted and published at such times as prescribed by the
Board. The notice shall state place, date and time of the meeting and the
purposes for convening the meeting.
SEC. 2. A quorum of voting members shall be convened when
sixty such shareholders are present. If less than a quorum is present, the
majority of the shareholders present may organize for the purpose of setting a
new date. If two attempts to properly convene the annual meeting shall fail,
no further requirements shall be imposed for an annual meeting in that fiscal
year. In all properly convened meetings in which a quorum is present all
decisions shall be by majority vote of the eligible voters present.
SEC. 3. SHARES
(a) For the purpose of participating in the per capita
distribution of profits of the corporation all shares shall be deemed to
have an undivided equal right to participate.
(b) For the purpose of voting, either at an annual
meeting or by balloting at established polling places, shareholders who
shall have reached their eighteenth year at least thirty (30) days before
the scheduled annual meeting shall be eligible to vote. No votes at the
annual meeting shall be by proxy. Votes may be cast by absentee shareholders
only in elections in which absentee procedures have been established.
(c) A voting list of eligible voters shall be prepared by
the Officer having charge of the shareholder records and the list shall be
maintained in an up-to-date manner. Newborn enrolled members of the Seminole
Tribe as provided in the Constitution and Bylaws of the Seminole Tribe of
Florida, shall automatically be entitled to a share. Shares of enrolled
members of the tribe shall automatically be cancelled upon death of the
shareholder. No share of stock in this corporation shall be transferrable.
SECTION 1. GENERAL POWERS. The business and affairs of the
corporation shall be managed by the Board of Directors subject to all
conditions of this charter and of these bylaws.
SEC. 2. MEMBERS OF THE BOARD. The number of directors of
this corporation shall be eight. The Directors shall be elected and hold
office as herein provided, or until their successors shall have been elected
and qualified.
SEC. 3. REGULAR AND SPECIAL MEETINGS. A regular meeting of
the Board of Directors shall be held each month. The Board shall decide the
regular day for monthly meetings. Special meetings may be called by the
president or by four members of the Board. The Secretary, no later than a
certain number of days before each meeting, such period to be prescribed by
the Board, shall mail notices of all meetings and such notices shall include
date, time, place and purpose of the meeting.
SEC. 4. QUORUM. A quorum shall consist of five (5) members
of the board and no business shall be conducted at any time a quorum is
absent.
SEC. 5. MANNER OF ACTING. The act of a majority of the
Directors present at a meeting at which a quorum is present shall constitute
the act of the Board. Acts of the Board may be by motion duly carried, except
that any delegation of authority to any official, agent or agents of the
corporation to act for or on behalf of the Board shall be by written
resolution and shall specify the nature of the authority granted and the
limitations, if any, imposed, excepting those authorities and responsibilities
specifically outlined in Article IV hereof.
SEC. 6. By resolution of the Board of Directors, the
Directors and Officers may be paid fixed sums for attendance at each meeting
of the Board of Directors or a stated salary as Director. No such payment
shall preclude any Director from serving the corporation in any other capacity
and receiving compensation therefor.
SEC. 7. CONTRACTS. The Board may authorize any officer,
agent or agents to enter into any contract or execute and deliver any
instrument on behalf of the corporation, not inconsistent with the Corporate
Powers and all such authority shall be specifically defined in the Board's
resolution.
SEC. 8. LOANS. No loans shall be specifically contracted
on behalf of the corporation and no evidence of indebtedness shall be issued
in the name of the corporation unless authorized by a resolution by the Board
in accordance with the corporate powers of the said Board. Such authority
shall be specifically defined in the resolution.
SEC. 9. CHECKS, DRAFTS, ETC. All checks, drafts, or other
orders for payment of money, notes or other evidence of indebtedness issued in
the name of the corporation shall be signed by such officer, agent, or agents
of the corporation and in such manner as shall from time to time be determined
by resolution of the Board of Directors.
SEC. 10. DEPOSITS. All funds of the corporation not
otherwise employed shall be deposited to the credit of the corporation in such
banks, trust companies or other depositaries as the Board of Directors is
employed to select.
SEC. 11. FISCAL YEAR. The fiscal year of the corporation
shall begin on the first day of July and end on the 30th day of June each
year.
SEC. 12. DIVIDENDS. The Board of Directors may from time
to time declare, and the corporation may pay, dividends on its outstanding
shares in the manner and upon the terms and conditions provided in the
articles of incorporation.
