College Governance

Strategic Plan

  • Institutional Core Values
  • Core Institutional Goals
  • Vision and the Strategic Plan Process
  • Strategic Planning Process Model
  • Strategic Imperatives
  • Strategic Goals
  • Goal One: Provide Higher Education Programs that Contribute to the Economic and Social Development of the Lake Traverse Reservation
  • Goal Two: Increase the Number of Students on the Lake Traverse Reservation Pursuing and Completing Programs in Higher Education
  • Goal Three: Enhance the Fiscal Stability of SWC to Support Future Growth
  • Goal Four: Increase Leadership, Professional Capacity, and Accountability throughout the Institution

Institutional Background

The Sisseton Wahpeton College (SWC), a tribal college located in Agency Village, South Dakota, was established to serve the Lake Traverse Reservation. The Sisseton-Wahpeton Oyate (SWO), formerly the Sisseton Wahpeton Sioux Tribe, granted the charter to create the institution in 1979 to serve the educational needs of tribal members and the people of the surrounding communities. Tribal leaders realized that education was critical in addressing the high unemployment rates, poverty, and other social and economic conditions affecting the reservation. Education provides the opportunities, knowledge, and skilled workforce required for community-based economic development.

In 1980, SWC began receiving federal funds under the Tribally Controlled Community College Assistance Act. With this limited funding based on the Indian Student Count (ISC), the college was able to establish a few basic programs. Although the college receives no financial support for non-tribal members from the federal government or the State of South Dakota, SWC maintains an open-door policy and low tuition rates for anyone seeking an education. Over the course of its existence the college has been successful in securing both federal and private grants. As a 1994 Land Grant Institution, the college has access to additional financial resources from the federal government, including the USDA Endowment that provides funding each year to SWC in lieu of the grants of land given to the 1862 institutions. Additionally, other grants from the federal government, notably the Department of Education’s Title III TCCU Program, have been transitioned to a more stable formula-based format.

In 1983, SWC was granted educational candidacy by the North Central Association’s Commission on Institutions of Higher Education, and received its initial accreditation in 1990. Since then SWC has made major strides in improving its academic programming and degree offerings. During this time the college has also greatly increased the services provided to its students and the community, especially in K-12 outreach programs.
The driving principle governing the advancement of SWC has been, and will remain, the meeting the higher educational needs of the Sisseton Wahpeton Oyate and the greater community of the Lake Traverse Reservation. To meet this vital and evolving goal the college must have faculty, staff, and leadership that is talented, dynamic, inspired, and dedicated. The purpose of this document is to develop a framework, which will provide a consistency of vision in the future development of the college to meet this goal.

Mission Statement

Institutional Core Values

BRAVERY – Wowaditake

Bravery was basic and it was highly valued by traditional Dakota people. Living in an environment that could be hostile required a steadfast human character. The Dakota cultivated bravery early in life and it was one of the most coveted values. Courage was necessary for the survival of the individual and the village. The wolf symbolizes this value. The wolf hunted alone and sometimes with a pack, bravely providing for and protecting his family.

WISDOM – Woksape

Wisdom for the Dakota was that ability to see beyond the normal range of vision and understanding. True wisdom is always accompanied by humility. Wisdom thrives in the heart of a humble person. The Creator is the source of all wisdom and this wisdom is revealed through the creation. Wisdom was often associated with age and a thing to be desired as the true quality of an elder. An eagle has a vision that is said to be four times that of man and sees without being seen and thus symbolizes wisdom.

FORTITUDE – Wakisakapi

The Dakota lifestyle was not established in pursuit of material wealth or human comfort. They learned to endure physical and emotional hardships. If a person lacked fortitude, they would most likely succumb to the elements. The buffalo, which symbolizes this value, was an animal that could endure extreme physical elements and survive.

KNOWLEDGE – Wosdonye

Knowledge was necessary to a people who lived in close harmony with nature. The Dakota had to be able to read and understand nature’s signs. Intuitive knowledge is gradually being replaced by intellectual knowledge, but intuitive knowledge is still needed when one needs to see beyond the material world in order to make more sense out of it. This is a natural means for getting at the real causes that are commonly observed in forms of symptoms and behaviors on the outer surface.

Core Institutional Goals

To fulfill its purpose the Sisseton Wahpeton College must offer high quality educational programs, engage in relevant research, and support the public outreach necessary to meet the diverse and changing needs of the individual student, the tribal community, and society at large.

Instruction  – SWC shall provide instruction in undergraduate curricula through traditional, extended-day, distance learning, and other appropriate delivery systems in the liberal arts and professional disciplines that culminate in an associate degree, or to prepare students for baccalaureate and other advanced degrees.

SWC shall provide instruction in vocational/technical education leading to certifications and Associate of Applied Science degrees that enhance student employability and provide the SWO with a skilled workforce.

Research – SWC shall encourage and support those forms of research which support the institution’s commitment to excellence in instruction and the needs of the students, faculty, and community at large.

Public Service – SWC shall make available various resources and capabilities of the institution for public service activities supporting the tribal community, when consistent with the mission of the institution.

Support Programs  – SWC will provide support programs which effectively and efficiently fulfill and promote the primary mission of the institution.

Vision and the Strategic Planning Process

During this planning process ideas were gathered from a variety of relevant stakeholders, which included current and former students, community members and policy-makers, college personnel, and the Board of Trustees (BOT). A range of tools were utilized to gather these stakeholder inputs, including surveys, public meetings, and interviews.

At the college, each department conducted SWOT (Strengths, Weaknesses, Opportunities, and Threats) analyses of their programs. Members of the Executive Committee, and other institutional leaders, completed detailed questionnaires and participated in both individual and group interviews. The members of key institutional committees and the BOT participated in modified SWOT/PEST (Political, Economic, Social, and Technological) analyses. While these sessions created a detailed assessment of the current environment at SWC, they also served to outline areas that should be targeted, both for improvement and for future development at the college. This model helped ensure that any vision for the future was anchored to present realities, and that a reasonable roadmap could be designed to achieve it.

The members of the BOT were asked to provide a snapshot of how they envision the college in twelve years (2025). With the difficulties of accurately predicting a multitude of future events, more latitude was given regarding their planning assumptions. Based on the answers provided by the BOT through a questionnaire and working sessions, and in conjunction with the other sources mentioned above, the following vision for SWC emerges:

Student Population
Given their knowledge of the surrounding communities, the Trustees believe that there could be significant demographic changes in the student population by 2025. It is also their belief that a substantial number of potential students are not being effectively reached by current recruitment strategies.
• Size: it is reasonable to project a sustainable average enrollment of 325 to 350 in the future. With the addition of a limited number (3 or 4) of baccalaureate degree programs the potential of approaching the 400-student mark envisioned by the BOT is significantly increased.
• Age: the assumption is that the trend of a younger student population will continue. However, the BOT predicts that the majority will continue to be older than the traditional college student with an average age in the mid-twenties.
• Race/Ethnicity: an open-enrollment policy, serving everyone in the community, is incorporated into the mission and values at SWC. The college believes this diversity benefits both the students and the community.
o The ten-year average is slightly over 80 percent Native American, with a low of 71 percent and a high of 90 percent.
o The BOT indicated an approximate average of 75 percent as desirable, and most financial projections have been made on this basis.
• Residence: the BOT believes there is a significant market, particularly of SWO members and other groups of Dakota, that is largely untapped due to the lack of student housing. The BOT is projecting dormitory-style housing for 20 percent of the student population by 2025.

