Oneida Business Committee (2026)

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Oneida Nation

Oneida Business Committee

Legislative Operating Committee

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PO Box 365 • Oneida, WI 54155‐0365

ONEIDA

Oneida‐nsn.gov

LEGISLATIVE OPERATING COMMITTEE MEETING AGENDA REVISED

Business Committee Conference Room - 2nd Floor Norbert Hill Center

February 4, 2026

9:00 a.m.

Call to Order and Approval of the Agenda

II.

Minutes to be Approved

1. January 21, 2026 LOC Meeting Minutes (pg. 2)

III.

Current Business

1. Elder Protection Law (pg. 4)

2. Uniform Commercial Code (pg. 18)

3. Petition: G. Powless- Buenrostro - Accountability Measure Options for BC and BCC's

#2025-04 (pg. 68)

4. Petition: G. Powless- Buenrostro - Amend the Administrative Rule Making Law #2025-05

(pg. 71)

IV.

New Submissions

Additions

1. Legislative Operating Committee Fiscal Year 2026 First Quarter Report (pg. 74)

VI.

Administrative Updates

VII.

Executive Session

VIII. Recess/Adjourn

A good mind. A good heart. A strong fire.

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Oneida Nation

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Oneida Business Committee

Legislative Operating Committee

GDDDOO

PO Box 365 • Oneida, WI 54155-0365

ONEIDA

Oneida-nsn.gov

LEGISLATIVE OPERATING COMMITTEE MEETING MINUTES

Oneida Business Committee Conference Room-2nd Floor Norbert Hill Center

January 21, 2026

9:01 a.m.

Present: Jameson Wilson, Jennifer Webster, Kirby Metoxen

Excused: Jonas Hill

Unexcused: Marlon Skenandore

Others Present: Grace Elliott, Carolyn Salutz

Others Present on Microsoft Teams: Clorissa Leeman, Ashley Blaker, Chad Fuss, Eric Belanger,

Fawn Billie, Fawn Cottrell, Maureen Metoxen, Melissa Alvarado, Peggy Helm-Quest, Rae

Skenandore, Rhiannon Metoxen, Ronald Van Schyndel, Mark Powless, Taryn Webster, Diane

Wilson, Janice Decorah, Michelle Tipple, Katsitsiyo Danforth.

Call to Order and Approval of the Agenda

Jameson Wilson called the January 7, 2026, Legislative Operating Committee meeting to

order at 9:01 a.m.

Motion by Jennifer Webster to adopt the agenda; seconded by Kirby Metoxen. Motion

carried unanimously.

II.

Minutes to be Approved

1. January 7, 2026 LOC Meeting Minutes

Motion by Kirby Metoxen to approve the January 7, 2026, LOC meeting minutes and

forward to the Oneida Business Committee; seconded by Jennifer Webster. Motion carried

unanimously.

III.

Current Business

1. Public Use of Tribal Land Law Amendments

Motion by Jennifer Webster to approve the adoption packet for the proposed amendments

to the Public Use of Tribal Land law and forward to the Oneida Business Committee for

consideration; seconded by Kirby Metoxen. Motion carried unanimously.

2. Independent Contractors Policy Amendments

Motion by Jennifer Webster to approve the adoption packet for the proposed amendments

to the Independent Contractors Policy and forward to the Oneida Business Committee for

consideration; seconded by Kirby Metoxen. Motion carried unanimously.

<XXXXX)

A good mind. A good heart. A strong fire.

Legislative Operating Committee Meeting Minutes of January 7, 2026

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IV.

New Submissions

Additions

VI.

Administrative Updates

VII.

Executive Session

VIII. Adjourn

Motion by Jennifer Webster to adjourn at 9:19 a.m.; seconded by Kirby Metoxen. Motion

carried unanimously.

Legislative Operating Committee Meeting Minutes of January 7, 2026

Page 2 of 2

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Oneida Nation

Oneida Business Committee

Legislative Operating Committee

PO Box 365 • Oneida, WI 54155-0365

Oneida-nsn.gov

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ONEIDA

Legislative Operating Committee

February 4, 2026

Elder Protection Law

Submission Date: 1/4/23

LOC Sponsor: Jennifer Webster

Public Meeting: N/A

Emergency Enacted: N/A

Summary: This item was carried over from last term and originally added to the Active Files

List on January 4, 2023 at the request of the Governmental Services Division Director for the

purpose of developing a law which would protect elders of the Oneida community from abuse,

neglect, and exploitation.

10/4/23 LOC: Motion by Jennifer Webster to add the Elder Protection Law to the Active Files List

with Jennifer Webster and Marlon Skenandore as the sponsors; seconded by Jonas

Hill. Motion carried unanimously.

11/1/23 LOC: Motion by Jonas Hill to approve the Legislative Operating Committee community

meeting notice and schedule the community meeting to take place on December 6,

2023; seconded by Jennifer Webster. Motion carried unanimously.

11/27/23:

Work Meeting. Present: Jameson Wilson, Jennifer Webster, Marlon Skenandore,

Jonas Hill, Clorissa Leeman, Grace Elliott, Fawn Cottrell, Kristal Hill, Maureen

Perkins. The purpose of this work meeting was to review the PowerPoint presentation

for the December 6th community meeting.

12/6/23:

Work Meeting. Present: Jameson Wilson, Jennifer Webster, Marlon Skenandore,

Jonas Hill, Kirby Metoxen, Clorissa Leeman, Grace Elliott, Fawn Cottrell, Kristal

Hill, Maureen Perkins. The purpose of this work meeting was to run through and

practice the presentation for the community meeting.

Community Meeting. Present: Jameson Wilson, Kirby Metoxen, Jennifer Webster,

Jonas Hill, Marlon Skenadore, Clorissa N. Leeman, Grace Elliott, Carolyn Salutz,

Fawn Cottrell, Fawn Billie, Kristal Hill, Maureen Perkins, Lori Webster, Leon

Webster, Larry Barton, Nancy Barton, Daniel Leyo, John E. Powless III, Carol Silva,

Jeanette Ninham, Raeann Skenadore, Gina Powless Buenrostro, Jackie Smith, Rocky

Hill, Carole Liggins, Kaylee Schuyler, Trina Schuyler, Quincy Granquist, Dan

Webster, Marie Cornelius, Barbara Salutz, Carol Elm, Majorie Stevens, Misty

Herzog, Josh, Gerzetich, Ann McCotter, Mitchel Metoxen, Katsi Danforth, Nova

Danforth, Bill Gollnick, Bonnie Pigman, Nadine Escamea, Alyssa Perkins, Emma

King, Dr. Rosa King, Margaret King, Garth Webster, Daniel Doyen, Mark W.

Powless, Kanani Nunies, Ululan Ninies, Beverly DeCoteau, Lexi Sickles, Laura

Manthe, Tina Jorgensen, Stephanie Miscavitch VanEvery, Mark A. Powless Sr., and

others. The Legislative Operating Committee held a community meeting regarding

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the Elder Protection law, the Oneida Language law, and the Higher Education

Scholarship Law.

12/20/23:

Work Meeting. Present: Jameson Wilson, Jennifer Webster, Marlon Skenandore,

Jonas Hill, Kirby Metoxen, Clorissa Leeman, Grace Elliott, Fawn Cottrell, Kristal

Hill, Maureen Perkins. The purpose of this work meeting was to discuss and debrief

the December 6th community meeting – such as what went well, what could be

improved, and the comments and input received.

10/4/24:

Work Meeting. Present: Kelly Mc Andrews, Grace Elliott. The purpose of this

meeting was to provide an opportunity for the OLO to share any concerns or

preferences they might have regarding the elder protection law with the LRO.

10/7/24:

Work Meeting. Present: Jameson Wilson, Jennifer Webster, Jonas Hill, Kirby

Metoxen, Tina Jorgensen, Sandra Skenandore, Neoma Orsburn, Maureen Perkins,

Mark Powless, Kelly Mc Andrews, Fawn Billie, Eric Boulanger, Claudia Skenandore,

Carol Liggins, Carrie Lindsey, Jodi Tess, Kristal Hill, Fawn Cottrell, Grace Elliott,

Amber Martinez. The purpose of this meeting was to begin discussions on the

development of Elder/Vulnerable Adult Protection Law for the Nation. Topics

included; identifying what issues the Nation is facing, the intended purpose of the law

and how this law can address the issues.

10/18/24 :

Work Meeting. Present: Jameson Wilson, Jonas Hill, Marlon Skenandore, Clorissa

Leeman, Carolyn Salutz, Kristal Hill, Fawn Billie, Fawn Cottrell, Maureen Perkins,

Grace Elliott. The purpose of this meeting was to discuss the intended scope of the

Elder Protection law.

