# WAGANAKISING ODAWAK STATUTE 2018-___ > Briefs, arguments, decisions, and more. URL: https://www.frixlaw.com/law-library/documents/tribal%3Alittle_traverse%3A2d11ac4de5428492 ## Record - **Collection:** Tribal code - **Document type:** Tribal code ## Text WAGANAKISING ODAWAK STATUTE 2018-___ Gaming Authority Statute SECTION I. REPEALS AND REPLACES This Statute repeals and replaces WOS 2015- 09 Gaming Enterprise Board Statute including previous Statutes: Waganakising Odawak Statute Gaming Delegation and Authority Statute 2010-21; 2009-012, WOS 2004-08, WOS 2001-12, or as amended. SECTION II. PURPOSE A. This Statute is created for the purpose of delegating management authority of the Tribe’s gaming enterprise(s) in accordance with LTBB of Odawa Indians Constitution, Article VII D (24), and who shall henceforth be known as the Little Traverse Bay Bands of Odawa Indians “Gaming Authority”. B. The Gaming Authority is a subordinate Tribal Council entity whose management authority and responsibilities are set forth in this Statute. C. The Gaming Authority shall ensure that the gaming enterprise(s) comply with all applicable laws, regulations, policies and rules. D. The Gaming Authority shall act in the best interest of the Tribe. E. The Gaming Authority is to provide Equitable Distribution of profits to the LTBB Tribal government. SECTION III. DEFINITIONS A. “Annual Enterprise Business Plan” means the twelve-month marketing, financial and operations plan written for the gaming operation and related ancillary businesses including shortterm and long-term strategies of the gaming enterprise by department. 1 Gaming Authority Statute Secretary Kiogima ___ B. year. “Annual Capital Asset Plan” means the planned capital asset purchases for the fiscal C. “Annual Strategic Plan” means the analysis and strategies the Gaming Enterprise intends to implement by department in order to meet its financial and operating goals and objectives. D. “Business Plan” means a plan written for the operations of the Casino for a designated timeframe that includes goals, measurable objectives, strategies, tactics, person assigned to the task and timelines. E. “Director of Finance” means the person employed by the Enterprises, who reports directly to the Authority, to oversee all financial affairs of the Enterprises. F. “Equitable Distribution” means a balance between what is provided to the Tribe as a distribution and overall health of the casino operations that includes maintenance, employee morale, and quality customer service. G. “Gaming Enterprise” or “Enterprises” means the Odawa Casino Resort, Mackinaw Casino and any other tribally owned enterprises or businesses related to gaming. H. “Fiscal Year” means the twelve-month period from January through December. I. “Gaming” means any game classified as "Class II" or "Class III" under the Indian Gaming Regulatory Act of October 17, 1988 and or future amendments. J. “GAAP” or “General Acceptable Accounting Principles” means collection of commonly-followed accounting rules and standards for financial reporting. K. “General Manager” means the person or persons hired to manage and oversee the dayto-day operations of the Enterprises. L. “Independent Auditor” is the person or entity required under the LTBB Gaming Regulatory Statute, as amended. M. “LTBB” or “Tribe” means Little Traverse Bay Bands of Odawa Indians. 2 Gaming Authority Statute Secretary Kiogima ___ N. “Promotional Play” means “free play”, “coupon” or “instant 21 rewards” or any other promo-type play. O. “Senior Financial Analyst” means the individual(s) employed by the Tribal Council in the Office of Finance and Revenue, or its successor office or department. P. “Tribal Council” means the governing body of Legislative Branch of the Little Traverse Bay Bands of Odawa Indians. SECTION IV. TRIBAL COUNCIL DELEGATION A. In accordance with the Tribal Constitution, Article VII D (24), Tribal Council delegates the management of the Gaming Enterprises to the Gaming Authority, a subordinate entity of Tribal Council. B. The Gaming Authority shall be established with the current members of the Gaming Enterprise Board, provided that the members have an interest in continuance of service and that they meet qualifications as listed in this Statute. SECTION V. A. COMPOSITION, REQUIRED QUALIFICATIONS, APPOINTMENT AND TERMS COMPOSITION 1. The Gaming Authority shall consist of two (2) to five (5) members who meet the eligibility requirements set out in subsection (B) of this section. The Gaming Authority shall consist of LTBB Tribal Citizens, members of another tribe who are not a competitor of LTBB, or non-tribal Citizens, provided a majority of the Gaming Authority voting members are LTBB Tribal Citizens. 