Core Functions/Priorities
The BOT was requested to establish priority levels for the roles outlined in the Mission Statement. Although a general consensus emerged, there is a small degree of variation between the rankings by individual Trustees. The scoring was based on a five-point scale, with 5 being the highest and 1 being the lowest score. The ranking of priorities, shown below, reflects the averages of the scores provided by individual Trustees.
1) Workforce Development (4.0): includes associate or vocational degrees and certificate programs that target immediate job placement;
2) Transfer Programs (4.0): includes degree programs, primarily AA or AS, that prepare students to pursue baccalaureate and other advanced degrees at other institutions of higher education;
3) Professional Programs (3.7): includes the development of a few select baccalaureate programs to be offered at SWC to meet the needs of the SWO in targeted professions;
4) Community/Continuing Education (2.3): includes both the traditional forms of community education and specialized training sessions or certifications for teachers and other professionals;
5) Research (1.0): includes institutional, educational, and behavioral research aimed at improving the operations of the college and student success rates. In addition, there is a desire to conduct other scientific research that would benefit the people of the Lake Traverse Reservation and promote economic development.

Educational, Operational, and Structural Elements
While the BOT is providing an outline of its vision for the future development of SWC, it is entrusting the college administration with a great degree of latitude. College administrators, especially the President, are expected to fully utilize their expertise and judgment in order to take advantage of opportunities and overcome challenges as they arise.
• Online Instruction: the college should begin to offer courses online, including the potential for entire programs.
• Satellite Campuses: another method to support the learning needs of the non-traditional students and to extend the service area is the use of satellite campuses.
• Evening and Weekend Courses: while the BOT encourages increasing the number of evening courses, it questions the value of a major trend towards weekend scheduling.
• Workforce Development and Transfer Programs: the BOT believes these programs are the core of SWC’s mission, and should remain SWC’s primary focus.
• Baccalaureate Programs: there is strong support for the development of a limited number of baccalaureate programs. A program must be able to demonstrate a high probability for long-term sustainability and need within the community. Prospective programs should also align with the existing strengths of the college. The BOT believes that programs in Elementary Education and Business Information Systems are likely candidates.
• Staffing Levels: the staffing levels of departments or function areas should be correlated to variations in the size of the student population and the required (or preferred) services they provide.

Fiscal Considerations
The BOT expects that the strategic planning process will establish mechanisms that continue to ensure the long-term financial stability of the college. The following recommendation should be incorporated within the Strategic Plan.
• Secure Base Support: the BOT will seek a resolution from Tribal Council to provide regular monthly payments to SWC from casino revenues
• Establish Contingency and Deferred Maintenance Funds: the BOT will work with the college administration to develop policies supporting the creation and utilization of these funds.
• Negotiate an Indirect Rate: the BOT recommends that the college administration establish and maintain a negotiated indirect rate for federal awards with the appropriate federal agency.
• Establish an Office of Institutional Advancement: the BOT endorses the administration’s recommendation to establish a new department at the college focused on fundraising and developing capital campaigns.

Governance
The BOT is committed to fulfilling its responsibilities to ensure the continuing success and growth of SWC. In order to accomplish their duties properly the BOT has participated in a series of workshops conducted by outside experts. Given that membership on the BOT is based on public (Tribal District) elections, it is recommended that future workshops be provided. SWC should develop a mandatory orientation program for new members of the BOT.

Strategic Planning Process Model

Strategic Imperatives
In order to fulfill its mission, SWC has identified the following as strategic imperatives. Due to the changing requirements of the Lake Traverse Reservation and its people, SWC must continue to develop and evolve to meet the needs of the community it serves. As a result, these five (5) imperatives will provide a foundation to establish the strategic goals within this planning process.

I. Identify and meet the higher educational needs of the students and the communities of the Lake Traverse Reservation

II. Ensure that there is a highly qualified workforce to support the continuing economic development of the Lake Traverse Reservation

III. Ensure the institutional stability required for the continuing development of the Sisseton Wahpeton College to fulfill its Mission

IV. Maintain a high degree of quality controls for the products and processes at the Sisseton Wahpeton College

V. Increase the infusion of Dakota culture and values throughout the curricula and operations of the Sisseton Wahpeton College