11/26/24:

Community Work Meeting. Present: Jameson Wilson, Jennifer Webster, Kirby

Metoxen, Grace Elliott, Jodi Tess, Eli Metoxen, and eight Oneida elders. The purpose

of this meeting was for the LOC to gather feedback from Oneida elders about what

topics they would like an elder protection law to address.

12/3/24:

Work Meeting. Present: Clorissa Leeman, Tina Jorgenson, Jodi Tess, Kelly

McAndrews, Carrie Lindsey, Eric Boulanger, Eli Metoxen, Fawn Billie, Marlon

Skenandore. The purpose of this meeting was to review reporting sections from

various tribal elder protection laws and discuss which provisions might be appropriate

for Oneida.

1/9/25:

Work Meeting. Present: Clorissa Leeman, Tina Jorgenson, Jodi Tess, Kelly

McAndrews, Carrie Lindsey, Mark Powless, Fawn Billie, Marlon Skenandore. The

purpose of this meeting was to review options for how citations might be addressed

within an elder protection law.

1/17/25:

Work Meeting. Present: Andrea Gage, Grace Elliott. The purpose of this meeting was

to collaborate with the new attorney who has previous legal experience practicing

elder protection law.

2/3/25:

Work Meeting. Present: Jameson Wilson, Jennifer Webster, Kirby Metoxen, Jonas

Hill, Clorissa Leeman, Kristal Hill, Maureen Perkins,

Grace Elliott, Carolyn Salutz,

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Fawn Billie. The purpose of this work meeting was to select the topics for the March

5th LOC community meeting. The LOC decided the topics to be discussed should

include Elder Protection law, Indian Preference in Contracting law amendments, and

Hunting, Fishing, and Trapping law amendments.

2/5/25:

Work Meeting. Present: Jameson Wilson, Jennifer Webster, Jonas Hill, Kirby

Metoxen, Marlon Skenandore, Clorissa Leeman, Carolyn Salutz, Grace Elliott. The

purpose of this meeting was to review laws of the Nation as they apply to elder

protection.

2/18/25:

Work Meeting. Present: Tina Jorgensen, Jodi Tess, Shelly Hill, Adriana Chacon,

Carrie Lindsey, Mark Powless, Fawn Billie, Clorissa Leeman, Grace Elliott. The

purpose of this meeting was to review laws of the Nation as they apply to elder

protection.

2/19/25:

Work Meeting. Present: Jameson Wilson, Jennifer Webster, Kirby Metoxen, Marlon

Skenandore, Clorissa Leeman, Carolyn Salutz, Grace Elliott. The purpose of this

meeting is to consider the infrastructure that may support an elder protection law.

3/5/25:

Work Meeting. Present: Jameson Wilson, Jennifer Webster, Jonas Hill, Metoxen, Clorissa Leeman, Grace Elliott, Carolyn Salutz, Fawn Cottrell, Fawn Billie. The

purpose of this work meeting was to review the PowerPoint presentation for the

March 19th LOC community meeting.

3/19/25:

Community Meeting. Present: The Legislative Operating Committee held a

community meeting in the NHC’s cafeteria from 5:30 p.m. through 7:30 p.m.

regarding the development of an Elder Protection law.

3/27/25:

Work Meeting. Present: Mary Loeffler, Richard Baird, Carrie Lindsey, Layatalati

Hill, Jodi Tess, Andrea Gage, Joyce Johnson, Diane Polzak, Claudia Skenandore,

Barbra Cornelius, Grace Elliott. The purpose of this meeting was to review

information related to investigations conducted based on reports of potential elder

abuse.

4/18/25:

Work Meeting. Present: Kelly McAndrews, Andrea Gage, Grace Elliott. The purpose

of this meeting was to discuss the processes outlined in Oneida Elder Service’s

MOUs with the counties for handling elder abuse investigations.

4/24/25:

Work meeting. Present: Kelly McAndrews, Andrea Gage, Jodi Tess, Grace Elliott.

The purpose of this meeting was to discuss how Oneida is currently handling

investigations into elder abuse and what it might be ideal to include in an Elder

Protection law.

6/6/25:

Work Meeting. Present: Jameson Wilson, Jonas Hill, Kirby Metoxen, Marlon

Skenandore, Kristal Hill, Clorissa Leeman, Carolyn Salutz, Grace Elliott. The

purpose of this meeting is to provide an update to the LOC on the status of the Elder

Protection law.

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6/12/25:

Work Meeting. Present: Eric Boulanger, Ronald King, Jodi Tess, Carrie Lindsey,

Andrea Gage, Tina Jorgenson, Kelly McAndrews, Fawn Billie, Grace Elliott. The

purpose of this meeting was to review the investigation section of the Elder

Protection law and discuss how Oneida Aging and Disability might be empowered to

fulfil a more active role. Potential solutions brought forward by the team included

hiring additional staff.

7/29/25:

Work Meeting. Present: Jameson Wilson, Jennifer Webster, Jonas Hill, Kirby

Metoxen, Marlon Skenandore, Tina Jorgensen, Mark Powless, Eric Boulanger,

Andrea Gage, Carrie Lindsey, Jodi Tess, Grace Elliott. The purpose of this meeting

was to discuss multidisciplinary teams and confidentiality.

10/8/25:

Work Meeting. Present: Tina Jorgenson, Jodi Tess, Breanna Phillips, Grace Elliott.

The purpose of this meeting was to discuss the roles stakeholders would like to see

Oneida Aging and Disability and county partners to play in the elder protection

process.

11/5/25:

Work Meeting. Present: Tina Jorgenson, Carrie Lindsey, Jodi Tess, Breanna Phillips,

Grace Elliott, Mark Powless. The purpose of this meeting was to review the draft of

elder protection law.

11/21/25:

Work Meeting. Present: Grace Elliott, Kelly McAndrews. The purpose of this meeting

was to review any questions, concerns, or suggestions from the law office regarding

the draft elder protection law.

12/1/25:

Work Meeting. Present: Jameson Wilson, Tina Jorgenson, Carrie Lindsey, Jodi Tess,

Breanna Phillips, Grace Elliott, Mark Powless. The purpose of this meeting was to

review the draft of elder protection law.

12/16/25:

Work Meeting. Present: Grace Elliott, Amber Martinez, ONCOA. The purpose of this

meeting was for the drafting attorney to provide an update on the development of the

Elder Protection Law to ONCOA and listen to any feedback they had. ONCOA

expressed strong support for the draft law.

1/26/26:

Work Meeting. Present: Jameson Wilson, Kirby Metoxen, Jennifer Webster, Mark

Powless, Carrie Lindsey, Eric Boulanger, Tina Jorgenson, Jodi Tess, Breanna

Phillips, Kristal Hill, Fawn Cottrell. The purpose of this meeting was to complete a

final readthrough of the draft elder protection law and review next steps which

include reviewing scenarios for process next Monday, sharing the draft with

ONCOA, and presenting the draft to the LOC for initial approval at the next

scheduled LOC meeting.

Next Steps:

▪ Approve the draft Elder Protection Law and direct that a legislative analysis be completed.

A good mind. A good heart. A strong fire.

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2026 02 04

Title 7. Children, Elders & Family - Chapter 706

ELDER PROTECTION

706.1. Purpose and Policy

706.2. Adoption, Amendment, Repeal

706.3. Definitions

706.4. Interdisciplinary Team

706.5. Reporting

706.6. Investigation

706.7. Rights of Parties

706.8. Jurisdiction

706.1. Purpose and Policy

706.1-1. Purpose. The purpose of this law is to uphold the Nation’s responsibility to honor and

protect its elders. This law establishes a process to safeguard elders from harm, including abuse,

neglect, self-neglect, and exploitation. This process includes:

(a) reporting concerns of abuse, neglect, self-neglect, and exploitation of elders;

(b) investigating reports to ensure the safety and well-being of elders; and

self-neglect, and exploitation.

706.1-2. Policy. It is the policy of the Nation to honor, respect, and protect its elders. The Nation

recognizes that elders possess unique and irreplaceable stores of knowledge, skill, and experience

that enhance and enrich the lives of the entire Nation. The interests of the Nation, now and in the

future, are advanced when its elders are confident that they are protected from abuse, neglect, selfneglect, and exploitation. In honoring these principles, the Nation embraces Yukwats$stay< the

fire, the animating spirit within each of us as a reminder that protecting our elders is an

expression of who we are as a People and a reflection of The Good Mind we strive to uphold

as expressed by On<yote>a=ka, which includes:

(a) Kahletsyal&sla. The heartfelt encouragement of the best in each of us.

(b) Kanolukhw@sla. Compassion, caring, identity, and joy of being.

(d) Ka>tshatst^sla. The strength of belief and vision as a People.

(e) Kalihwi=y%. The use of the good words about ourselves, our Nation, and our future.