2. The Gaming Authority shall have two officers including a Chairperson and Secretary/Treasurer that are elected and approved by the Gaming Authority. Election of Officers shall be held annually. 3 Gaming Authority Statute Secretary Kiogima ___ B. REQUIRED QUALIFICATIONS To serve on the Gaming Authority a person must meet the following nine (9) minimum qualifications and must be licensed under the Tribe’s Gaming Regulatory Ordinance. 1. Possesses an Associate or Bachelor's Degree in Business Administration, Finance, or Hospitality; or in a related discipline; or 2. Possesses either: a. A minimum of three (3) years successful work experience in a management position in the field of business administration, public administration, gaming industry, hotel management, accounting, finance or law;; or b. A minimum of six (6) years of gaming work experience preferably with specialized knowledge and expertise relevant to the gaming industry. 3. Possesses leadership qualities, shows good judgment, is approachable and team oriented; 4. No person can serve on the Gaming Authority who is an elected official of LTBB; 5. No person can serve on the Gaming Authority who is employed by any Gaming Enterprises of LTBB; 6. No person shall serve on the Gaming Authority who is within seven (7) years of completion of a sentence or probation upon being convicted of a felony in Tribal, State, or Federal Court, unless such conviction has been vacated or overturned; 7. No person shall serve on the Gaming Authority who is on a Security Ban from the Gaming Enterprise or who has been banned in the last two (2) years, unless the ban is a self-imposed ban; 8. No person shall serve on the Gaming Authority if their employment has a direct impact on the Gaming Enterprise or the Gaming Enterprise employees. 4 Gaming Authority Statute Secretary Kiogima ___ 9. No person shall serve on the Gaming Authority if there is a direct employment relationship with another Gaming Authority member in either a direct report or supervisory position. C. APPOINTMENTS & TERMS 1. Gaming Authority Members who meet the qualifications, shall be approved by a majority vote of Tribal Council for a two (2) year term. Seats will be approved on a staggered calendar. If a vacancy occurs during a term, every effort will be made to appoint another candidate to serve the remainder of the term. 2. Any Gaming Authority member may resign at any time. Such resignation will be in writing and submitted to the Gaming Authority Chair. The Gaming Authority Chair will immediately give notification to Tribal Council. If the person resigning is the Gaming Authority Chair, the resignation will be submitted directly to Tribal Council. Resignations shall take effect immediately without acceptance. 3. The Gaming Authority may recommend to Tribal Council the removal of a Gaming Authority member for cause. Such recommendation shall be by a majority vote of the Gaming Authority, using the following criteria: a. Intentional act or failure to act resulting in material harm to the organization. b. Found liable of discrimination based on protected classes or of sexual harassment. c. Incompetency. d. Violation of the Constitutionally Mandated Rules of Conduct or other Ethical violations. e. 5 Gaming Authority Statute Neglect of duties. Secretary Kiogima ___ f. Violations of Tribal law. g. Violations of Gaming Authority Policy. h. Failure to attend Gaming Authority meetings within a consecutive three (3) month period. 4. Gaming Authority members may be removed by a majority vote of Tribal Council for any of the criteria listed in 3 above. Prior to any vote for removal, the Gaming Authority member has the right to request a hearing before Tribal Council. SECTION VI. COMPLIANCE RESPONSIBILITY A. The Gaming Authority shall adhere to the Constitutionally Mandated Rules of Conduct for Officials of Tribal Government that are approved by Tribal Council and any other subsequent rules, as it may apply. B. The Gaming Authority shall adhere to the Tribal Minimal Internal Control Standards (TMICS) and all other applicable Statutes and laws. C. The Gaming Authority shall ensure that all Promotional Play must be accounted for separately from revenue; and shall never be included as revenue in any revenue report. D. The Gaming Authority shall adhere to all Policies and Procedures approved by the Tribal Council. E. No Member of the Gaming Authority shall be allowed to participate in any gaming activity operated by LTBB while serving on the Authority and for at least forty-five (45) days after leaving the Gaming Authority. E. No Member of the Gaming Authority shall be employed by the Enterprise for a period of forth-five (45) days after serving on the Gaming Authority. 