Strategic Goals
Goal One:  Provide Higher Education Programs that Contribute to the Economic and Social Development of the Lake Traverse Reservation
Objectives and Actions
A. Develop and implement an Academic Strategic Plan.
1. Please refer to this document for additional information and details regarding Goal One.
2. Identify three or four programs to be targeted for additional development or major revisions; this will occur on five year cycles.
3. Identify programs that should be removed or closed
B. Intensify academic program evaluations to conduct regular studies of:
1. Staffing level requirements and instructional resources;
2. Course and program standards;
3. Completion rates and placement of graduates.
C. Ensure SWC has strong transfer programs to 4-year institutions.
1. Strengthen partnerships with regional universities in order to establish course competencies which will improve student preparedness when transferring to more advanced degree programs.
2. Expand the articulation agreement with the South Dakota university system to include specific program articulation agreements.
3. Establish articulation agreements with North Dakota and Minnesota universities, with an initial focus on course-to-course agreements.
D. Strengthen and realign vocational programs and job preparedness programs.
1. Increase the use of External Advisory Councils composed of regional employers to identify, improve, and evaluate academic and job readiness programs.
2. Realign the Vocational-Education Department to offer job preparedness programs. Increase the focus on high-tech and specialist degree programs.
3. Develop a number of short-courses in the Vocational & Community Education areas to better accommodate full-time or seasonal workers seeking to upgrade their job skills.
E. Develop a limited number of baccalaureate programs in targeted areas and that meet certain criteria: demonstrate a strong potential for long-term sustainability, build upon existing institutional strengths, and fulfill an important need within the community.
1. Identify three or four academic programs for further development and potential submission to HLC for accreditation.
2. The Elementary Education and Business Information Systems programs are currently being intensively evaluated to determine if they are suitable candidates.
Goal Two:  Increase the Number of Students on the Lake Traverse Reservation Pursuing and Completing Programs in Higher Education
Objectives and Actions
A. Develop and implement a Student Recruitment and Retention Plan.
1. Coordinate and strengthen the Academic Resources and Support Systems available to recruit students.
i. Coordinate all recruitment activities under one cognizant college official.
ii. Institute recruitment strategies that better target high school students and non-traditional students throughout the community.
2. Conduct studies targeting:
i. Student enrollment and demographics trends, including student surveys addressing why they selected SWC;
ii. Student retention rates, including reasons for leaving the college;
iii. Student completion and transfer rates.
3. Establish target enrollment numbers and implement strategies to achieve these benchmarks.
i. 2018 – 300 students; approximately a 9% increase annually.ii. 2023 – 350 students; approximately a 3% increase annually.
iii Expand peer recruitment strategies.
iv. Use more aggressive recruitment models similar to those used by athletic departments at other colleges.
v. Target Flandreau Indian School for intensive recruitment activities, including dual credit options.
B. Enhance the Student Experience on campus and in the community, including the awareness of the opportunities provided by a higher education.
1. Address student housing needs.
i. Construction of dormitories to house 20 percent of the student population by 2025.
ii. Partner with SWO and others to address the housing needs of students with families and/or dependent children.
2. Pilot an expansion of café service into the afternoon, evaluating student satisfaction and financial sustainability.
3. Foster the creation and the variety of student organizations, clubs, and extra-curricular activities – including intramural sports.
4. Collaborate with tribal, county, state, and private businesses to address student transportation and daycare concerns.
5. Assign responsibility for career counseling for students, and to provide community outreach in this area.
6. Formulate a comprehensive retention strategy, including earlier identification of high risk students and more focused interventions.
C. Evaluate and realign the Student Support Services Department based on the requirements outlined in the Student Recruitment and Retention Plan.
1. Secure the services of a (personal) counselor for the students, and better coordinate student access to social services.
2. Broaden focus beyond TRiO students and allowed activities.
3. Extend/increase service to students enrolled during the summer.
4. Pilot expanded professional tutoring services and professional development for peer tutors.
D. Design and implement outreach programs that help address the Academic Preparedness of potential students.
1. Continue and expand professional outreach activities with local K-12 schools, especially in the areas of STEM and English.
2. Develop community education programs in the areas of STEM and English targeting potential non-traditional students, including basic computer skills.
3. Develop short-courses for incoming freshmen with low Compass scores in mathematics, reading, and/or writing.
Goal Three:  Enhance the Fiscal Stability of SWC to Support Future Growth
Objectives and Actions
A Establish a Department of Institutional Advancement focused on private sector fund-raising and public relations.
1. Increase alumni activities
2. Initiate a Capital Campaign for the construction of student dormitories.
3. Examine the possibility of creating endowed faculty positions.
4. Initiate a public relations and advertising campaign to increase enrollment and to promote a positive public image of the college.
B. Increase the quality and use of institutional research to perform cost/benefit analyses, assign project priorities, and identify efficiencies.
1. Gather data and formulate preliminary studies to support institutional decision making processes.
2. Initiate evaluations of departments and function areas to determine:
1) optimal staffing levels tied to student enrollment numbers;
2) potential collaborations that would reduce expenses or increase efficiencies;
3) potential cost savings, including possible actions that would reduce overhead expenses such as utilities.
C. Establish an indirect rate with the federal funding agencies.
D. Assess the value of implementing a unified accounting and records management system, to include:
1. student records;
2. point-of-sale;
3. human resources;
4. payroll;
5. accounts payable/receivable.
E. Increase base support (unrestricted funding) by having the BOT secure a commitment from the SWO to provide regular monthly payments, based on Gaming Revenues, to the college.
F. Increase the coordination between the Business Office and the Offices of Institutional Advancement, Institutional Research (Planning) and Sponsored Programs to ensure the alignment of all funding sources with the overall objectives of the college.
1. Establish regular monthly meetings.
2. Develop and implement strategic plans for all major departments and/or program areas at the college.
3. Require the submission of monthly or quarterly reports by departments and/or programs outlining both current and future activities and needs.
4. Strengthen the role and use of the Grants Committee to better coordinate activities and resources.
5. Project a combined (unrestricted/restricted) three-year budget for planning purposes, including foreseeable contingencies.
G. Increase the college’s cash reserves and endowment funds to help counteract short-term fluctuations in student enrollment, Indian Student Count (ISC), and grant funding levels.
1. Establish a reserve fund (unrestricted) for faculty/staff members whose salaries are currently covered by grants.
2. Establish a deferred maintenance fund (unrestricted) to cover costs related to the upkeep of the campus.
3. Establish a technology and communications fund (unrestricted) to cover costs for consumables and for monthly or annual fees, including service, maintenance agreements, licensing, and upgrades.
H. Develop or review and revise business plans for revenue generating areas at the college to ensure long-term sustainability of services, these include:
1) the Café;
2) vending agreements or services, which will include conducting a cost-benefit analysis to determine whether SWC should operate its own vending services;
3) the Bookstore;
4) rental of facilities, such as the Log Cabin and Auditorium.
Goal Four:  Increase Leadership, Professional Capacity, and Accountability throughout the Institution
Objectives and Actions
A. Improve communications throughout the institution.
1. Empower faculty and staff by their inclusion on key committees and in decision-making processes.
2. Require regular monthly meetings for all departments and primary function areas at the college.
3. Utilize Moodle, or another online platform, to serve as an institutional forum and clearinghouse to disseminate information and archive monthly reports, committee meeting minutes, memorandums, and other documents.
B. Ensure departments have the appropriate staffing levels, skill-sets, resources, and clarity of mission to achieve expected outcomes.
1. Empower departments to think strategically by requiring: identification of goals, short-long term objectives, proposed budgets, staffing requirements and justifications, and measureable outcome reports.
2. Research and identify appropriate staffing levels based on needs, efficiencies, and overall effectiveness.
3. Research and identify potential collaborations that would reduce expenses or increase efficiencies.
4. Research and identify potential cost savings and/or growth opportunities within the department or program.
C. Support professional development and educational assistance programs to expand the professional capacity within the institution.
1. Improve the alignment of professional development resources, including the Education Assistance Program, to support targeted objectives/goals and identified leadership needs (short/long term).
2. Develop a strong second tier of leadership by empowering faculty and staff members by providing appropriate professional development opportunities.
D. Establish an Office of Institutional Research and Planning.
1. Expand the databases.
2. Develop the techniques needed to synthesize the information necessary to support research-based decision-making at the college.
E. Review and Revise policies and procedures to streamline processes and to ensure accountability for quality control.
1. Develop, consolidate, and revise policies and procedures to create a single comprehensive Security, Natural Disaster, & Recovery Plan.
2. Appoint compliance officer(s) to ensure policies/procedures are being implemented properly, including the proper postings and/or notifications.
3. Address in a systematic manner issues related to working environment and expectations throughout the organization.
F Ensure all elements of Governance, Policies, and Procedures are in alignment and are properly implemented by the appropriate personnel, officials, and/or bodies.
1. Develop and implement a required orientation for new Board of Trustees (BOT) members.
2. Develop and implement annual or semi-annual professional development sessions for the BOT and the President.
3. Conduct annual reviews of SWC policies and procedures with the BOT and college administrators.
4. Conduct training sessions for college administrators and other key personnel on issues related to policies, procedures, and strategic planning.
5. Assess the implementation of the SWC Strategic Plan, including related documents, on an annual basis.
6. Initiate a new strategic planning process no later than January of 2019.

Charter

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.

Sisseton-Wahpeton Oyate

ATTEST:

Sisseton-Wahpeton Oyate

Original copy to Sisseton Wahpeton College
cc: SWO Legal Department

Board of Trustees Bylaws

ARTICLE I – PURPOSE

The Sisseton-Wahpeton College (the “College”) Charter requires the Board of Trustees to adopt Bylaws that are consistent with the Charter. It is understood by the Board of Trustees that the terms of the Charter control and are superior to these Bylaws. The Bylaws establish the responsibilities, qualifications, and procedures of the Board of Trustees. The Bylaws also address the officers and meetings of the Board of Trustees.