(f) Twahwahts$lay<. All of us are family.

(g) Yukwats$stay<. Our fire, our spirit within each one of us.

706.2. Adoption, Amendment, Repeal

706.2-1. This law was adopted by the Oneida Business Committee by resolution BC-__-__-____.

706.2-2. This law may be amended or repealed by the Oneida Business Committee or the General

Tribal Council pursuant to the procedures set out in the Legislative Procedures Act.

706.2-3. Should a provision of this law or the application thereof to any person or circumstances

be held as invalid, such invalidity shall not affect other provisions of this law which are considered

to have legal force without the invalid portions.

706.2-4. In the event of a conflict between a provision of this law and a provision of another law,

the provisions of this law shall control.

706.2-5. This law is adopted under authority of the Constitution of the Oneida Nation.

706.3. Definitions

706.3-1. This section shall govern the definitions of words and phrases used within this law. All

words not defined herein shall be used in their ordinary and everyday sense.

(a) “Abuse” means any of the following:

(1) Physical abuse.

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(2) Emotional abuse.

(3) Sexual abuse.

(4) Treatment without consent.

(5) Unreasonable confinement or restraint.

(b) “Bodily harm” means physical pain or injury, illness, or any impairment of physical

condition.

individual’s care voluntarily, by contract, or by agreement, including a person acting or

claiming to act as a legal guardian.

(d) “Case management” means an assessment of need for direct services, development of

a direct service plan and coordination and monitoring of the provision of direct services.

(e) “Departmental report form” includes documentation of an elder-adult-at-risk agency’s

response to or investigation of a report and is the information required to be submitted to

the department.

(f) “Direct services” includes temporary shelter, relocation assistance, housing, respite

care, emergency funds for food and clothing and legal assistance.

(g) “Elder-at-risk” means any person aged Fifty-Five (55) or older who has experienced, is

currently experiencing, or is at risk of experiencing abuse, neglect, self-neglect, or financial

exploitation.

(h) “Elder-adult-at-risk agency” means Oneida Aging and Disability, or an agency

designated by the county board of supervisors to receive, respond to, and investigate reports

of abuse, neglect, self-neglect, and financial exploitation.

(i) “Emotional abuse” means language or behavior that serves no legitimate purpose and is

intended to be intimidating, humiliating, threatening, frightening, or otherwise harassing,

and that does or reasonably could intimidate, humiliate, threaten, frighten, or otherwise

harass the individual to whom the conduct or language is directed.

(j) “Financial exploitation” means any of the following:

(1) Obtaining an individual’s money or property by deceiving or enticing the

individual, or by forcing, compelling, or coercing the individual to give, sell at less

than fair market value, or in other ways convey money or property against his or

her will without his or her informed consent.

(2) Theft.

(3) The substantial failure or neglect of a fiscal agent to fulfill his or her

responsibilities.

(4) Unauthorized use of an individual’s personal identifying information or

documents.

(5) Unauthorized use of an entity’s identifying information or documents.

(6) Forgery.

(7) Financial transaction card crimes.

(k) “Investigative agency” means Oneida Aging and Disability, a law enforcement or a

city, town, village, county, or state governmental agency or unit with functions relating to

protecting health, welfare, safety, or property, including an agency concerned with animal

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protection, public health, building code enforcement, consumer protection, or insurance or

financial institution regulation.

(l) “Nation” means the Oneida Nation.

(m) “Neglect” means the failure of a caregiver, as evidenced by an act, omission, or course

of conduct, to endeavor to secure or maintain adequate care, services, or supervision for an

individual, including food, clothing, shelter, or physical or mental health care, and creating

significant risk or danger to the individual’s physical or mental health. “Neglect” does not

include a decision that is made to not seek medical care for an individual, if that decision

is consistent with the individual’s previously executed declaration or do-not-resuscitate

order as authorized by law.

(n) “Physical abuse” means the intentional or reckless infliction of bodily harm.

(o) “Record” includes any document relating to the response, investigation, assessment,

and disposition of a report made under this law.

(p) “Self-neglect” means a significant danger to an individual’s physical or mental health

because the individual is responsible for his or her own care but fails to obtain adequate

care, including food, shelter, clothing, or medical or dental care.

(q) “Sexual abuse” means a violation of Wisc. Stat. 940.225(1), (2), (3), or (3m).

(r) “Treatment without consent” means the administration of medication to an individual

who has not provided informed consent, or the performance of psychosurgery,

electroconvulsive therapy, or experimental research on an individual who has not provided

informed consent, with the knowledge that no lawful authority exists for the administration

or performance.

(s) “Unreasonable confinement or restraint” includes the intentional and unreasonable

confinement of an individual in a locked room, involuntary separation of an individual

from his or her living area, use on an individual of physical restraining devices, or the

provision of unnecessary or excessive medication to an individual, but does not include the

use of these methods or devices in entities regulated by the department if the methods or

devices are employed in conformance with state and federal standards governing

confinement and restraint.

(t) “Retaliation” means intimidating, threatening to cause or causing bodily, emotional,

property, or financial harm.

706.4. Interdisciplinary Team

706.4-1. Composition. The Interdisciplinary Team consists of representatives from Aging and

Disability Services, Oneida Police Department, Comprehensive Health Division, Oneida

Behavioral Health, Oneida Law Office, Oneida Community Resource and Economic Support,

Comprehensive Housing Department, Oneida Family Services, and any additional agencies

designated by the Team as necessary to fulfill its duties.

706.4-2. Confidentiality. All members of the Interdisciplinary Team shall maintain strict

confidentiality regarding all matters that come before the team. No member may disclose any

information except as expressly authorized under this law.

(a) Purpose-Based Disclosure. Members may use or disclose confidential information

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only as necessary to perform duties under this law, including prevention, identification,

investigation, or mitigation of elder abuse, neglect, exploitation, or self-neglect.

(b) HIPAA Exception for Harm Prevention. When a member is subject to HIPAA, the

member may share protected health information with the Team under the exception

permitting disclosure to prevent or lessen a serious and imminent threat to the health or

safety, provided that:

(1) the disclosure is made in good faith to prevent or address abuse, neglect, or

exploitation; and

(2) the disclosure is limited to persons reasonably able to prevent or mitigate the

threatened harm, including members of the Interdisciplinary Team acting within

their authority under this law.

information necessary for the Team to perform its duties.

(d) Selective Participation. Only members whose roles are relevant to a specific case

shall access confidential information for that case.

(e) Redisclosure Prohibited. Information received through the Team may not be further

disclosed except as required to perform professional duties related to the case or as

otherwise authorized by law.

(f) Conflict of Interest. Members with a personal conflict, familial relationship, or other

circumstance that may compromise confidentiality, or objectivity shall recuse

themselves from case discussions.

706.4-3. Reporting to Licensing Agencies. The Team may report to a licensing agency any

concerns that a regulated person has failed to comply with mandatory reporting requirements under

this law or has abused or neglected an elder. The Team may also report concerns to the person’s

employer.

706.4-4. Law Enforcement Assistance. The Team may request assistance from the Oneida Police

Department in investigating allegations of elder abuse or neglect and shall notify the Department

of any allegations of criminal abuse or neglect.

706.4-5. Duties: The Team shall meet periodically and:

(a) guide investigations of reported elder abuse;

(b) review reports from adult protection workers and determine whether an Oneida elder is

in danger of harm;

elders;

(d) determine whether a legal action should be initiated by the Nation;

(e) determine whether an elder should be removed from the person’s home temporarily or

permanently;

(f) recommend placement options when an elder cannot remain in their home;

(g) identify available community resources, programs, and services;

(h) promote cooperation, communication, and consistency between agencies;

(i) assist in developing and implementing plans to promote the long-term wellbeing of

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elders and their families.

706.4-6. Decision-Making. Decisions shall be made by consensus of members present at a duly

noticed meeting.

706.4-7. Notice of Meetings. Notice of regularly scheduled meetings is presumed complete upon

scheduling. Notice of emergency meetings shall be provided at least twenty-four (24) hours in

advance by email, text, or phone call/voicemail.

706.4-8. Family and Community Engagement. The Team shall prioritize resolving issues of abuse

or neglect through family and community assistance and may convene meetings with designated

family and community members for this purpose.

706.4-9. Funding Authority. The Team may solicit and accept grants or funds from federal, state,

tribal, and local governments and private sources to further the purposes of this law.

706.4-10. Administrative Support. Aging and Disability Services shall serve as the Team’s primary

contact, organize meetings, and maintain records.

706.4-11. Subject Matter Experts. The Team may engage subject matter experts from any entity

necessary to access resources required to fulfill its duties.

