Pursuant to the authority vested in the Sisseton Wahpeton Oyate of the Lake Traverse Reservation, by its Constitution and By-laws adopted by the members of the Tribe on August 1-2, 1966 and approved by the Commissioner of Indian Affairs on August 25, 1966, and last amended effective November 15, 2006, particularly by Article VII, Section 1 (a) and (h), to provide for the health, education, welfare, and such other services for the betterment of the Tribe, the Tribal Council of the Sisseton-Wahpeton Oyate of the Lake Traverse Reservation ratified the Charter of the Sisseton-Wahpeton College ("SWC"), a non-profit corporation, duly adopted by a ¾ majority vote of all members of the Board of Trustees at a special meeting on October 9, 2007.
ARTICLE I - NAME
A. The name of the non-profit Corporation shall be the Sisseton Wahpeton College.
B. The period of duration of the non-profit Corporation shall be perpetual.
ARTICLE II - PURPOSES
The SWC shall exist for the charitable purpose of providing and maintaining a high standard of higher education and continuing education to the members of the Sisseton Wahpeton Oyate of the Lake Traverse Reservation and others within the historical lands of the Sisseton Wahpeton Oyate. The purposes of the SWC for the benefit of the Tribe and all tribal members are as follows:
A. Primary Purpose:
(1) To provide educational programs and/or to establish and operate an education institution at the post-secondary level on the Lake Traverse Reservation.
B. Ancillary Purposes:
(1) To do everything and anything necessary, proper, advisable or convenient for the accomplishment of the purposes set forth above, which are not forbidden by law.
(2) To achieve the above purposes the SWC may borrow money, accept donations, contract and generally do each and everything necessary that a non-profit corporation may do under the Internal Revenue Code.
ARTICLE III - POWERS
The SWC is empowered:
A. To buy, own, sell, convey, assign, mortgage, or lease any interest in personal property, and to lease any real property from the Sisseton Wahpeton Oyate and others, for such periods as may be authorized by law, after Tribal Council approval, and to hold, manage, mortgage, or sub-lease the same.
B. To borrow money and issue evidence of indebtedness in furtherance of the purposes of the SWC and to secure the same by mortgage, pledge or lien upon its property.
C. Either directly or indirectly and either alone or in conjunction or cooperation with others, whether such others be persons or organizations, of any kind of nature, such corporations, firms, associations, trusts, institutions, foundations, or governmental bureaus, departments of agencies, to do any and all lawful activities which may be necessary, useful or desirable for the furtherance, accomplishment, fostering or attainment of the foregoing purposes, including among other things, but not limited to:
(1) To provide advice, support, credit, funds, capital, capital, gifts, and all other lawful forms of assistance, financial, and otherwise, to or for use in educational institutions operated, or to be operated by the Sisseton Wahpeton Oyate.
(2) To voluntarily furnish management, administrative and other advice, support, training and assistance to members of the Tribe to enable them to develop necessary skills to successfully operate and administer education institutions.
(3) To grant post-secondary degrees and certificates, especially the degree of Associates of Arts, and to develop curricula leading to such degrees or certificates.
(4) To obtain information and conduct research, studies, and analysis, and prepare and publish reports, as to any and all matters that may be of use in furthering the expansion of educational institutions operated by Indians, including information, research studies, analysis, and reports as to services, skills, sources of financing and any or all other matters.
(5) To enter into agreements with all public and private agencies, including universities and colleges providing higher education meeting the needs of the members of the Sisseton Wahpeton Oyate.
D. The SWC, to affect a limited waiver of its sovereign immunity from suit, provided that such waiver shall be expressed, and unequivocal, evidenced by a duly enacted resolution by the Tribal Council for that purpose only. A limited waiver for an explicit purpose shall not be deemed a waiver for any other purpose. Any limited waiver enacted, pursuant to the authorization granted by this provision shall not extend to the Sisseton-Wahpeton Oyate or any of its departments, agencies, or entities. The Sisseton-Wahpeton Oyate shall not be liable for the debts or obligations of the SWC, except in so far as it may hereafter expressly obligate itself in writing.
ARTICLE IV - REGISTERED OFFICE AND REGISTERED AGENT
A. The address of the initial registered office is P.O. Box 689, Agency Village, SD 57262, and the name of the initial agent is Sisseton Wahpeton College.