ARTICLE II – BOARD OF TRUSTEES’ RESPONSIBILITIES

Section 1. Responsibilities and Powers. In addition to those responsibilities and powers identified in the Charter, the Board of Trustees shall exercise the following responsibilities and powers:

A.  Approve policies and procedures for the effective governance of the College;

. To establish and adopt policies and procedures that distinguish the roles, authorities, and responsibilities of the Board of Trustees;

C.  To ensure compliance with applicable accreditation standards;

. To hire and to terminate the President/Chief Executive Officer, Vice President of Academic Affairs, and Chief Financial Officer of the College;

E.  To evaluate the president;

F.  To determine the college mission based on recommendations from the governance system;

G.  To act as a channel of communications from the community to the college;

H.  To require and monitor budgets and annual audits;

I.  Comply with all College, Tribal, and Federal policies, regulations and laws that govern the College;

J.  May be required to assist with events.

Section 2.   Stipends.  The amount of a stipend for a regular or special meeting will be determined on an annual basis. The total amount of available stipend money shall be included in the College budget.
Section 3  Expenses.  A Board member may be reimbursed for legitimate expenses when authorized by the Board of Trustees, however, expenses shall be limited to training or conference fees, travel and per diem expenses that are related to the Board member’s duties to the College.

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ARTICLE III – COMPOSITION OF THE BOARD OF TRUSTEES
Article IV – Meetings
Article V – Officers
Article VI – Committees
Article VII – Indemnification
Article VIII – Miscellaneous
C E R T I F I C A T I O N

ARTICLE III – COMPOSITION OF THE BOARD OF TRUSTEES

Section 1. Number and method of election . The Board of Trustees, and the alternates, shall consist of the persons designated in the College Charter.

Section 2. Terms.  Each Board member shall be elected to serve for a term of four years.
of the Board of Trustees shall expire in the same year. A Board member shall hold office for the term for which he or she was elected, or until the Board member’s resignation, removal or death. A Board member shall be considered to have abandoned his/her position if said Board member fails to attend three consecutive regular meetings, excluding excused absences. Any vacancy occurring because of the resignation, removal or death of a Board member shall be filled by the District. for the unexpired term of such Board member. The elected Board member shall provide minutes at the next scheduled Board meeting and the Board shall accept the minutes and seat the elected Board member.

Section 3. Ex officio Board member.  One ex officio shall be a member of the Tribal Council. One ex officio Board member elected by the student body shall represent the student body. Any such election shall be for such term and based on such criteria as the Board of Trustees from time to time deems appropriate. All ex officio Board members shall be non-voting Board members of the College and follow all the duties and obligations as the College Board of Trustees.

Section 4. Removal.  The Board of Trustees may remove a Board member for improper conduct or gross neglect, as defined in the Tribe’s Bylaws, after providing the accused Board member with five days prior written notice and a hearing by the Board of Trustees. A Board member shall be removed when found guilty of gross neglect improper conduct. Any person may notify the Board of Trustees of a Board member’s possible improper conduct or gross neglect. Gross neglect also includes a Board member’s failure to attend three consecutive Board of Trustees meetings, excluding excused absences.

Section 5.   Conflict of Interest.  The College shall not enter into any contract or transaction with one or more of its Board members, or an organization in which the Board member has a material financial interest. Board members shall not use their position for personal gain. The conflict of interest can be waived by the Board of Trustees if the material facts as to the contract or transaction and as to the Board member’s interest are fully disclosed or known to the Board of Trustees, and the Board of Trustees authorizes, approves, or ratifies the contract or transaction in good faith by an affirmative vote, excluding the interested Board member, of a majority of the entire Board of Trustees, at a meeting at which there is a quorum.

A. Members of the SWC Board of Trustees shall be considered to have a conflict of interest when he/she holds a personal interest that he/she is aware of and that in the opinion of a reasonably informed and well advised person is sufficient to put into question, the independence, impartiality, and objectiveness that the said member is obliged to exercise in the performance of his/her duties. 

B. Members of the SWC Board of Trustees who have a conflict of interest shall make a full disclosure of the conflict of interest in writing as soon as they are aware of it and shall resolve it in the best interest of the College;

C. The disclosure of any conflict of interest shall be recorded in the minutes of the meeting; 

D. Members shall resolve the conflict in the best interest of the College by withdrawing from the Board or committees deliberations or abstaining from voting on any resolutions pertaining to any decision for which the member has a conflict of interest. 

E. Any member who is also a member of a body, firm, or organization doing business with the College shall not participate or vote on a matter involving that business relationship with the College;

F. Examples of situations which could be considered a conflict of interest

1. When the Board member has a personal interest in the outcome of deliberations of the Board, in a contract or a proposed contract to be entered into by the College or a College related body, or is likely to obtain a personal advantage as a result of a discretionary decision made by the College or College-related body;

2. When a Board member is a member of the senior management personnel of a corporation, institution, or body, whether public or private in nature, whose interest may be in competition with those of the College;

3. Where a Board member accepts gifts, gratuities, or favors from a firm or corporation engaged in or wishing to engage in transactions with the College, except in the case of customary gifts of a purely nominal or cultural value. 

Section 6. Code of Conduct Scope:  This Code of Conduct applies to all members of the Board of Trustees of the Sisseton Wahpeton College and to all members of committees established by the Trustees, whether or not the members of such committees are Trustees. If a Member fails to comply with the duties and obligations stipulated in the present code of conduct, the Board of Trustees shall have the power to issue a warning, to suspend the said member for a period of time, or, in serious cases, to ask the member to resign.

General Duties and Obligations of the Members

A. Members of the SWC Board of Trustees shall carry out their functions with integrity, independence, and good faith, and shall act in the best interest of the College;

B. Members of the SWC Board of Trustees shall act responsibly and fairly with care, diligence, loyalty, and prudence of a reasonable individual;

C. Members of the SWC Board of Trustees shall carry out their duties in such a way as to maintain confidence in the administration of the College;

D. Members of the SWC Board of Trustees shall avoid conflicts of interest;

E. Members of the SWC Board of Trustees shall not use, for their personal benefit or advantage, or for the benefit or advantage of any family member or any other person, any information acquired in the exercise of their office that is not otherwise generally available to the public;

F. Members of the SWC Board of Trustees shall not use any facilities or services of the College, nor allow them to be used, for purposes other than expressly approved by the College;

G. Members of the SWC Board of Trustees shall not use any information that is made known to them and that is not known to the general public to transact shares in corporations involved in transactions that are under consideration;

H. Members of the SWC Board of Trustees shall agree to a background check if so requested;

I. Members of the SWC Board of Trustees agree to live an alcohol and drug-free lifestyle and submit to a random drug test if so requested;

J. After leaving office, members of the SWC Board of Trustees shall respect the confidentiality of information received in the performance of their duties, as well as the confidentiality of the deliberations of the Board;

K. After leaving office, members of the SWC Board of Trustees, for a period of two years, shall not make use of any information obtained in their capacity as a member that is not generally available to the public, in order to derive there from a benefit or advantage for themselves or any family member;

L. After leaving office, members of the SWC Board of Trustees, for a period of two years, shall not give advice or act in the name of or on behalf of someone else in negotiations with or in regard to contracts with the College.