706.5. Reporting

706.5-1. Duty to Report. Any person who knows or has reasonable cause to suspect that an elder

is being or has been abused, neglected, self-neglected, or exploited shall immediately report the

information to the Director or designee of Oneida Aging and Disability Services, unless prohibited

by a legally recognized privilege. Individuals bound by a privileged relationship may only make

an anonymous disclosure if there is an urgent need for hospitalization, guardianship, protective

services, or protective placement.

706.5-2. Mandated Reporters. The following individuals have a mandated duty to report suspected

abuse, neglect, self-neglect, and exploitation of elders:

(a) The elder’s family members or caretakers;

(b) Any elected official of the Nation;

(1) physicians, surgeons, dentists, podiatrists, chiropractors, nurses, dental

hygienists, optometrists, medical examiners, emergency medical technicians,

paramedics, or other health care providers;

(2) psychiatrists, psychologists, or psychological assistants;

(3) licensed or unlicensed social workers, professional counselors, or marriage and

family therapists;

(4) persons employed in the mental or behavioral health profession;

(5) persons employed as physical or occupational therapists, or their assistants;

(6) law enforcement officers;

(7) judges, attorneys, court counselors, clerks of court, and other judicial system

officials or staff;

(d) Any person or agency with fiduciary responsibilities to an elder, such as accountants,

property managers, financial advisors, or financial institutions.

706.5-3. Anonymous Reports. Except for mandated reporters identified in section 706.5-2, any

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person reporting elder abuse, neglect, self-neglect, or exploitation may remain anonymous.

706.5-4. Immunity from Liability. Any person who in good faith, reports suspected abuse, neglect,

self-neglect, or exploitation of an elder shall be immune from any legal action arising from that

report.

706.5-5. Civil Penalty for Failure to Report.

(a) Any person required by this law to report suspected elder abuse, neglect, self-neglect,

or exploitation who fails to do so is subject to a civil penalty not to exceed two thousand

dollars ($2,000).

(b) The Court shall impose the penalty only after petition, notice, an opportunity for

hearing, and a determination that the person had a mandated duty to report and failed to

comply.

by the elder as a result of the failure to report, notwithstanding any determination by the

Court regarding violation of this law.

706.5-6. Civil Penalty for Bad Faith Reports.

(a) Any person who knowingly makes a false report of suspected abuse, neglect, selfneglect, or exploitation is subject to a civil penalty not to exceed two thousand dollars

($2,000).

(b) The Court shall impose the penalty only after petition, notice, an opportunity for

hearing, and a determination that the person knowingly made a false report.

by the person(s) named in the false report.

706.5-7. Report Requirements. Reports of suspected elder abuse, neglect, self-neglect, or

exploitation shall be made to the Director or designee of Oneida Aging and Disability Services.

(a) Oral reports shall be immediately documented in writing by the Director or designee.

(b) Anonymous reports shall be investigated as required by this law.

(1) The elder’s name, address or location, and telephone number;

(2) The name, address or location, and telephone number of the person(s) or

agency suspected of abuse, neglect, or exploitation;

(3) The nature and degree of any limitations of the elder;

(4) The name, address or location, and telephone number of the elder’s caretaker,

if applicable;

(5) The name, address or location, and telephone number of any witnesses;

(6) A description of the acts reported as abusive, neglectful, or exploitative;

(7) Any other information that may assist in determining abuse, neglect, selfneglect, or exploitation;

(8) The name, address, and telephone number of the reporter for follow-up

purposes, unless the report is anonymous.

706.6. Investigation

706.6-1. Initiation of Investigations. Upon receipt of a report alleging abuse, financial

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exploitation, neglect, or self-neglect of an elder adult at risk who is believed to be an Oneida Elder,

the Oneida Aging and Disability Designee shall promptly coordinate with appropriate elder-at-risk

agencies. The Oneida Aging and Disability Designee shall take all reasonable steps to ensure

timely and organized action to protect the elder while maintaining active involvement throughout

the investigative process.

706.6-2. Minimum Investigative Actions. The elder-adult-at-risk agency’s response shall include

one or more of the following:

(a) A visit to the elder’s residence;

(b) Observation of the elder, with or without consent of a guardian or agent under an

activated power of attorney for health care, if any;

a guardian or agent under an activated power of attorney for health care, if any;

(d) An interview with the guardian or agent under an activated power of attorney for health

care, if any, and with any caregiver;

(e) A review of the elder’s treatment and health care records;

(f) A review of the elder’s financial records maintained by a financial institution, entity,

caregiver, or immediate family member. Financial records shall be released without

informed consent under either of the following circumstances:

(1) To an elder-adult-at-risk agency or other investigative agency under this section,

including voluntary disclosure by the record holder;

(2) Pursuant to a lawful court order.

706.6-3. Medical Examination. The elder-adult-at-risk agency may transport the elder adult at risk

for a medical examination by a physician if:

(a) The elder adult at risk or his or her guardian or agent under an activated power of

attorney for health care consents; or

(b) The elder is incapable of consenting and one of the following applies:

(1) The elder has no guardian or agent under an activated power of attorney for

health care;

(2) The guardian or an agent under an activated power of attorney for health care,

is suspected of abuse, neglect, or financial exploitation;

(3) The examination is authorized by court order.

706.6-4. Law Enforcement Assistance. The elder-at-risk agency may request law enforcement

assistance during visits to the elder’s residence or as otherwise necessary. Upon request, a law

enforcement officer shall accompany the agency investigator and provide assistance as needed.

706.6-5. Offer of Services and Referrals. Upon responding to a report, the elder-at-risk agency

shall determine whether the elder or any other individual involved requires services. The agency

shall provide or arrange for necessary services under the least restrictive conditions appropriate to

achieve the intended objectives.

706.6-6. If, after responding to a report, the elder-adult-at-risk agency has reason to believe that

abuse, financial exploitation, neglect, or self-neglect has occurred, the agency may:

(a) Request immediate assistance to initiate protective services or contact an investigative

agency;

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(b) Take emergency protective action, including emergency protective placement, if in the

elder’s best interests and the least restrictive intervention;

(d) Refer the case to licensing or regulatory authorities if the residence, facility, or program

is or should be regulated;

(e) Refer the case to the Department of Safety and Professional Services if a credentialed

individual is involved;

(f) Refer the case to the Department of Financial Institutions if financial exploitation

involves a registered individual or entity;

(g) Petition for guardianship, protective services, or protective placement or seek review

of an existing guardianship if necessary to prevent harm.

706.6-7. Confidentiality. Departmental report forms are confidential and may not be released

except:

(a) To the elder, any person named as a suspect, and the suspect’s attorney, excluding the

identity of the reporter or any person whose safety may be endangered.

(b) To agencies or entities providing assistance, subject to confidentiality requirements;

identifying information is not disclosed;

(d) Pursuant to a lawful court order;

(e) To agencies or individuals providing direct services, including attending physicians, for

purposes of diagnosis, treatment, or coordination of care;

(f) To the guardian of the elder adult at risk or the guardian of any person named in a report

who is suspected of abuse, neglect, or financial exploitation. These individuals may inspect

the report, except that identifying information about the reporter or any person whose

safety may be endangered by disclosure shall not be released;

(g) To law enforcement officials as necessary to carry out their duties, in accordance with

applicable internal policies and this law;

(h) To the Oneida Interdisciplinary Team, a federal agency, state or local governmental

unit, or an agency of another state that requires the report to fulfill its responsibility to

protect elder adults at risk from abuse, neglect, exploitation, or self-neglect;

(i) To the individual who made the report in a professional capacity, for the limited purpose

of informing them of actions taken to protect or provide services to the alleged victim.

706.6-8. Written Investigative Report.

(a) The Oneida Aging and Disability Designee shall provide a written investigative report

and file it with Oneida Aging and Disability Services.

(b) The report shall include all pertinent information obtained during the investigation,

including interviews, observations, assessments, and other relevant facts.

pursue legal action.

(d) If the allegations are substantiated, Oneida Aging and Disability Services may mediate

a resolution or forward the matter to the Oneida Law Office for legal action.

706.6-9. Interference with Investigation and Retaliation.

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(a) No person shall intentionally interfere with a lawful investigation of suspected elder

abuse, neglect, self-neglect, or exploitation.

(b) No person shall retaliate against any individual who, in good faith, reports suspected

abuse or cooperates with an investigation.

two thousand dollars ($2,000) per occurrence. The Court shall impose the penalty only

after petition, notice, an opportunity for hearing, and a determination that interference or

retaliation occurred.

(d) Notice of the Court’s determination shall be provided to the person’s employer and any

relevant licensing agencies. If the violator is an employee of the Nation, disciplinary action

shall be imposed consistent with Nation employment laws.

706.6-10. Criminal Investigation. Any investigation or procedure under this law may continue

concurrently with a criminal investigation. Oneida Aging and Disability Services shall cooperate

with law enforcement to ensure the criminal investigation is not compromised.

