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OF THE SISSETON WAHPETON COLLEGE
CHARTER

SISSETON-WAHPETON OYATE
OF THE LAKE TRAVERSE RESERVATION
CHARTER
SISSETON-WAHPETON COLLEGE

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
12, 1966 and approved by the Commissioner of Indian Affairs on August 25 th, 1966, and as
further amended, particularly by Article VIl, Section I (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 hereby ratifies the Charter of
the Sisseton-Wahpeton College (the “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
and amended by a unanimous vote of the Board of Trustees at their regular meeting on April
23, 2024.

ARTICLE I
SISSETON-WAHPETON COLLEGE

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 purposes of providing and maintaining a high
standard of higher education for all tribal members residing within the service area of the Tribe
and promoting economic development and self-sufficiency. 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 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, 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, 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, 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, and;
6) The Sisseton-Wahpeton Oyate hereby authorizes the SWC to effect a limited
waiver of its sovereign immunity from suit, provided however, that such waiver
shall be express and unequivocal, evidenced by a duly enacted resolution by the
Board of Trustees for that purpose only. A resolution of the Board of Trustees
which expressly and unequivocally authorizes a limited waiver for an explicit
purpose shall not be deemed a waiver for any other purpose. Any limited waiver
enacted by the Board of Trustees 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 SWC’s initial registered office and the name of the initial agent are as
follows:
NAME /ADDRESS
Sisseton Wahpeton College – P.O. Box 698, Agency Village, SD 57262
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 S WC, including, but not limited to 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 Il.

ARTICLE VI
LIMITATIONS

    The SWC is organized exclusively for charitable, educational, and scientific
purposes, including for such purposes, the making of the distributions to organizations under
Section 501 (c)(3) of the Internal Revenue Code. This SWC is to be governed within the
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 S WC shall be
authorized and empowered to pay reasonable compensation for services rendered and to make
payments and distributions in furtherance of the purposes set forth in Article Ill. No substantial
part of activities of the SWC shall be the carrying on of propaganda, or otherwise attempting to
influence legislation, and the S WC shall not participate in, or intervene in, (including the
publishing of distribution of statements) any political campaign on behalf of any candidate for
public office. Notwithstanding any other provisions of these Articles, the S WC 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 S WC 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 public purposes.
Any such assets not so disposed of shall be disposed of by the Sisseton-Wahpeton Oyate Tribal
Court under the jurisdiction of the Sisseton-Wahpeton Oyate of the Lake Traverse Reservation
exclusively for the benefit of the public purposes of the Tribe; and exempt organization or
organizations under Section 501 (c)(3) of the Internal Revenue Code.

ARTICLE VII
BY-LAWS

    By-Laws of the SWC shall be adopted by the Board of Trustees at a regular meeting of
the Board of Trustees or at any special meeting called for that purpose,
provided, that the By-Laws shall not be inconsistent with the provisions of this Charter.
Amended 04/23/2024 by the Sisseton Wahpeton College Board of Trustees

ARTICLE VIll
ACCREDITATION

    The SWC shall take those actions necessary to receive and maintain accreditation form
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 Tribal Council may take any action deemed necessary to maintain such
accreditation including, without limitation, the removal of the Board of Trustees and the
election or appointment of a new Board of Trustees.

ARTICLE IX
AMENDMENT

    This Charter may be amended by a 3/4 majority vote of all members of the Board of
Trustees or by a majority of the Sisseton-Wahpeton Oyate Tribal Council at a regular or special
meeting.

Amended 04/23/2024 by the Sisseton Wahpeton College Board of Trustees

 

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SISSETON WAHPETON COLLEGE
BOARD OF TRUSTEES BY-LAWS

Sisseton Wahpeton College
Board of Trustees
Bylaws

Article VII of the Charter that establishes the Sisseton  Wahpeton College (SWC) requires that
the Board of Trustees (Board) adopt bylaws that “shall not be inconsistent with the provisions of this Charter. ”

Article I- Composition, Terms and Qualifications

Composition:  The SWC Board of Trustees is comprised  of nine (9) members.

The Sisseton  Wahpeton Tribal Charter, Article V states that “ The Board of Trustees shall be comprised o(seven  (7) members each of which shall be elected by the respective seven (7) Districts o[the Sisseton-Wahpeton Oyate to manage the business property and affairs of the SWC, including but not limited to, the determination a_[ 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.for in Article II (of the Charter). “

Two Ex officio members authorized  by the Board serve on the Board of Trustees – 1 from the Sisseton  Wahpeton Tribal Council  and 1 elected from the SWC student body.  Ex officio members follow the Bylaws of the Board of Trustees  but are non-voting  members.

Terms:  Board members shall serve a 4-year term with the exception  of the 2 Ex officio members who may serve 2-year terms due to tum over from elections or status as a college student.   In those events, the Tribal Council  and the Student Senate shall determine  replacements.

Board members  may not be an employee  of SWC.  Should a Board member  become an employee they must resign their role on the Board.  Should a Board member be elected to the Tribal Council  they must resign their seat on the Board.

 

Qualifications:

1. Be an adult, tribal citizen of the Sisseton Wahpeton  Oyate.
2. Live on the Sisseton  Wahpeton Lake Traverse reservation  in one ofthe 7 district communities.
3. Have some college/higher education  experience, including college credit toward a degree,
   preferably  have a bachelor’s degree.

4. Understanding of college  board dynamics  and ability to be a team player.
5. Be a servant leader in the Dakota traditional  sense.
6. Be trustwot1hy and a person of integrity.

 

Article  II- Responsibilities

Board responsibilities include:

To attend all meetings and to be prepared  for each meeting.