Section 7.   Ethics Committee.  If there are any reasonable grounds to believe that the member has breached the standard of professional conduct as set out in this code, an Ethics committee may be formed by the Board of Trustees to inquire into any allegations to that effect.

A.  The Ethics committee shall be composed of three (3) Board members who shall be chosen by the Board of Trustees.

B.  The Ethics Committee shall:

1.  Advise any member, upon his/her request, on any question pertaining to the application of the rules of the said code of conduct;

2.  Examine in strict confidentiality those cases that are referred to it and make any recommendation(s) to the Board they deem appropriate.

Section 8. Qualifications of Board Members.  The seven districts of the Lake Traverse Reservation shall elect one member to serve as a member of the Board of Trustees and one alternate who meet the respective district requirements. Members should:

A. Be trustworthy and a person of integrity and good reputation;
B. Be a servant leader in the Dakota traditional sense;
C. Meet all other qualifications required for tribal officials;
D. Agree to a background check if so requested;
E. Maintain a drug-free lifestyle;
F. Understand financial budgets;
G. Planning, organizing and time management skills;
H. Ability to work as a team player.

ARTICLE IV – MEETINGS

Section 1.   Regular Meetings of the Board . A regular meeting of the Board shall be held once each month on the third Thursday of the month in the SWC Board Room.
Section 2.   Work sessions of the Board.  Work sessions of the Board shall be held the Tuesday immediately prior to the regular meeting.
Section 3. Special meetings of the Board.  Special meetings of the Board shall be called at the direction of the President or Chair of the Board, or any four members thereof. Such meetings may be called at any time, and notice of the time, place, and agenda thereof shall be given by telephone or by letter or email at least 72 hours before the time appointed for such meeting. In addition, public notice shall be given of such meetings. Special meetings may be called to address issues of Board business requiring immediate consideration.
Section 4. Emergency meetings of the Board.  Emergency meetings shall be held when needed, as ordered by chairman, or a quorum of at least four members.
Section 5.   Quorum and Voting.  The presence of a majority of the Board members shall constitute a quorum at any meeting. At all meetings of the Board of Trustees, each Board member shall be entitled to cast one vote on any question coming before the meeting. A majority vote of the Board members present at any meeting, if there be a quorum, shall be sufficient to transact any business.
Section 6.   Open Meetings and Exceptions.  Meetings shall be open to the public, except when the Board of Trustees is authorized to conduct business in executive session. The following issues may be addressed by the Board of Trustees in executive session: (1)  The conferring of honorary degrees or other honors or commemorations;  (2)  Matters involving gifts, devices, and bequests;  (3)  Matters involving the purchase or sale of investments for endowment and pension funds;  (4) Matters involving litigation;  (5)  The acquisition or disposition of property or the review of and enforcement of contracts, if discussion of these matters in open session could adversely affect the Board’s ability to acquire or dispose of the property or to receive competitive rates or completion of contracts on the terms and conditions it deems to be in the best public interest;  (6)  Matters concerning the appointment, employment, performance, compensation, or dismissal of officers or employees;  (7)  Matters relating to complaints or charges brought against the College’s officers or employees, student related issues, including accreditation-related issues.

ARTICLE V – OFFICERS

Section 1.  Tenure of Office. The officers of the College shall be a Chair, a Vice-Chair, and such other officers as the Board of Trustees may from time to time designate. Officers shall be elected by the Board of Trustees to serve for terms of one year and until their respective successors are chosen and have qualified. Any officer may at any time be removed by the Board of Trustees with cause, but shall remain a member of the Board.
Section 2.  Chair. The Chair shall preside at all meetings of the Board of Trustees. The Chair shall be responsible for the general supervision, direction and management of the Board of Trustees’ affairs. The Chair may execute on behalf of the College contracts, deeds, conveyances and other instruments in writing that may be required or authorized by the Board of Trustees. The Chair and the president set the agenda for the Board of Trustees meetings.
Section 3.  Vice Chair. The Vice Chair shall perform the duties of the Chair in case of the Chair’s absence or disability. The execution of any instrument by the Vice Chair on behalf of the College shall have the same force and effect as if it were executed on behalf of the College by the Chair. The Vice Chair shall also perform those functions assigned by the Board of Trustees.
Section 4.  Secretary. The Secretary shall takes minutes at all the Board of Trustee meetings. After the meeting, minutes should be available as quickly as possible for the Board members and the president.
Additional powers. Any Board member, in addition to the powers conferred by these Bylaws, shall have such powers and additional duties as may be proscribed by the Board of Trustees. Such additional powers and duties shall only be effective for a specified time and for a specified duty.

ARTICLE VI – COMMITTEES

Section 1. Authority.  The Board of Trustees may act by and through such committees as may be specified in resolutions adopted by a majority of the Board of Trustees. Each committee shall have duties and responsibilities as are granted to it by the Board of Trustees. Each committee shall at all times be subject to the control and direction of the Board of Trustees. The Board of Trustees may appoint persons who are not Board members to serve as non-voting members on a committee.

Section 2. Meetings and Voting.  Meetings of each committee may be held at such time and place as are announced at a previous meeting of the committee. Meetings of any committee may also be called at any time by the chairperson of the committee or by the President, on at least 48 hours’ notice by email or telephone to each member of the committee. At all meetings of a committee each member shall be entitled to cast one vote on any question coming before such meeting. The presence of a majority of the membership of any committee shall constitute a quorum. A majority vote of the members of a committee present at any meeting, if there be a quorum, shall be sufficient for the transaction of the business of such committee.

ARTICLE VII – INDEMNIFICATION

The College shall indemnify and defend any member of its Board of Trustees, and any officer, administrator, faculty or staff member, or other agent or employee who has been, is, or becomes a party, or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, administrative, or investigative (other than an action by or in the right of the institution) by reason of the fact that, within the scope and in pursuit of what they in good faith believed to be their lawful and proper authority or responsibility on behalf of, and in the best interests of the College, they acted or omitted to act in such a manner as to cause actionable injury, harm, loss, or damage to another. The termination of any action, suit, or proceeding by finding, judgment, order, or settlement shall not of itself create a presumption that the person did not act in good faith and in a manner which (s)he reasonably believed to be in the best interests of the institution and within their lawful and proper authority or responsibility. The College will not indemnify any individual in a criminal action or in relation to matters where the Trustee or officer shall be adjudicated in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of their duties.

A.  This indemnity shall extend to all expenses (including reasonable attorneys’ fees), judgments and amounts paid in settlement which are reasonably incurred in connection with any such claim, action, suit, or proceeding, provided that control of the investigation, negotiation, settlement, and defense of the same has been tendered to the College promptly upon the indemnitee’s first notice of such claim, and prior to any admission or concession of liability with respect to the same, and provided that the indemnitee fully cooperates with the College in any such investigation, negotiation, settlement and defense which it may undertake.

B.  With respect to any such claim, action, suit, or proceeding brought to or threatened to be brought by or in the right of the College to recover a judgment in its favor, no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall be determined to be liable for negligence or misconduct in the performance of their duty to the College, except and only to the extent that a court of competent jurisdiction shall determine, upon application, that payment of such indemnity under the circumstances is lawful and proper and that such person is reasonably entitled thereto.