706.7. Rights of Parties

706.7-1. Rights of Elders. An elder shall have the following rights:

(a) Notice of Investigation. An elder has the right to be informed about an elder abuse

investigation before it begins unless an emergency exists, in which case the elder shall

be informed as soon as possible, but not later than one (1) business day after the

investigation begins.

(b) Refusal of Services. An elder has the right to refuse to accept elder protective

services (even if there is good cause to believe that the elder has been or is being

abused, neglected, self-neglected, or exploited) provided that the elder is able to care

for himself or herself and/or has the capacity to understand the nature of the services

offered.

to exclude others from their premises, subject to applicable law. This includes the right

to deny entry to any individual, except as otherwise authorized by court order or

warrant.

(d) Right to Exclude Entry. An elder has the right to refuse the Oneida Aging and

Disability Designee entrance into their home. The Oneida Aging and Disability Designee

shall inform the elder of this right before seeking entry and shall also inform the elder

of the Oneida Aging and Disability Designee’s authority to seek a warrant to gain access.

(e) Representation by Counsel. The elder has the right to be represented by counsel at

his or her own expense at all proceedings.

(1) If the elder seeks to proceed independently, then the elder may retain private

counsel to represent himself or herself at his or her own cost or proceed without

counsel (pro se).

(2) If the elder seeks to have the assistance of the Oneida Aging and Disability

in filing the Petition, then Oneida Aging and Disability and the Oneida Law

Office shall make a determination on whether a legal claim exists and then

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make a determination on how to proceed.

706.7-2. Rights of the Accused.

(a) Refusal of Services. The accused may refuse services offered by Oneida Aging and

Disability Services for themselves but may not refuse services offered to the elder.

(b) Right to Deny Entry. The accused may refuse entry to their home by the Oneida

Aging and Disability Designee. Before seeking entry, the Oneida Aging and Disability

Designee shall inform the accused of this right and shall also advise the accused that

the Oneida Aging and Disability Designee may seek a warrant to gain access if

necessary.

at their own expense in all proceedings under this law.

706.8. Jurisdiction

706.8-1. The Oneida Trial Court has jurisdiction over any action brought under this law.

Personal jurisdiction over an individual under this law may be established where the parties

are members of the Nation, or employees of the Nation.

End.

Adopted – BC-__-__-__-__

7 O.C. 706 – Page 10

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r'\.

Oneida Nation

Oneida Business Committee

Legislative Operating Committee

PO Box 365 • Oneida, WI 54155-0365

Oneida-nsn.gov

=DODDDD=

ONEIDA

Legislative Operating Committee

February 4, 2026

Uniform Commercial Code

Submission Date: 6/5/24

LOC Sponsor: Jameson Wilson

Public Meeting: N/A

Emergency Enacted: N/A

Summary: This item was added to the Active Files List on June 5, 2024. The Uniform

Commercial Code governs all commercial transactions, and the development of a Uniform

Commercial Code will aid in the development of other business laws for the Nation.

6/5/24 LOC: Motion by Jonas Hill to add the Uniform Commercial Code to the Active Files List

with Jameson Wilson as the sponsor; seconded by Kirby Metoxen. Motion carried

unanimously.

7/29/24:

Work Meeting. Present: Jameson Wilson, Jennifer Webster, Clorissa Leeman,

Carolyn Salutz, Fawn Billie, Kristal Hill, Maureen Perkins. The purpose of this

meeting was provide an introduction to the Uniform Commercial Code with

particular emphasis on Article 9 Secured Transactions, and the revised Model Tribal

Secured Transactions Act.

12/2/24:

Work meeting. Present: Jameson Wilson, Kirby Metoxen, Jonas Hill, Justin

Nishimoto, Clorissa Leeman, Carolyn Salutz, Grace Elliott, Kristal Hill, Fawn

Cottrell, Maureen Perkins. The purpose of this meeting was to review the general

purpose of each section of the model tribal secured transaction Code.

12/10/24:

Work Meeting. Present: Jameson Wilson, Jonas Hill, Marlon Skenandore, Grace

Elliott. The purpose of this meeting was to review administration options for a

secured transaction law.

1/15/25:

Work Meeting. Present: Jameson Wilson, Jonas Hill, Marlon Skenandore, Kirby

Metoxen, Jennifer Webster, Clorissa Leeman, Carolyn Salutz, Melinda Danforth,

Tana Aguirre, Grace Elliott, Fawn Cottrell, Fawn Billie, Kristal Hill, Maureen

Perkins. The purpose of this meeting was to discuss options to administer a secured

transaction law including utilizing the Wisconsin filing system.

2/19/25:

Work Meeting. Present: Jameson Wilson, Jennifer Webster, Kirby Metoxen, Marlon

Skenandore, Clorissa Leeman, Carolyn Salutz, Grace Elliott. The purpose of this

meeting was for the LOC to consider timelines, next steps and expectations.

6/6/25:

Work Meeting. Present: Jameson Wilson, Kirby Metoxen, Marlon Skenandore,

Kristal Hill, Grace Elliott. The purpose of this meeting was to review each section of

the draft Secured Transaction law.

Page 1 of 2

A good mind. A good heart. A strong fire.

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7/10/25:

Work Meeting. Present: Jameson Wilson, Kirby Metoxen, Marlon Skenandore, Jonas

Hill, Fawn Cottrell, Kristal Hill, Grace Elliott, Clorissa Leeman. The purpose of this

meeting was to begin a line-by-line read through of the draft.

9/2/25:

Work Meeting. Present: Jameson Wilson, Jonas Hill, Jennifer Webster, Fawn Billie,

Rhiannon Metoxen, Grace Elliott. The purpose of this meeting was to continue

reading through the draft, as well as review real world examples of the various

scenarios covered in the law.

9/18/25:

Work Meeting. Present: Carl Artman, Grace Elliott. The purpose of this meeting was

to update the Oneida Law Office on the development of the draft law, gather initial

thoughts on the draft, and plan for working together as we move forward in the

process.

9/22/25:

Work Meeting. Present: Jameson Wilson, Jonas Hill, Jennifer Webster, Kirby

Metoxen, Fawn Billie, Fawn Cottrell, Kristal Hill, Rhiannon Metoxen, Grace Elliott.

The purpose of this meeting was to continue reading through the draft, as well as

review real world examples of the various scenarios covered in the law.

10/14/25:

Work Meeting. Present: Jameson Wilson, Jennifer Webster, Carl Artman, Grace

Elliott. The purpose of this meeting was to review real world examples illustrating the

practical application of each section of the draft law.

12/1/25:

Work Meeting. Present: Jameson Wilson, Jennifer Webster, Jonas Hill, Carl Artman,

Grace Elliott. The purpose of this meeting was to complete a full readthrough of the

draft UCC law.

1/15/26:

Work Meeting. Present: Jameson Wilson, Jennifer Webster, Carl Artman, Grace

Elliott. The purpose of this meeting was to review next steps in the legislative process

specific to the development of the UCC law.

Next Steps:

▪ Approve the draft Uniform Commercial Code and direct that a legislative analysis be

completed.

A good mind. A good heart. A strong fire.

Page 2 of 2

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Title 5. Business - Chapter 510

UNIFORM COMMERCIAL CODE

510.1. Purpose and Policy.

510.2. Adoption, Amendment Repeal.

510.3. Definitions

510.4. General Provisions

510.5. Effectiveness. Attachment and Rights of Parties

510.6. Perfection and Priority

510.7. Rights of Third Parties

510.8. Filing

510.9. Default

510.10. Miscellaneous Provisions

510.1. Purpose and Policy.

510.1-1. Purpose. The purpose of this law is to provide a clear and fair structure for the regulation of

commercial transactions within the Nation.

510.1-2. Policy. It is the policy of the Oneida Nation to promote economic development and the

continued expansion of commercial practices involving the Nation, and in doing so, to honor the Good

Mind principles that guide the Nation in all of its governmental and economic endeavors. The Nation

embraces Yukwats$stay< the fire, the animating spirit within each of us as a reminder that protecting

our People, our sovereignty, and our economic future is an expression of who we are. These principles

serve as the foundation for the development and application of commercial laws, including the

Uniform Commercial Code. The Good Mind as expressed by On<yote>a=ka, includes:

(a) Kahletsyal&sla. The heartfelt encouragement of the best in each of us.

(b) Kanolukhw@sla. Compassion, caring, identity, and joy of being.

(d) Ka>tshatst^sla. The strength of belief and vision as a People.

(e) Kalihwi=y%. The use of the good words about ourselves, our Nation, and our future.

(f) Twahwahts$lay<. All of us are family.

(g) Yukwats$stay<. Our fire, our spirit within each one of us.

510.2. Adoption, Amendment Repeal.

510.2-1. This law was adopted by the Oneida Business Committee by resolution BC-XX-XX-XX.