6 Gaming Authority Statute Secretary Kiogima ___ F. In the event that an investigation of a Gaming Authority member’s license occurs, while the investigation is pending, that member will be suspended from participating as a Gaming Authority member and all pay will be suspended. SECTION VII. POWERS, DUTIES AND FUNCTION A. Powers. The Gaming Authority shall have the following duties and powers in connection with the Gaming Enterprise: 1. Employment. The Gaming Authority shall employ a General Manager through an employment contract. The employment contract shall contain the following terms: length of employment; rate of pay; bonus structure; general terms and conditions of employment; and the requirement to adhere to all tribal laws. The General Manager shall be required to be licensed by the Gaming Regulatory Commission. 2. Termination of the General Manager. The Gaming Authority may terminate the General Manager’s employment prior to the expiration of his or her contract. 3. Address employee complaints that involve the General Manager. 4. Vacancy. The Gaming Authority shall have a policy in place in the event that there is a vacancy in the General Manager’s position. Such policy shall utilize one or more of the executive management of the operation. 5. To employ staff to carry out the Authority’s functions, provided funding is available. 6. To employ or retain consultants and/or legal counsel to advise the Authority, provided funding is available. Per the Constitution, employment of legal counsel shall be approved by Tribal Council. 7. Report to Tribal Council, all major events such as closure of the casino, levied fines, resignation of a Gaming Authority member, loss of Gaming Authority member’s license and/or any other information having a direct impact on gaming enterprise operations. 7 Gaming Authority Statute Secretary Kiogima ___ B. DUTIES AND FUNCTIONS 1. The duties of the Gaming Authority shall include review and approval of Gaming Enterprise policies, procedures, plans and budgets which shall include, but not be limited to: a. Human Resources policies. Any Human Resources policy adopted by the Gaming Authority shall include a standard process for all employees that provides for the right to grieve a termination. b. Annual Enterprises Business plan c. Annual operating budget and any modifications. Variances of four percent (4%) or more shall be reported to Tribal Council. d. Distribution of annual services payments to the Tribal Government 2. The Gaming Authority shall monitor compliance of the approved policy and procedures through the General Manager but shall not be involved in the day-to-day decision-making process of the Gaming Enterprises and it operations. 3. Review and approve the establishment and maintenance of bank accounts as may be necessary for the operations of the Enterprises. The Senior Financial Analyst shall be made aware of any changes to the bank accounts. The Senior Financial Analyst shall access to all bank accounts, with “read only permission” access. 4. The Gaming Authority shall be responsible for maintaining regular reporting and accountability to both the Tribal Council and the Tribal Citizens through the development of appropriate financial reporting. 5. The Gaming Authority is not authorized to incur any financial obligation or liability, other than what is in the Gaming Authority’s approved budget, without prior Tribal Council approval. 8 Gaming Authority Statute Secretary Kiogima ___ 6. The Gaming Authority shall present an annual budget to the Tribal Council via the Appropriation and Finance Committee for approval. Such proposed budget shall be submitted in a timely manner so that the fiscal year’s budget is in place by the beginning of the fiscal year. 7. The Gaming Authority shall adopt meeting policies and any other policies for Gaming Authority business, provided such policies are in accordance with this Statute. SECTION VIII. MEETINGS A. The Gaming Authority shall meet in person at least once per month, and the agenda shall include a time for public comment. Such meeting will be held within the LTBB reservation and open to Tribal Citizens. B. Closed Sessions may be held only for the purposes of personnel, litigation, confidential business or legal matters; or matters that rise to the level of significant privacy or confidentiality. Tribal Councilors or Tribal Council’s designee may attend closed sessions, except for personnel matters, as observers only. C. A public comment period will be open only to Tribal Citizens, Tribal Councilors and Tribal Chairperson. D. Notice of meetings or work-sessions shall be posted forty-eight (48) hours in advance. E. Gaming Authority business that requires immediate attention may be conducted by electronic means. Any action taken via electronic means shall be recorded in the minutes of the next regularly scheduled meeting. The Gaming Authority Secretary/Treasurer or designee shall attempt to notify each of the Gaming Authority Members of the electronic communication or conference call by any practical means including telephone, fax, email, text or in person and must certify that an attempt was made to contact each Gaming Authority member. F. Emergency meetings may only be called when immediate action is necessary for the preservation or promotion of essential interests of the Tribe and Enterprises. The emergency action taken must be ratified at the next regularly scheduled meeting of the Gaming Authority, and the minutes must state the reason that such emergency action was necessary. 