C. Except as just above provided, any indemnification hereunder shall be made only as authorized in the specific case upon a determination that the person is qualified as a member of the Board of Trustees, or an officer, administrator, faculty or staff member, or other agent or employee of the College, and has met the applicable standard of conduct and that indemnification is otherwise lawful and proper. Such determination shall be made by the Board by a majority vote of a quorum consisting of members not parties to such claim action, suit, or proceedings; or, if such a quorum cannot be convened, if a majority of such quorum so directs, by lawfully appointed special independent legal counsel in a written opinion.

ARTICLE VIII – MISCELLANEOUS

Section 1. Fiscal year.  Unless otherwise fixed by the Board of Trustees, the fiscal year of the College shall be the fiscal year, beginning July 1 and ending June 30.

Section 2. Corporate seal.  The College may have a seal selected by the Board of Trustees.

Section 3. Electronic Communications.  A Board member may participate in a meeting by any means of communication through which such person, other persons so participating, and all persons physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by that means constitutes presence in person at the meeting. An electronic conference among Board members or committee members by any means of communication through which such persons may simultaneously hear each other during the conference is a meeting of the Board of Trustees or a committee, as the case may be, if the same notice is given of the conference as would be required for a meeting, and if the number of persons participating in the conference would be sufficient to constitute a quorum at a meeting. Participation in a meeting by that means constitutes presence in person at the meeting.

Section 4. Amendments.  The Board of Trustees may amend these Bylaws by adopting a resolution setting forth the amendment.

Section 5. Authority to Borrow or Encumber assets.  No Board member, officer, agent or employee of the College shall have any power or authority to borrow money on its behalf, to pledge its credit or to mortgage or pledge its real or personal property. This prohibition shall not apply to the scope of authority delegated by resolutions adopted by the Board of Trustees, which may be general or limited to specific instances.

Section 6. Execution of Instruments.  All deeds, mortgages, bonds, checks, contracts and other instruments pertaining to the business and affairs of the College shall be signed on behalf of the College by the President/CEO or in their absence another person or persons as may be designated by the Board of Trustees.

Section 7. Deposit of funds.  All funds of the College shall be deposited to the credit of the College in such banks, trust companies or other depositories as the Board of Trustees may approve or designate, and all such funds shall be withdrawn only as authorized by the Board of Trustees.

C E R T I F I C A T I O N

I, the undersigned duly elected Chairman of the Sisseton Wahpeton College Board of Trustees hereby certify that the above Bylaws were duly adopted by the Board of Trustees which is composed of 7 members of whom constituting a quorum, were present at a meeting of the Board of Trustees, duly noticed, called, convened and held at the Sisseton Wahpeton College, Agency Village, South Dakota May 7, 2015 by a vote of for, _ opposed, __ abstained, absent from vote, __ not voting, and that said Bylaws have not been rescinded or amended in any way.

Dated this 7th day of May, 2015

_________________________
Lorraine Rousseau, Chairman
Sisseton Wahpeton College
Board of Trustees

Charter

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.

Sisseton-Wahpeton Oyate

ATTEST:

Sisseton-Wahpeton Oyate

Original copy to Sisseton Wahpeton College
cc: SWO Legal Department

Board of Trustees Bylaws

ARTICLE I – PURPOSE

The Sisseton Wahpeton College (the “College”) Charter requires the Board of Trustees to adopt Bylaws that are consistent with the Charter. It is understood by the Board of Trustees that the terms of the Charter control and are superior to these Bylaws. The Bylaws establish the responsibilities, qualifications, and procedures of the Board of Trustees. The Bylaws also address the officers and meetings of the Board of Trustees.

ARTICLE II – BOARD OF TRUSTEES’ RESPONSIBILITIES

Section 1. Responsibilities and Powers. In addition to those responsibilities and powers identified in the Charter, the Board of Trustees shall exercise the following responsibilities and powers:

A.  Approve policies and procedures for the effective governance of the College;

. To establish and adopt policies and procedures that distinguish the roles, authorities, and responsibilities of the Board of Trustees;

C.  To ensure compliance with applicable accreditation standards;

. To hire and to terminate the President/Chief Executive Officer, Vice President of Academic Affairs, and Chief Financial Officer of the College;

E.  To evaluate the president;

F.  To determine the college mission based on recommendations from the governance system;

G.  To act as a channel of communications from the community to the college;

H.  To require and monitor budgets and annual audits;

I.  Comply with all College, Tribal, and Federal policies, regulations and laws that govern the College;

J.  May be required to assist with events.

Section 2.   Stipends.  The amount of a stipend for a regular or special meeting will be determined on an annual basis. The total amount of available stipend money shall be included in the College budget.
Section 3  Expenses.  A Board member may be reimbursed for legitimate expenses when authorized by the Board of Trustees, however, expenses shall be limited to training or conference fees, travel and per diem expenses that are related to the Board member’s duties to the College.

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ARTICLE III – COMPOSITION OF THE BOARD OF TRUSTEES
Article IV – Meetings
Article V – Officers
Article VI – Committees
Article VII – Indemnification
Article VIII – Miscellaneous
C E R T I F I C A T I O N

ARTICLE III – COMPOSITION OF THE BOARD OF TRUSTEES

Section 1. Number and method of election . The Board of Trustees, and the alternates, shall consist of the persons designated in the College Charter.

Section 2. Terms.  Each Board member shall be elected to serve for a term of four years.
of the Board of Trustees shall expire in the same year. A Board member shall hold office for the term for which he or she was elected, or until the Board member’s resignation, removal or death. A Board member shall be considered to have abandoned his/her position if said Board member fails to attend three consecutive regular meetings, excluding excused absences. Any vacancy occurring because of the resignation, removal or death of a Board member shall be filled by the District. for the unexpired term of such Board member. The elected Board member shall provide minutes at the next scheduled Board meeting and the Board shall accept the minutes and seat the elected Board member.

Section 3. Ex officio Board member.  One ex officio shall be a member of the Tribal Council. One ex officio Board member elected by the student body shall represent the student body. Any such election shall be for such term and based on such criteria as the Board of Trustees from time to time deems appropriate. All ex officio Board members shall be non-voting Board members of the College and follow all the duties and obligations as the College Board of Trustees.

Section 4. Removal.  The Board of Trustees may remove a Board member for improper conduct or gross neglect, as defined in the Tribe’s Bylaws, after providing the accused Board member with five days prior written notice and a hearing by the Board of Trustees. A Board member shall be removed when found guilty of gross neglect improper conduct. Any person may notify the Board of Trustees of a Board member’s possible improper conduct or gross neglect. Gross neglect also includes a Board member’s failure to attend three consecutive Board of Trustees meetings, excluding excused absences.

Section 5.   Conflict of Interest.  The College shall not enter into any contract or transaction with one or more of its Board members, or an organization in which the Board member has a material financial interest. Board members shall not use their position for personal gain. The conflict of interest can be waived by the Board of Trustees if the material facts as to the contract or transaction and as to the Board member’s interest are fully disclosed or known to the Board of Trustees, and the Board of Trustees authorizes, approves, or ratifies the contract or transaction in good faith by an affirmative vote, excluding the interested Board member, of a majority of the entire Board of Trustees, at a meeting at which there is a quorum.