510.2-2. This law may be amended or repealed by the Oneida Business Committee pursuant to the

procedures set out in the Legislative Procedures Act.

510.2-3. Should a provision of this law or the application thereof to any person or circumstances be

held as invalid, such invalidity shall not affect other provisions of this law which are considered to

have legal force without the invalid portions.

510.2-4. In the event of a conflict between a provision of this law and a provision of another law, the

provisions of this law shall control.

510.2-5. This law is adopted under authority of the Constitution of the Oneida Nation.

510.3. Definitions

510.3-1. This section shall govern the definitions of words and phrases used within this law. All

words not defined herein shall be used in their ordinary and everyday sense.

(a) “Accession” means goods that are physically united with other goods in such a manner

that the identity of the original goods is not lost.

(b) “Account" except as used in “account for”,

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(1) means a right to payment of a monetary obligation whether or not earned by

performance;

(i) for property that has been or is to be sold, leased, licensed, assigned, or

otherwise disposed of:

(A) for services rendered or to be rendered;

(B) for a policy of insurance issued or to be issued;

(D) for energy provided or to be provided;

(E) for the use or higher of a vessel under a charter or other contract

arising out of the use of a credit or charge card or information contained

on or for use with the card; or

(F) as winnings in a lottery or other game of chance operated or

sponsored by a tribe, governmental unit of a tribe, a person licensed or

authorized by a tribe or governmental unit of a tribe to operate the

game, a state, governmental unit of a state, or person licensed or

authorized to operate the game by a state or governmental unit of a

state;

(2) includes health-care insurance receivables; and

(3) does not include:

(i) rights to payment evidenced by chattel paper or an instrument;

(ii) commercial tort claims;

(iii) deposit accounts;

(iv) securities or investment accounts, including assets held in investment

accounts;

(v) letter-of-credit rights or letters of credit; or

(vi) rights to payment for money or funds advanced or sold, other than rights

arising out of the use of a credit or charge card or information contained on or

for use with the card.

intangible. The term does not include a person obligated to pay a negotiable instrument, even

if the instrument constitutes chattel paper.

(d) “Agreement” as distinguished from “contract”, means the bargain of the parties in fact, as

found in their language or inferred from other circumstances, including course of performance,

course of dealing, or usage of trade as provided in the section on those terms (Section 510.510).

(e) “Agricultural Lien” means an interest in farm products:

(1) which secures payment or performance of an obligation for:

(i) goods or services furnished in connection with a debtor’s farming operation;

(ii) rent on real property leased by a debtor in connection with its farming

operation;

(2) which is created by law in favor of a person that:

(i) in the ordinary course of its business furnished goods or services to a debtor

in connection with the debtor’s farming operation; or

(ii) leased real property to a debtor in connection with the debtor’s farming

operation; and

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(3) whose effectiveness does not depend on the person’s possession of the personal

property.

(f) “As-extracted collateral” means:

(1) oil, gas, or other minerals that are subject to security interest that:

(i) is created by a debtor having an interest in the minerals before extraction;

and

(ii) attaches to the minerals as extracted; or

(2) accounts arising out of the sale at the wellhead or Minehead of oil, gas, or other

minerals in which the debtor had an interest before extraction.

(g) “Buyer in ordinary course of business” means a person that buys goods in good faith,

without knowledge that the sale violates the rights of another person in the goods, and in the

ordinary course from a person, other than a pawn broker, in the business of selling goods of

that kind. A person buys goods in the ordinary course if the sale to the person comports with

the usual or customary practices in the kind of business in which the seller is engaged or with

the sellers own usual or customary practices. A person that sells oil, gas, or other minerals at

the wellhead or minehead is a person in the business of selling goods of that kind. A buyer in

ordinary course of business may buy for cash, by exchange of other property, or on secured

or unsecured credit, and may acquire goods or documents of title under a pre-existing contract

for sale. Only a buyer that takes possession of the goods or has the right to recover the goods

from the seller under other applicable law may be a buyer in ordinary course of business.

“Buyer in ordinary course of business” does not include a person that acquires goods in a

transfer in bulk or as security for or in total or partial satisfaction of a money debt.

(h) “Cash proceeds” means money, checks, deposit accounts, or the like.

(i) “Certified security” means a security that is represented by a certificate.

(j) “Certificate of title” means a written certificate issued by a governmental unit of a state or

tribe or other record maintained by a governmental unit of a state or tribe with respect to which

a statute or law provides for the security interest in question to be indicated on the certificate

or record as a condition or result of the security interest’s obtaining priority over the rights of

a lien creditor with respect to the collateral.

(k) “Chattel paper” means a record or records that evidence both a monetary obligation and a

security interest in specific goods, a security interest in specific goods and software used in

the goods, a security interest in specific goods and license of software used in the goods, a

lease of specific goods, or a lease of specific goods and license of software used in the goods.

In this paragraph, “monetary obligation” means an obligation secured by the goods or owed

under a lease of the goods and includes such an obligation with respect to software used in the

goods. The term does not include:

(1) charters or contracts involving the hire of a vessel or

(2) records that evidences a right to payment arising out of the use of a credit or charge

card, or information contained on or for use with the card. If a transaction is evidenced

by records that include an instrument or series of instruments, the group of records

taken together constitutes chattel paper.

(l) “Collateral” means the property subject to a security interest or agricultural lien. The term

includes:

(1) proceeds to which a security interest attaches;

(2) accounts, chattel paper, payment intangibles, and promissory notes that have been

sold; and

(3) goods that are the subject of a consignment.

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(m) “Commercial tort claim” means a claim arising in tort with respect to which:

(1) the claimant is an organization; or

(2) the claimant is an individual and the claim:

(i) arose in the course of the claimant’s business or profession; and

(ii) does not include damages arising out of personal injury to or the death of

an individual.

(g) “Business Day” means Monday through Friday from 8:00 a.m. to 4:30 p.m., excluding

holidays recognized by the Nation.

(b) “Business Entity” means that which exists as a particular and discrete unit, which may

include, but is not limited to; any person, partnership, corporation, joint venture, franchise,

governmental enterprise, or any other natural or artificial person or organization. The term

“entity” is intended to be as broad and encompassing as possible to ensure the jurisdiction of

this law.

(d) “Judiciary” means the judicial system that was established by Oneida General Tribal

Council resolution GTC-01-07-13-B to administer the judicial authorities and responsibilities

of the Nation.

(e) “License Fee” means that fee charged for a vendor’s license issued in accordance with this

law.

(f) “Nation” means the Oneida Nation.

(g) “Rule” means a set of requirements enacted in accordance with the Administrative

Rulemaking law.

(h) “Vendor’s License” means a license issued by the Oneida Vendor License Department to

a business entity that provides a service for, or that does business with the Nation.

510.4. General Provisions

510.4-1. No Waiver of Sovereign Immunity. The sovereign immunity of neither the Oneida Nation

nor of any of its agencies or instrumentalities is waived with respect to any provision of any

transaction subject to this Law, absent a recorded, properly ratified, express waiver of sovereign

immunity.

510.4-2. No Application Property Not Alienable. This Law does not apply to any property interest

that is subject to federal restrictions regarding sale, transfer, or encumbrance.

510.4-3. Notice; Knowledge.

(a) Subject to subsection (f), a person has “notice” of a fact if the person:

(1) has actual knowledge of it;

(2) has received a notice or notification of it; or

(3) from all the facts and circumstances known to the person at the time in question,

has reason to know that it exists.

(b) “Knowledge” means actual knowledge. “Knows” has a corresponding meaning.

to know.

(d) “Notifying or giving notice or notification” A person “notifies” or “gives” a notice or

notification to another person by taking such steps as may be reasonably required to inform

the other person in ordinary course, whether or not the other person actually comes to know

of it.

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(e) “Receipt generally”. Subject to subsection (f), a person “receives” a notice or notification

when:

(i) it comes to that person’s attention; or

(ii) it is duly delivered in a form reasonable under the circumstances at the place of

business through which the contract was made or at another location held out by that

person as the place for receipt of such communications.

(f) “Receipt by organization”. Notice, knowledge, or a notice or notification received by an

organization is effective for a particular transaction from the time it is brought to the

attention of the individual conducting that transaction and, in any event, from the time it

would have been brought to the individual’s attention if the organization had exercised due

diligence. An organization exercises due diligence if it maintains reasonable routines for

communicating significant information to the person conducting the transaction and there is

reasonable compliance with the routines. Due diligence does not require an individual acting

for the organization to communicate information unless the communication is part of the

individual’s regular duties, or the individual has reason to know of the transaction and that

the transaction would be materially affected by the information.