9 Gaming Authority Statute Secretary Kiogima ___ G. A quorum for a Gaming Authority meeting shall consist of any two (2) voting members of the Gaming Authority. A meeting may not be called to order without a quorum present and no official business shall be conducted without a quorum. H. All non-financially related work-sessions shall remain open and shall not include a closed session. I. Gaming Authority records shall be open to Tribal Citizens upon request in accordance with Tribal law, except in matters of confidential business, or potential business dealings as defined by Tribal Statute. SECTION IX. COMPENSATION A. The Gaming Authority shall be compensated, subject to the availability of funds, as follows: 1. $400.00 meeting stipend, with a maximum monthly meeting stipend of $800.00 a month. In order to receive the meeting stipend, the Gaming Authority member must be in attendance at least for ¾ of the meeting. 2. Meeting stipends shall not be paid for other activities such as attendance at events, trainings, or conferences. 3. Expenses for travel for meetings, training and conferences shall include per diem and reimbursement of expenses in accordance with the Tribal Council approved Travel policies. SECTION X. REQUEST FOR INFORMATION A. If the Gaming Authority as a whole or individually makes any written or verbal requests to an individual Tribal Councilor, all of Tribal Council will be copied on the request. 10 Gaming Authority Statute Secretary Kiogima ___ B. If an individual Tribal Councilor makes any written or verbal requests to the Gaming Authority or Gaming Authority member, all of Tribal Council will be copied on the request. C. Any verbal communications or requests to or from the GEB to a Tribal Councilor shall be reported by the Tribal Councilor under the “Tribal Council Member Report” on the next Tribal Council agenda. D. Tribal Council also designates the Senior Financial Analyst the authority to request, on behalf of a Councilor or Tribal Council, any financial information. All of Tribal Council will be copied on the written requests, along with the responses. Any verbal requests shall be reported by the Senior Financial Analyst at the next Tribal Council meeting. SECTION XI. REPORTING REQUIREMENTS A. Monthly Reports. The Authority shall provide Tribal Council a monthly report that contains the following and shall be submitted to the Tribal Council within 30 days from the end of the prior month: 1. Property Overview: report on all maintenance and cap ex projects 2. Marketing and promotions 3. Operational Updates 4. Human Resources 5. Financial Review 6. Actual revenues 7. Expenses and earnings before Interest Taxes, Depreciation and Amortization (EBITA) for the preceding month (actuals), current month (projection) and not less than two (2) months in advance (forecast) based on Annual Enterprise Business Plan 11 Gaming Authority Statute Secretary Kiogima ___ 8. The number of employees, number of Tribal Citizens, other Natives and nonNatives employed, and turn-over-rate, number of Tribal Citizens in management positions, Native or non-Native employed in management positions B. 9. Request of new development and/or capital projects 10. All other relevant information. Director of Finance Monthly Financial Report. The Director of Finance shall provide a monthly report of all Gaming Enterprises financial records, in accordance with GAAP, to the General Manager, the Gaming Authority and the Sr. Financial Analyst. The Monthly report shall contain confidential Financials for each gaming enterprise owned by the Tribe and shall be submitted to the Tribal Council within 20 days from the end of the prior month. 