A. Members of the SWC Board of Trustees shall be considered to have a conflict of interest when he/she holds a personal interest that he/she is aware of and that in the opinion of a reasonably informed and well advised person is sufficient to put into question, the independence, impartiality, and objectiveness that the said member is obliged to exercise in the performance of his/her duties. 

B. Members of the SWC Board of Trustees who have a conflict of interest shall make a full disclosure of the conflict of interest in writing as soon as they are aware of it and shall resolve it in the best interest of the College;

C. The disclosure of any conflict of interest shall be recorded in the minutes of the meeting; 

D. Members shall resolve the conflict in the best interest of the College by withdrawing from the Board or committees deliberations or abstaining from voting on any resolutions pertaining to any decision for which the member has a conflict of interest. 

E. Any member who is also a member of a body, firm, or organization doing business with the College shall not participate or vote on a matter involving that business relationship with the College;

F. Examples of situations which could be considered a conflict of interest

1. When the Board member has a personal interest in the outcome of deliberations of the Board, in a contract or a proposed contract to be entered into by the College or a College related body, or is likely to obtain a personal advantage as a result of a discretionary decision made by the College or College-related body;

2. When a Board member is a member of the senior management personnel of a corporation, institution, or body, whether public or private in nature, whose interest may be in competition with those of the College;

3. Where a Board member accepts gifts, gratuities, or favors from a firm or corporation engaged in or wishing to engage in transactions with the College, except in the case of customary gifts of a purely nominal or cultural value. 

Section 6. Code of Conduct Scope:  This Code of Conduct applies to all members of the Board of Trustees of the Sisseton Wahpeton College and to all members of committees established by the Trustees, whether or not the members of such committees are Trustees. If a Member fails to comply with the duties and obligations stipulated in the present code of conduct, the Board of Trustees shall have the power to issue a warning, to suspend the said member for a period of time, or, in serious cases, to ask the member to resign.

General Duties and Obligations of the Members

A. Members of the SWC Board of Trustees shall carry out their functions with integrity, independence, and good faith, and shall act in the best interest of the College;

B. Members of the SWC Board of Trustees shall act responsibly and fairly with care, diligence, loyalty, and prudence of a reasonable individual;

C. Members of the SWC Board of Trustees shall carry out their duties in such a way as to maintain confidence in the administration of the College;

D. Members of the SWC Board of Trustees shall avoid conflicts of interest;

E. Members of the SWC Board of Trustees shall not use, for their personal benefit or advantage, or for the benefit or advantage of any family member or any other person, any information acquired in the exercise of their office that is not otherwise generally available to the public;

F. Members of the SWC Board of Trustees shall not use any facilities or services of the College, nor allow them to be used, for purposes other than expressly approved by the College;

G. Members of the SWC Board of Trustees shall not use any information that is made known to them and that is not known to the general public to transact shares in corporations involved in transactions that are under consideration;

H. Members of the SWC Board of Trustees shall agree to a background check if so requested;

I. Members of the SWC Board of Trustees agree to live an alcohol and drug-free lifestyle and submit to a random drug test if so requested;

J. After leaving office, members of the SWC Board of Trustees shall respect the confidentiality of information received in the performance of their duties, as well as the confidentiality of the deliberations of the Board;

K. After leaving office, members of the SWC Board of Trustees, for a period of two years, shall not make use of any information obtained in their capacity as a member that is not generally available to the public, in order to derive there from a benefit or advantage for themselves or any family member;

L. After leaving office, members of the SWC Board of Trustees, for a period of two years, shall not give advice or act in the name of or on behalf of someone else in negotiations with or in regard to contracts with the College.

Section 7.   Ethics Committee.  If there are any reasonable grounds to believe that the member has breached the standard of professional conduct as set out in this code, an Ethics committee may be formed by the Board of Trustees to inquire into any allegations to that effect.

A.  The Ethics committee shall be composed of three (3) Board members who shall be chosen by the Board of Trustees.

B.  The Ethics Committee shall:

1.  Advise any member, upon his/her request, on any question pertaining to the application of the rules of the said code of conduct;

2.  Examine in strict confidentiality those cases that are referred to it and make any recommendation(s) to the Board they deem appropriate.

Section 8. Qualifications of Board Members.  The seven districts of the Lake Traverse Reservation shall elect one member to serve as a member of the Board of Trustees and one alternate who meet the respective district requirements. Members should:

A. Be trustworthy and a person of integrity and good reputation;
B. Be a servant leader in the Dakota traditional sense;
C. Meet all other qualifications required for tribal officials;
D. Agree to a background check if so requested;
E. Maintain a drug-free lifestyle;
F. Understand financial budgets;
G. Planning, organizing and time management skills;
H. Ability to work as a team player.

ARTICLE IV – MEETINGS

Section 1.   Regular Meetings of the Board . A regular meeting of the Board shall be held once each month on the third Thursday of the month in the SWC Board Room.
Section 2.   Work sessions of the Board.  Work sessions of the Board shall be held the Tuesday immediately prior to the regular meeting.
Section 3. Special meetings of the Board.  Special meetings of the Board shall be called at the direction of the President or Chair of the Board, or any four members thereof. Such meetings may be called at any time, and notice of the time, place, and agenda thereof shall be given by telephone or by letter or email at least 72 hours before the time appointed for such meeting. In addition, public notice shall be given of such meetings. Special meetings may be called to address issues of Board business requiring immediate consideration.
Section 4. Emergency meetings of the Board.  Emergency meetings shall be held when needed, as ordered by chairman, or a quorum of at least four members.
Section 5.   Quorum and Voting.  The presence of a majority of the Board members shall constitute a quorum at any meeting. At all meetings of the Board of Trustees, each Board member shall be entitled to cast one vote on any question coming before the meeting. A majority vote of the Board members present at any meeting, if there be a quorum, shall be sufficient to transact any business.
Section 6.   Open Meetings and Exceptions.  Meetings shall be open to the public, except when the Board of Trustees is authorized to conduct business in executive session. The following issues may be addressed by the Board of Trustees in executive session: (1)  The conferring of honorary degrees or other honors or commemorations;  (2)  Matters involving gifts, devices, and bequests;  (3)  Matters involving the purchase or sale of investments for endowment and pension funds;  (4) Matters involving litigation;  (5)  The acquisition or disposition of property or the review of and enforcement of contracts, if discussion of these matters in open session could adversely affect the Board’s ability to acquire or dispose of the property or to receive competitive rates or completion of contracts on the terms and conditions it deems to be in the best public interest;  (6)  Matters concerning the appointment, employment, performance, compensation, or dismissal of officers or employees;  (7)  Matters relating to complaints or charges brought against the College’s officers or employees, student related issues, including accreditation-related issues.