To develop  and adopt, in concert  with the SWC leadership team, personnel  and fiscal policies and to schedule  regular reviews of those policies.

Following,  supporting,  and enforcing  personnel  and fiscal policies toward  legal , ethical
integrity, and accountability.

To understand  and support the maintaining accreditation standards and practices.

Exercising fiduciary  responsibility  and oversight  for the College’s annual  budget and the budgeting  process (fiduciary  is acting for the benefit of the College and its constituents – students,  faculty, staff, and community/Tribe- this requires subordinating the Board members’ interests if there is a conflict).   The Board approves the annual budget and conducts  regular  reviews.

Assuring that the budget supports  the strategic plan.

To understand and to be engaged  in organizational planning that is reviewed  annually and updated on a regular basis.

To review and approve the annual audit and ensure  public disclosure  of the Form 990. To establish  effective  information, assessment  and rep011ing systems.

To serve as the channel of communication from the community  they represent to the college and vice-versa  (to be the voice and advocate  of SWC).

To know and support  the mission , vision, and values but to also conduct periodic review

and updating  of those statements.

To hire and support  the President/CEO who is the only employee  under the direct supervision  of the Board.

To conduct  an annual evaluation  of the President/CEO using an agreed-upon  method and tool that is aligned  with SWC personnel  policies.  (Agreed upon between the President/CEO and the Board)

Assuring  that official Board minutes are recorded,  filed, and made public in a timely manner.

Conduct an annual Board self-assessment.

Participate  in appropriate  higher education  training, such as Title IX, as scheduled  by the

College.

Article III – Code of Conduct

Duty of Care- to act in the best interest of the College  by making infonned decisions,  exercising prudent judgment,  and promoting transparency.  To be respectful and to respect confidentiality.

Duty of Loyalty- to act in the best interest of the College and avoid personal or professional gains by enforcing  conflict of interest and whistleblowing policies, and preserving confidentiality.   To supp011and maintain confidence  in the administration.

Duty of Obedience  – entails compliance  with federal, state, and tribal laws, as well as College policies.

Article IV- Conflict of Interest

If there is an issue of conflict of interest on a topic, the member must disclose, refrain from discussion, and abstain from voting on that topic.  The Board adheres to the College personnel policies that outline the conflict of interest policy.

Article V- Meetings

Regular  meetings are scheduled  once a month and currently  set for the third Tuesday of the month at a time and place determined  by the Board.  Regular  Board meetings are public.

Special meetings  may be called at the direction  of the President/CEO or Board Chair by providing  a 48-hour email notice to the Board prior to the meeting that includes time and location.  Special  meetings are public meetings.

Certain circumstances may necessitate  an Executive  Session  wherein the meeting is closed to the public.  The Board may go into Executive  Session via a motion during a regular or special meeting.  Only Board members and the President/CEO participate  in an Executive Session but others may be invited depending  on the issue for the executive  session.

All meetings  are conducted  in person unless authorized  by the Board prior to said meeting, that it will be conducted  via online or call-in.   In using online or call-in format, no member will record said meeting.

All meetings  will have minutes taken that will be approved  at the next Board meeting and that will be signed  by the Board Chair which then makes them an official document.   Official Board minutes shall be retained by SWC via electronic  means and public documents.

 

Article VI- Quorum

The presence  of a majority of the voting members  of the Board, 4 of 7 members,  constitutes  a quorum for a meeting  to transact any business.

Article  VII -Votes/Voting

Per the Charter  and these Bylaws, the 7 District members each have a vote and will exercise that privilege for conducting  the business of the College.

Article  VIII- Officers

The Board shall determine  officer roles and currently there is Chair and Vice Chair and
Secretary.  Officers serve a 4-year tern.   The Chair presides at all Board meetings  and works
with the President/CEO to set the meeting  agendas and to provide direction for the matters of the
Board of Trustees. The Vice Chair assumes  Chair responsibilities when the Chair is unavailable.

Article IX – Compensation

The Board may set a stipend  payment  for participation at regular or special meetings on an annual basis and within the budget cycle.  Board members may also authorize  travel reimbursement that is consistent  with SWC fiscal policies for travel.  Travel will be related to higher education  or tribal college  training or conferences, including anything  related to accreditation, Title IX, or board governance.

Article X- Removal

The Board  may remove a member  by majority vote for inappropriate conduct or behavior. Examples of inappropriate behavior  include:

1. Has been convicted  of a felony.
2. 2. Becomes substance
3. Tries to influence day to day operations  of the College.
4. Absent from 3 consecutive meetings without  notice.
   5 .Takes College  issues to Tribal Council.

6. Refusal  to recuse when there is a conflict of

 

The Board of Trustees and/or District  may remove a Board member for improper conduct  or gross neglect, as defined in the Tribe’s  By-laws, 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 and/or improper  conduct. Gross neglect also includes a Board member ‘s failure to attend three consecutive Board of Trustees’ meetings, excluding  excused absences.   If a Board member is removed  by a District, the removal  shall comply with the District constitution/policy/or ordinance’s removal procedures.

ARTICLE  XI -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. Amendments. The Board of Trustees  may amend these Bylaws at a meeting of the
Board by 2/3 vote.
Section 4. 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 5. Deposit of funds. All funds ofthe College shall be deposited to the credit ofthe 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.

CERTIFICATION

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 _July 23, 2024 by a vote of  ·   6; opposed  0; abstained  0; n t votin   0; a                                    ent f: 911 Y..ote 1 ;.

 

Janell Williams, Chairman Sisseton Wahpeton  College Board of Trustees

 

 

Approved in Special Meeting, July 23