SEC. 13. ACCOUNTS. In accordance with the articles of
incorporation the Board of Directors shall cause to be installed, maintained
and audited a complete and detailed accounting system and such safeguards as
bonding of employees responsible for the safety, accuracy and maintenance of
such records.
SEC. 14. CHANGING RULES AND REGULATIONS. The Board of
Directors shall have the power from time to time to make and change rules and
regulations, not inconsistent with the articles of incorporation or the
articles of Bylaws, for the management of the business and affairs of the
corporation.
SECTION 1. FIRST ELECTION. The first election of the
Board of Directors by the shareholders shall be called within thirty (30) days
following the adoption and ratification of the Charter and Bylaws under the
supervision and direction of the Constitutional Committee and the
Superintendent of the Seminole Agency, who shall prepare the rules and
regulations. The election shall be by secret ballot and all eligible
shareholders may participate regardless of residence. In subsequent elections
where the elected official is to represent a particular area or reservation,
only shareholders resident or domiciled in that area or reservation shall be
eligible to vote for such candidate.
SEC. 2. ELIGIBLE VOTERS.
(a) For the purpose of the first election of the Board
of Directors any person 21 years of age or over whose name appears on the
Census Roll of the Seminole Agency of January 1, 1957, shall be eligible to
vote as a shareholder or to hold office as a Director.
(b) In all succeeding elections of the Board of
Directors eligible voters shall conform to Article I, Section 3 of these
Bylaws.
SEC. 3. REPRESENTATION.
(a) The Dania, Big Cypress and Brighton reservations
shall have equal representation on the Board of Directors of not more than
two directors who are residents of said reservations and have continuously
resided there for a period of six (6) months immediately preceding the
election.
(b) In addition there shall be selected two directors
regardless of residence who shall be at-large. At-large candidates may be
residents or nonresidents of any reservation herein identified. This
question will be resolved by a current resolution of the Board.
SEC. 4. TERM OF OFFICE.
(a) The term of office of the candidates in the first
election shall be as follows:
1. The successful candidate from each reservation and
the at-large candidate receiving the largest number of votes shall hold
office for four (4) years.
2. The other successful candidate shall hold office
for two (2) years.
(b) The term of office of candidates in all succeeding
elections shall be for four (4) years.
SEC. 5. METHOD OF ELECTION OF DIRECTORS. All elections,
including the first election, of the Board of Directors shall be by secret
ballot with provision for absentee balloting. After the first election, the
Board of Directors, subject to the review of the Secretary of the Interior or
his authorized representative, shall enact a resolution wherein the ballot,
eligibility of voters, voting lists, rules for calling elections, absentee
balloting procedures, selection of election officials, polling places, dates
and such other necessary rules and regulations are established.
SEC. 6. RESIGNATION. Any director may resign his office
at any time, such resignation to take effect from the time of its receipt by
the Board of Directors, unless a time is fixed in the resignation, and then it
may take effect from that date if the Board desires to approve that date.
Acceptance of resignation shall not be required to make it effective.
SEC. 7. REMOVAL. Under rules to be prescribed by the
Board of Directors, any director may be removed at any time, without cause or
charges, at a meeting called for that purpose, by a plurality vote of the
voting shareholders who elected him to office.
SEC. 8. FILLING VACANCIES. If the office of one or more
directors shall become vacant, as provided in these bylaws, or by death, the
remaining directors shall elect and appoint a successor for the unexpired
term. In the event the Director is from a reservation, the replacement shall
be selected from same reservation.
SECTION 1. OFFICERS. The officers of the corporation shall
be the President, Vice-President, Secretary and Treasurer. Officers may be
elected from within the Board of Directors if qualified and able to perform
the duties hereinafter set forth, or officers may be selected from outside the
Board or the shareholders if in the opinion of the Board of Directors this be
a wise and desirable alternative and shall serve under a contract of
employment executed in accordance with Article VI, Section 5 of the Corporate
Charter. All officers shall be elected by a majority vote of the Board of
Directors and shall serve a term of two (2) years.
SEC. 2. REMOVAL OF OFFICERS. The Board of Directors may
remove any officer, agent, or employee at any time and within the period for
which such person was elected or employed and all persons shall be elected and
employed subject to the provisions hereof.
SEC. 3. FILLING VACANT OFFICES. If any officer's position
becomes vacant by reason of death, resignation, disqualification or otherwise,
the Board of Directors, by a majority vote, may elect a successor or
successors, who shall hold office for the unexpired term.
SEC. 4. DUTIES OF PRESIDENT.
(a) He shall preside at all meetings of shareholders or
directors.