510.4-4. Value. Except as otherwise provided under applicable laws dealing with negotiable

instruments, bank deposits, letters of credit and bulk transfers and sales, a person gives value for

rights if the person acquires them:

(a) in return for a binding commitment to extend credit or for the extension of immediately

available credit, whether or not drawn upon and whether or not a chargeback is provided for

in the event of difficulties in collection;

(b) as security for, or in total or partial satisfaction of, a preexisting claim;

(d) in return for any consideration sufficient to support a simple contract.

510.4-5. Lease Distinguished from Security Interest.

(a) Basic test. Whether a transaction in the form of a lease creates a lease or security interest

is determined by the facts of each case.

(b) Transactions that create security interests. A transaction in the form of a lease creates a

security interest if the consideration that the lessee is to pay the lessor for the right to

possession and use of the goods is an obligation for the term of the lease and is not subject to

termination by the lessee, and:

(1) the original term of the lease is equal to or greater than the remaining economic

life of the goods;

(2) the lessee is bound to renew the lease for the remaining economic life of the

goods or is bound to become the owner of the goods;

(3) the lessee has an option to renew the lease for the remaining economic life of the

goods for no additional consideration or for nominal additional consideration upon

compliance with the lease agreement; or

(4) the lessee has an option to become the owner of the goods for no additional

consideration or for nominal additional consideration upon compliance with the lease

agreement.

create a security interest merely because:

(1) the present value of the consideration the lessee is obligated to pay the lessor for

the right to possession and use of the goods is substantially equal to or is greater than

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the fair market value of the goods at the time the lease is entered into;

(2) the lessee assumes risk of loss of the goods;

(3) the lessee agrees to pay, with respect to the goods, taxes, insurance, filing,

recording, or registration fees, or service or maintenance costs;

(4) the lessee has an option to renew the lease or to become the owner of the

goods;

(5) the lessee has an option to renew the lease for a fixed rent that is equal to or

greater than the reasonably predictable fair market rent for the use of the goods for the

term of the renewal at the time the option is to be performed; or

(6) the lessee has an option to become the owner of the goods for a fixed price that is

equal to or greater than the reasonably predictable fair market value of the goods at

the time the option is to be performed.

510.4-6. General Scope.

(a) General Scope of the Law. Except as otherwise provided in Section 510.4-7 (Excluded

Transactions) this Law applies to the following, if within the jurisdiction of the Nation:

(1) any transaction, regardless of its form, that creates a security interest in personal

property or fixtures by contract;

(2) an agricultural lien;

(3) a sale of accounts, chattel paper, payment intangibles, or promissory notes;

(4) a consignment; and

(5) any other commercial activity, including a sale of goods, other transaction in

goods, a negotiable instrument, bank deposit and collection, finds transfer, letter of

credit, document of title and investment security, to the extent the commercial activity

is implicated in paragraph (1), (3) or (4).

(b) Consistency in Application. Subject to Section 510.4-10 the application of this Law to a

type of transaction enumerated in subsection 510.4-6(a)(5) is to be derived from the context

involved, with due consideration for consistency in application with uniform principles of

commercial and contract law operative in the United States.

in a secured obligation is not affected by the fact that the obligation is itself secured by a

transaction or interest to which this Law does not apply.

510.4-7. Excluded Transactions. This Law does not apply to:

(a) a landlord’s lien, other than an agricultural lien;

(b) a lien, other than an agricultural lien, given by statute or other rule of law for services or

materials, but Section 510.6-14(k) (Particular Priority Rules) applies with respect to priority

of the lien.

(d) an assignment of a claim for wages, salary, or other compensation of an employee;

(e) a sale of accounts, chattel paper, payment intangibles, or promissory notes as part of a

sale of the business out of which they arose;

(f) an assignment of accounts, chattel paper, payment intangibles, or promissory notes

which is for the purpose of collection only;

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(g) an assignment of a right to payment under a contract to an assignee that is also

obligated to perform under the contract;

(h) a right of recoupment or set-off, but Section 510.6-1(k) applies with respect to

defenses or claims of an account debtor; an assignment of a right represented by a

judgment, other than a judgment taken on a right to payment that was collateral;

(i) the creation or transfer of an interest in or lien on real property, including a lease or

rents thereunder, except to the extent that provision is made for:

a. a fixture filing; and

b. security agreements covering personal and real property in Section 510.9-4;

(j) an assignment of a claim arising in tort, other than a commercial tort claim, except as

provided with respect to proceeds and priorities in proceeds; or

(k) an assignment of a deposit account, except as provided with respect to proceeds and

priorities in proceeds.

510.4-8. Administration of Law; Authority to Promulgate Regulations/Rulemaking Authority. The

[name of the Oneida department or division], or its designated successor, is charged with the

administration of this Law. In accordance with Administrative Rulemaking Law the [insert name of

Oneida department or division], or its designated successor may promulgate regulations necessary

for the effective implementation and enforcement of this Law.

510.4-9. Obligation of Good Faith. Every contract or duty within this Law imposes, with respect to

its performance and enforcement, an obligation that each party be honest and act in a manner that is

consistent with reasonable commercial standards of fair dealing.

510.4-10. Course of Performance, Course of Dealing, and Usage of Trade.

(a) Course of performance defined. A “course of performance” is a sequence of conduct

between the parties to a particular transaction that exists if:

(1) the agreement of the parties with respect to the transaction involves repeated

occasions for performance by a party; and

(2) the other party, with knowledge of the nature of the performance and opportunity

for objection to it, accepts the performance or acquiesces in it without objection.

(b) Course of dealing defined. A “course of dealing” is a sequence of conduct concerning

previous transactions between the parties to a particular transaction that is fairly to be

regarded as establishing a common basis of understanding for interpreting their expressions

and other conduct.

a local custom or tradition of the Oneida Nation, having such regularity of observance in a

place, vocation, or trade as to justify an expectation that it will be observed with respect to

the transaction in question. The existence and scope of such a usage must be proved as facts.

If it is established that such a usage is embodied in a trade code or similar record, the

interpretation of the record is a question of law.

(d) Effect. A course of performance or course of dealing between the parties or usage of trade

in the vocation or trade in which they are engaged or of which they are or should be aware is

relevant in ascertaining the meaning of the parties’ agreement, may give particular meaning

to specific terms of the agreement, and may supplement or qualify the terms of the

agreement. A usage of trade applicable in the place in which part of the performance under

the agreement is to occur may be so utilized as to that part of the performance.

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(e) Practical construction; hierarchy. Except as otherwise provided in subsection (f), the

express terms of an agreement and any applicable course of performance, course of dealing,

or usage of trade must be construed whenever reasonable as consistent with each other. If

such a construction is unreasonable:

(1) express terms prevail over course of performance, course of dealing, and usage of

trade;

(2) course of performance prevails over course of dealing and usage of trade; and

(3) course of dealing prevails over usage of trade.

(f) Subject to other applicable law, a course of performance is relevant to show a waiver or

modification of any term inconsistent with the course of performance.

(g) Evidence of a relevant usage of trade offered by one party is not admissible unless that

party has given the other party notice that the court finds sufficient to prevent unfair surprise

to the other party.

510.4-11. Purchase Money Security Interest.

(a) Definitions in this Section:

(1) “Purchase-money collateral” means goods or software that secures a purchasemoney obligation incurred with respect to that collateral.

(2) “Purchase-money obligation” means an obligation of an obligor incurred as all

or part of the price of the collateral or for value given to enable the debtor to

acquire rights in or the use of the collateral is the value is in fact so used.

(b) Purchase-money security interest in goods. A security interest in goods is a purchasemoney security interest:

(1) to the extent that the goods are purchase-money collateral with respect to that

security interest;

(2) if the security interest is in inventory that is or was a purchase-money

collateral, also to the extent that the security interest secures a purchase-money

obligation incurred with respect to other inventory in which the secured party

holds or held a purchase-money security interest; and

(3) also to the extent that the security interest secures a purchase-money

obligation incurred with respect to software in which the secured party holds or

held a purchase-money security interest.

(c) Purchase-money interest in software. A security interest in software is a purchasemoney security interest to the extent that the security interest also secures a purchasemoney obligation incurred with respect to goods in which the secured party holds or held

a purchase-money security interest if:

(1) the debtor acquired its interest in the software in an integrated transaction in

which it acquired an interest in the goods; and

(2) the debtor acquired its interest in the software for the principal purpose of

using the software in the goods.

(d) Consigner’s inventory purchase-money security interest. The security interest in a

consignor in goods that are the subject of a consignment is a purchase-money security

interest in inventory.