1. Managerial 2. Gaming 3. Hotel 4. Food and Beverage 5. Gift Shop and Events Center 6. Marketing 7. Support Services 8. Annual Service Payments 9. Casino Performance Ratios 10. Sales Comparison chart 11. EBITDA Comparison chart 12 Gaming Authority Statute Secretary Kiogima ___ 12. Current Actual vs. Prior Year vs. Budget 13. Statement of cash flows 14. Actual vs. Budget vs. Last Year for each Department 15. Notification of budget modifications or amendments over a 4% change, either increase or decrease of a department budget 16. Promotional play 17. Profit Statements, Loss Statements and Equity Statements submitted under separate cover. C. Quarterly Report. On a quarterly basis, the Gaming Authority shall provide the Senior Financial Analyst the projected and forecasted revenues. Additional, on a quarterly basis or upon request of Tribal Council, the Gaming Authority will meet with the Tribal Council and provide an update on operations of the gaming enterprise. D. Annual Report. By March 31st of each year, the Gaming Authority shall prepare and deliver to Tribal Council an annual report and an audited financial statement, including a statement of cash flows, balance sheet and an income statement, including comparative figures from the preceding fiscal year. Also, a meeting will be scheduled within forty-five (45) business days from the end of the Fiscal Year with the full GEB, the General Manager and the OCR Executive Team to review the preliminary finances of the past year and discuss plans for the upcoming year. E. Independent Audit. The Tribal Council shall appoint an independent auditor to conduct the annual financial statement audit and minimum internal control testing as required by 25 C.F.R. §§ 522.4 and 571.12 and any other applicable or successor Federal regulations. A Copy of the Audit shall be submitted to the following: 1. The Gaming Authority 13 Gaming Authority Statute Secretary Kiogima ___ 2. Tribal Council 3. Sr. Financial Analyst 4. LTBB Chief Financial Officer F. Delivery Method of Reports. The Reports may be transmitted electronically to the following emails: Tribal Council TribalCouncil@LTBBODAWA-NSN.GOV, and Senior Financial Analyst email. SECTION XII. NEPOTISM A. For Purposes of this Statute, two (2) or more members of the same immediate family shall not serve on the Gaming Authority at the same time. Further, a person shall not serve on the Gaming Authority if the General Manager, CFO, Internal Auditor, Tribal Chairperson or Vice-Chairperson, on a Tribal Councilor is an immediate family member, For purposes of this section immediate family means husband, wife, son, daughter, step-son, step-daughter, father, step-father, father-in-law, mother, step-mother, mother-in-law, brother, step-brother, brother-inlaw, sister, step-sister, sister-in-law, child, step-child. B. No Gaming Authority member may participate in making any decision that involves a personal or financial interest of the Gaming Authority or a member of his or her immediate family, unless interest is held in common with the Tribe and its Citizens. SECTION XIII. SAVINGS CLAUSE In the event that any phrase, provision, part, paragraph, subsection or section of this statute is found by a court of competent jurisdiction to violate the Constitution, laws or ordinances of the Little Traverse Bay Bands of Odawa Indians, such phrase, provision, part, paragraph, subsection or section shall be considered to stand alone and to be deleted from this statute, the entirety of the balance of the statute to remain in full and binding force and effect. 14 Gaming Authority Statute Secretary Kiogima ___ SECTION XIV. EFFECTIVE DATE Effective upon signature of the Executive or 30 days from Tribal Council approval whichever comes first or if the Executive vetoes the legislation, then upon Tribal Council override of the veto. SECTION XV. OTHER RELATED STATUTES See Waganakising Odawak Statute 2011-005 “Gaming Regulatory Statute”, Waganakising Odawak Statute 2013-007 “Contracting Statute”, or as may be amended. CERTIFICATION As the Tribal Council Legislative Leader and Tribal Council Secretary, we certify that this Statute was duly adopted by the Tribal Council of the Little Traverse Bay Bands of Odawa Indians at a regular meeting of the Tribal Council held on April 7, 2018 at which a quorum was present, by a vote of __8__ in favor, __0__ opposed, __1__ abstentions, and __0__ absent as recorded by this roll call: In Favor Opposed Abstained Absent Frank Bernard X David Harrington X Dexter McNamara X Emily Proctor X Julie Shananaquet X Shanna Wemigwase X Marcella R. Reyes X Tamara Kiogima X Fred Harrington Jr. X Date: Legislative Leader Fred Harrington Jr. Date: Secretary Tamara Kiogima Received by the Executive Office on 15 Gaming Authority Statute by Secretary Kiogima ___ Pursuant to Article VII, Section D, Subsection 1 of the Little Traverse Bay Bands of Odawa Indians Constitution adopted on February 1, 2005 the Executive concurs in this action of the Tribal Council. ate: Regina Gasco Bentley, Tribal Chairperson 16 Gaming Authority Statute Secretary Kiogima ___ --- Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/tribal%3Alittle_traverse%3A2d11ac4de5428492. Public record. Not legal advice.