(b) He shall have general and active management of the
business of the corporation.
(c) He shall see that all orders and resolutions of the
Board are carried into effect.
(d) He shall execute bonds, mortgages and other
contracts when authorized by the Board.
(e) He shall keep in safe custody the seal of the
corporation and when authorized by the Board, shall affix the corporate seal
to instruments requiring it. All such uses of the seal to be attested by the
Secretary.
(f) He shall sign all certificates of shares.
(g) He shall have general supervision of all of the
other officers of the corporation, and employees thereof and shall see that
their respective duties are properly performed.
(h) He shall operate and conduct the business and
affairs of the corporation in accordance with the orders and resolutions of
the Board of Directors and in matters which have not been specifically
ordered by the Board shall call their attention to these matters so that
they shall have the opportunity to decide the issues, or set the policy or
establish the procedure the corporation is to follow.
(i) He shall submit a report of the operations of the
corporation to the directors at their regular monthly meeting, to the
shareholders at the regular annual meeting, and from time to time he shall
report to the Board all matters within his knowledge which the interest of
the company may require be brought to their attention.
SEC. 5. DUTIES OF THE VICE-PRESIDENT. The Vice-President
shall have the power and authority of the President in case of the disability
or absence of the President, and when required by the President may assist in
the general supervision of the affairs of the corporation to the extent and
for the time specified.
SEC. 6. DUTIES OF SECRETARY.
(a) He shall keep a book of minutes at the principal
office of the corporation or such other place as the Board of Directors
shall order, of all meetings of the directors and shareholders in the form
and manner prescribed by the Board.
(b) He shall keep a shareholder register, showing all
changes therein, as required by the Article of Incorporation and the
Articles of the Bylaws. In addition, he shall keep a current voting list as
prescribed in the said Articles of Incorporation and Articles of the Bylaws.
(c) He shall keep the office of the corporation open to
inspection by the shareholders at all reasonable times including all records
within his office.
(d) He shall attend to the giving and serving of all
notices of the corporation required by the Charter and these Bylaws.
(e) He shall attend to all such correspondence as may be
assigned to him and perform all other duties incidental to his office or
prescribed by the Board of Directors.
SEC. 7. DUTIES OF TREASURER.
(a) He shall keep and maintain open to inspection by any
director or shareholder, or representative of the Commissioner of Indian
Affairs, at all reasonable times, adequate and correct accounts of the
properties and business transactions of the corporation, which shall include
all matters required by the Board of Directors, the Charter or these Bylaws.
(b) Have care and custody of the funds and valuables of
the corporation and deposit same in the name of and to the credit of the
corporation with such depositaries as the Board of Directors may designate.
(c) Disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers or other necessary instruments
for such disbursements.
(d) Render to the President and Secretary or to the
Board of Directors, whenever they may require it, and on annual report to
the shareholders, an account of all his transactions as Treasurer, and a
financial statement in form satisfactory to them showing the condition of
the corporation.
(e) Have such other powers and performs such other
duties as may be prescribed by the Board of Directors.
Sec. 8. BONDS. All officers of this corporation whose
duties involve the handling of corporate funds, or other resources shall be
bonded under terms and conditions established by resolution of the Board of
Directors.
The attached Corporate Charter of the Seminole Tribe of
Florida Inc., is herewith approved and submitted for ratification by the adult
Indians of the Tribe living on the Brighton, Big Cypress, and Dania
Reservations pursuant to the authority vested in the Secretary of the Interior
by the Act of June 18, 1934 (48 Stat. 984), as amended by the Act of June 15,
1935 (49 Stat. 378).
ROGER ERNST
Assistant Secretary of the Interior
[SEAL]
WASHINGTON, D. C., July 11, 1957.
Pursuant to Section 17 of the Act of June 18, 1934 (48
Stat.984), as amended by the Act of June 15, 1935 (49 Stat.378), the attached
Corporate Charter issued on July 11, 1957, by the Assistant Secretary of the
Interior to the Seminole Tribe of Florida was duly submitted for ratification
to the adult Indians of the Tribe living on the reservations and was on August
21, 1957, ratified by a vote of 223 for, and 5 against, in an election in
which at least 30 percent of those entitled to vote cast their ballots.
BILL OSCEOLA
Chairman, Constitutional Committee
MIKE OSCEOLA
Secretary, Constitutional Committee
K. A. MARMON
Superintendent, Seminole Agency
U. S. GOVERNMENT PRINTING OFFICE: 1958
(Sudoc Number-- I 20.9/2:Se 5/3)