ARTICLE V – OFFICERS

Section 1.  Tenure of Office. The officers of the College shall be a Chair, a Vice-Chair, and such other officers as the Board of Trustees may from time to time designate. Officers shall be elected by the Board of Trustees to serve for terms of one year and until their respective successors are chosen and have qualified. Any officer may at any time be removed by the Board of Trustees with cause, but shall remain a member of the Board.
Section 2.  Chair. The Chair shall preside at all meetings of the Board of Trustees. The Chair shall be responsible for the general supervision, direction and management of the Board of Trustees’ affairs. The Chair may execute on behalf of the College contracts, deeds, conveyances and other instruments in writing that may be required or authorized by the Board of Trustees. The Chair and the president set the agenda for the Board of Trustees meetings.
Section 3.  Vice Chair. The Vice Chair shall perform the duties of the Chair in case of the Chair’s absence or disability. The execution of any instrument by the Vice Chair on behalf of the College shall have the same force and effect as if it were executed on behalf of the College by the Chair. The Vice Chair shall also perform those functions assigned by the Board of Trustees.
Section 4.  Secretary. The Secretary shall takes minutes at all the Board of Trustee meetings. After the meeting, minutes should be available as quickly as possible for the Board members and the president.
Additional powers. Any Board member, in addition to the powers conferred by these Bylaws, shall have such powers and additional duties as may be proscribed by the Board of Trustees. Such additional powers and duties shall only be effective for a specified time and for a specified duty.

ARTICLE VI – COMMITTEES

Section 1. Authority.  The Board of Trustees may act by and through such committees as may be specified in resolutions adopted by a majority of the Board of Trustees. Each committee shall have duties and responsibilities as are granted to it by the Board of Trustees. Each committee shall at all times be subject to the control and direction of the Board of Trustees. The Board of Trustees may appoint persons who are not Board members to serve as non-voting members on a committee.

Section 2. Meetings and Voting.  Meetings of each committee may be held at such time and place as are announced at a previous meeting of the committee. Meetings of any committee may also be called at any time by the chairperson of the committee or by the President, on at least 48 hours’ notice by email or telephone to each member of the committee. At all meetings of a committee each member shall be entitled to cast one vote on any question coming before such meeting. The presence of a majority of the membership of any committee shall constitute a quorum. A majority vote of the members of a committee present at any meeting, if there be a quorum, shall be sufficient for the transaction of the business of such committee.

ARTICLE VII – INDEMNIFICATION

The College shall indemnify and defend any member of its Board of Trustees, and any officer, administrator, faculty or staff member, or other agent or employee who has been, is, or becomes a party, or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, administrative, or investigative (other than an action by or in the right of the institution) by reason of the fact that, within the scope and in pursuit of what they in good faith believed to be their lawful and proper authority or responsibility on behalf of, and in the best interests of the College, they acted or omitted to act in such a manner as to cause actionable injury, harm, loss, or damage to another. The termination of any action, suit, or proceeding by finding, judgment, order, or settlement shall not of itself create a presumption that the person did not act in good faith and in a manner which (s)he reasonably believed to be in the best interests of the institution and within their lawful and proper authority or responsibility. The College will not indemnify any individual in a criminal action or in relation to matters where the Trustee or officer shall be adjudicated in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of their duties.

A.  This indemnity shall extend to all expenses (including reasonable attorneys’ fees), judgments and amounts paid in settlement which are reasonably incurred in connection with any such claim, action, suit, or proceeding, provided that control of the investigation, negotiation, settlement, and defense of the same has been tendered to the College promptly upon the indemnitee’s first notice of such claim, and prior to any admission or concession of liability with respect to the same, and provided that the indemnitee fully cooperates with the College in any such investigation, negotiation, settlement and defense which it may undertake.

B.  With respect to any such claim, action, suit, or proceeding brought to or threatened to be brought by or in the right of the College to recover a judgment in its favor, no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall be determined to be liable for negligence or misconduct in the performance of their duty to the College, except and only to the extent that a court of competent jurisdiction shall determine, upon application, that payment of such indemnity under the circumstances is lawful and proper and that such person is reasonably entitled thereto.

C. Except as just above provided, any indemnification hereunder shall be made only as authorized in the specific case upon a determination that the person is qualified as a member of the Board of Trustees, or an officer, administrator, faculty or staff member, or other agent or employee of the College, and has met the applicable standard of conduct and that indemnification is otherwise lawful and proper. Such determination shall be made by the Board by a majority vote of a quorum consisting of members not parties to such claim action, suit, or proceedings; or, if such a quorum cannot be convened, if a majority of such quorum so directs, by lawfully appointed special independent legal counsel in a written opinion.

ARTICLE VIII – MISCELLANEOUS

Section 1. Fiscal year.  Unless otherwise fixed by the Board of Trustees, the fiscal year of the College shall be the fiscal year, beginning July 1 and ending June 30.

Section 2. Corporate seal.  The College may have a seal selected by the Board of Trustees.

Section 3. Electronic Communications.  A Board member may participate in a meeting by any means of communication through which such person, other persons so participating, and all persons physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by that means constitutes presence in person at the meeting. An electronic conference among Board members or committee members by any means of communication through which such persons may simultaneously hear each other during the conference is a meeting of the Board of Trustees or a committee, as the case may be, if the same notice is given of the conference as would be required for a meeting, and if the number of persons participating in the conference would be sufficient to constitute a quorum at a meeting. Participation in a meeting by that means constitutes presence in person at the meeting.

Section 4. Amendments.  The Board of Trustees may amend these Bylaws by adopting a resolution setting forth the amendment.

Section 5. Authority to Borrow or Encumber assets.  No Board member, officer, agent or employee of the College shall have any power or authority to borrow money on its behalf, to pledge its credit or to mortgage or pledge its real or personal property. This prohibition shall not apply to the scope of authority delegated by resolutions adopted by the Board of Trustees, which may be general or limited to specific instances.

Section 6. Execution of Instruments.  All deeds, mortgages, bonds, checks, contracts and other instruments pertaining to the business and affairs of the College shall be signed on behalf of the College by the President/CEO or in their absence another person or persons as may be designated by the Board of Trustees.

Section 7. Deposit of funds.  All funds of the College shall be deposited to the credit of the College in such banks, trust companies or other depositories as the Board of Trustees may approve or designate, and all such funds shall be withdrawn only as authorized by the Board of Trustees.

C E R T I F I C A T I O N

I, the undersigned duly elected Chairman of the Sisseton Wahpeton College Board of Trustees hereby certify that the above Bylaws were duly adopted by the Board of Trustees which is composed of 7 members of whom constituting a quorum, were present at a meeting of the Board of Trustees, duly noticed, called, convened and held at the Sisseton Wahpeton College, Agency Village, South Dakota May 7, 2015 by a vote of for, _ opposed, __ abstained, absent from vote, __ not voting, and that said Bylaws have not been rescinded or amended in any way.

Dated this 7th day of May, 2015

_________________________
Lorraine Rousseau, Chairman
Sisseton Wahpeton College
Board of Trustees

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Board of Trustees

Long Hollow District: Wambdi Cook, Member

Buffalo Lake District: Lorraine Rousseau, Chair

Big Coulee District: Lynn Halbert, Secretary

Enemy Swim District: Janell Williams, Member

Lake Traverse District: William LaRoque, Vice Chair

Old Agency District: Kay BursheimMember

Veblen “Heipa” District: Michelle Wanna, Member

Tribal Council Rep: Curtis Bissonette, Ex-Officio