B. The name of the Registered Agent shall always be the current President of the College and his/her address shall be the same as above.
ARTICLE V – BOARD OF TRUSTEES
The Board of Trustees shall be comprised of seven (7) members each of which shall be elected by the respective seven (7) Districts of the Sisseton-Wahpeton Oyate to manage the business property and affairs of the SWC, including but not limited, the determination of policy, the acquisition and improvement of real and personal property and any interest therein, the borrowing of money and acceptance of grants from such public and private agencies or other persons as the Board of Trustees may determine and the issuance of notes, bonds, debentures, or other obligations, all for the purpose for which the SWC is organized as set forth in Article II. Should the Board of Trustees and the administration fail to effectively work together, the Sisseton Wahpeton Oyate Tribal Council may take appropriate action to mediate or correct such failure.
ARTICLE VI - LIMITATIONS
This SWC is organized exclusively for charitable, educational, and scientific purposes, including for such purposes, the making of the distribution to organizations under Section 501(c)(3) of the Internal Revenue Code. This SWC is to be governed within Sisseton-Wahpeton Oyate Law in compliance with the Constitution, Article IV, Bill of Rights and Code of Ethics and all appropriate Tribal Law.
No part of the net earnings of the SWC shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the SWC shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in the furtherance of the purposes set forth in Article III. No substantial part of the activities of the SWC shall be the carrying on of propaganda, or otherwise attempting to, influence legislation and the SWC shall not participate in, or intervene in, including the publishing or distribution of statements, any political campaign on behalf of any candidate for public office. Not withstanding any other provisions of these Articles, the SWC shall not carry on any other activities not permitted to be carried on by a SWC exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code, and as amended, or by a SWC to which contributions are deductible under Section 170(c)(2) of the Internal Revenue Code, and as amended.
Upon the dissolution of the SWC, whether such dissolution shall result from voluntary action on the part of the Board of Trustees, Court Order, lapse of time, or otherwise, no part of the remaining assets of the SWC after the discharge of corporate liabilities, shall inure to the private profit, benefit, or advantage of any member, director, trustee, officer, or employee of the SWC. Upon dissolution of the SWC, assets shall be distributed to the Tribe for a public purpose. In such asset not so disposed of shall be disposed of by the Sisseton-Wahpeton Oyate of the Lake Traverse Reservation exclusively for benefit of the public purposes of the Tribe; an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code3.
ARTICLE VII - BY-LAWS
By-laws of the SWC shall be adopted by the Board of Trustees at a regular meeting or at any special meeting called for that purpose, provided, that the By-laws shall not be inconsistent with the provisions of this Charter.
ARTICLE VIII - ACCREDITATION
The SWC shall take those actions necessary to receive and maintain accreditation from an association which can accredit the SWC, such as North Central Association of Colleges and Schools, provided that such an association shall be recognized by and maintain good standing with other accrediting associations. If the accreditation of the SWC appears to be in jeopardy, the Sisseton Wahpeton Oyate Tribal Council may take any action deemed necessary to maintain such accreditation including, without limitation, the removal of the Board of Trustees and/or the President and the election or appointment of a new Board of Trustees.
ARTICLE IX - AMENDMENT
This charter may be amended by a ¾ majority vote of the Sisseton Wahpeton Oyate Tribal Council at a regular or special meeting.
C E R T I F I C A T I O N
We, the undersigned duly elected Chairman and Secretary of the Sisseton- Wahpeton Oyate Tribal Council, do hereby certify, that this Charter is hereby established pursuant to the sovereignty of the Sisseton-Wahpeton Oyate and was duly adopted by the Sisseton-Wahpeton Oyate Tribal Council, which is composed of 10 members (representing a total of 15 Tribal Council weighted votes and two Executive Committee votes for a total of 17 votes) of whom 9 constituting a quorum, were present at a Tribal Council meeting, duly noticed, called, convened and held at the TiWakan Tio Tipi, Agency Village, South Dakota, September 12, 2007, by a vote of 12 for, 0 opposed, 0 abstained, 0 absent from vote, 1 not voting, and that this Charter has not been rescinded or amended in any way.
Dated this 12th day of September, 2007.
Original copy to Sisseton Wahpeton College
cc: SWO Legal Department