(e) Application of payment in non-consumer transaction. In the transaction other than a

consumer transaction, if the extent to which a security interest is a purchase money

security interest depends on the application of a payment to a particular obligation, the

payment must be applied:

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(1) in accordance with any reasonable method of application to which the parties

agree;

(2) if paragraph one (1) does not apply, in accordance with the intention of the

obligor manifested at or before the time of payment; or

(3) if paragraphs one (1) and two (2) do not apply, in the following order:

i. to obligations that are not secured; and

ii. if more than one obligation is secured, to obligations secured by purchasemoney security interests in the order in which those obligations were incurred.

(f) No loss of purchase-money security interest. In a transaction other than a consumer

transaction, a purchase-money security interest does not lose its status as such, even if:

(1) the purchase money collateral also secures an obligation that is not a

purchase-money obligation;

(2) collateral that is not purchase-money collateral also secures the purchasemoney obligation; or

(3) the purchase-money obligation had been renewed, refinanced, consolidated, or

restructured.

(g) Burden of proof in non-consumer transaction. In a transaction other than a consumergoods transaction, a secured party claiming a purchase-money security interest has the

burden of establishing the extent to which the security interest is a purchase-money

security interest.

(h) Non-consumer goods transaction; no interference. The limitation of the rules in

subsections (e), (f), and (g) to transactions other than a consumer-goods transactions is

intended to leave to the court the determination of the proper rules in a consumer-goods

transactions. The court may not infer from that limitation the nature of the proper rule in

consumer-goods transactions and may continue to apply established approaches.

510.4-12. Sufficiency of Description. Except as otherwise provided in subsections (b) and (c), a

description of personal or real property is sufficient, whether or not it is specific, if it reasonably

identifies what is described.

(a) Examples of reasonable identification. Except as otherwise provided in subsection (c), a

description of collateral reasonably identifies the collateral if it identifies the collateral by:

(1) a type of collateral defined in this Law; or

(2) except as otherwise provided in subsection (b), any other method, if the identity of

the collateral is objectively determinable.

(b) Broad, generic descriptions insufficient. In a security agreement, a description of

collateral as “all the debtor’s assets” or “all the debtor’s personal property” or using words of

similar import does not reasonably identify the collateral.

Law is an insufficient description of:

(1) a commercial tort claim; or

(2) in a consumer transaction, any collateral.

510.4-13. Parties Power to Choose Applicable Law.

(a) Choice of law generally. Except as provided in subsection (b) and unless preempted by

federal law, if a transaction bears a reasonable relation to the Oneida Nation and also to

another tribe, state, or country, the parties may agree that the law either of the Oneida Nation

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or of the other tribe, state, or country governs the parties’ rights and duties. In the absence of

an effective agreement, this Law applies to all transaction bearing an appropriate relation to

the Oneida Nation. The fact that the law of another tribe, state, or country is applicable as

provided in this section does not affect the jurisdiction or venue of the Oneida Nation or of

any agency or instrumentality of the Oneida Nation.

(b) When agreement ineffective. An agreement otherwise effective under subsection (a) is

ineffective in any of the following cases:

(1) in a consumer transaction;

(2) to the extent the agreement purports to vary the provision of Section 510.6,

concerning the law governing perfection and priority; or

(3) to the extent that application of the law of the tribe, state, or country designated in

the agreement would be contrary to a fundamental policy of the Oneida Nation.

510.5. Effectiveness, Attachment and Rights of Parties

510.5-1. General Effectiveness of Security Agreement.

(a) General effectiveness. Except as otherwise provided in this Law or other applicable law, a

security agreement is effective according to its terms between the parties, against purchasers

of the collateral, and against creditors.

(b) Applicable consumer laws and other laws. A transaction under this Law is subject to:

(1) any applicable rule of law which establishes a different rule for consumers;

(2) any other applicable tribal, federal, or state statute or regulation that regulates the

rates, charges, agreements, and practices for loans, credit sales, or other extensions of

credit; and

(3) any consumer-protection statute or regulation.

statute, or regulation described in subsection (b), the rule of law, statute, or regulation

prevails.

510.5-2. Attachment and Enforceability of Security Interest; Proceeds; Formal Requisites.

(a) Attachment. A security interest attaches to collateral when it becomes enforceable against

the debtor with respect to the collateral, unless an agreement expressly postpones the time of

attachment.

(b) Enforceability. Except as otherwise provided in subsections (c) through (g), a security

interest is enforceable against the debtor and third parties with respect to the collateral only

if:

(1) value has been given;

(2) the debtor has rights in the collateral or the power to transfer rights in the

collateral to a secured party; and

(3) one (1) of the following is met:

i. the debtor has a signed security agreement that provides a description of the

collateral and, if the security interest covers timber to be cut, a description of

the land concerned;

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ii. the collateral is in the possession of the secured party pursuant to the

debtor’s security agreement and this Law; or

iii. the collateral is a security or an investment account and the secured party

has control pursuant to the debtor’s security agreement.

under applicable law or agreement, any recognized security interest of a letter-of-credit issuer

or nominated person under applicable law or agreement, a security interest arising under

recognized sales and leases law, and a security interest in a security or in an investment

account arising due to the purchase or delivery of the financial asset.

(d) Proceeds and supporting obligations. The attachment of a security interest in collateral

gives the secured party the rights to proceeds provided by this Law and is also attachment of

a security interest in a supporting obligation for the collateral.

(e) Lien securing right to payment. The attachment of a security interest in a right to payment

or performance secured by a security interest, mortgage or other lien on personal or real

property is also attachment of a security interest in the security interest, mortgage, or other

lien.

(f) Certain items credited to investment account. The attachment of a security interest in an

investment account is also attachment of a security interest in any securities or commodity

contracts credited to the investment account.

(g) Other persons bound. Law other than this Law determines if and when another person

becomes bound by a security agreement entered into by a debtor.

510.5-3. After-Acquired Collateral; Future Advances.

(a) After-acquired collateral. Except as otherwise provided in subsection (b), a security

agreement may create or provide for a security interest in after-acquired collateral.

(b) After-acquired property clause not effective. A security interest does not attach under a

term constituting an after-acquired property clause to:

(1) consumer goods, other than an accession when given as additional security, unless

the debtor acquires rights in them within ten (10) days after the secured party gives

value; or

(2) a commercial tort claim.

accounts, chattel paper, or payment intangibles are sold in connection with future advances

or other values, whether or not the advances or value are given pursuant to the commitment.

510.5-4. Rights and Duties when Collateral is in Secured Party’s Possession or Control.

(a) Duty of care when secured party in possession. A secured party shall use reasonable care

in the custody and preservation of collateral in the secured party’s possession.

(b) Right of repledge. A secured party having possession or control of securities or control of

an investment account may create a security interest in the collateral.

paper, payment intangibles, or promissory notes or a consignor, subsection (a) does not apply

unless the secured party is entitled under an agreement:

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(1) to charge back uncollected collateral; or

(2) otherwise to full or limited recourse against the debtor or a secondary obligor

based on nonpayment or other default of an account debtor or other obligor on the

collateral.

510.5-5. Additional Duties of Certain Secured Parties.

(a) Applicability of section. This section applies to cases in which there is no outstanding

secured obligation, and the secured party is not committed to make advances, including

obligations, or otherwise give value.

(b) Duty of secured party in control of investment account. Within ten (10) tribal business

days after receiving a signed demand by the debtor, a secured party having control of an

investment account shall send to the investment intermediary with which the investment

account is maintained a signed statement that releases the investment intermediary from any

further obligation to comply with instructions originated by the secured party.

tribal business days after receiving a signed demand by the debtor, a secured party shall send

to an account debtor that has received notification of an assignment to the secured party as

assignee Section 9-403, a signed record that releases the account debtor from any further

obligation to the secured party. However, this subsection does not apply to an assignment

constituting the sale of an account, chattel paper, or payment intangible.

510.5-6. No Interest Retained in Right to Payment that is Sold; Retained Power of Seller of Account

or Chattel Paper.

(a) Seller retains no interest. A debtor that has sold an account, chattel paper, payment

intangible, or promissory note does not retain a legal or equitable interest in the property

sold.

(b) Power of debtor with respect to account or chattel paper sold. A debtor that has sold an

account or chattel paper has the power to transfer a security interest in the account or chattel

paper:

(1) while the buyer’s security interest is unperfected; or

(2) to a person that, before the sale, filed a financing statement identifying the account

or chattel paper sold as collateral, while the financing statement remains effective.

510.5-7. Request for Accounting; Request Regarding List of Collateral or Statement of Account.

(a) A debtor may sign a record indicating what the debtor believes to be the aggregate

amount of unpaid indebtedness as of specified date and send it to the secured party with a

request that the statement be approved or corrected and returned to the debtor. When the

security agreement or any other record kept by the secured party identifies the collateral a

debtor may similarly request the secured party to approve or correct a list of collateral.

(b) A secured party, other than a buyer of accounts, chattel paper, payment intangibles or

promissory notes or a consignor, must comply with such a request within ten (10) tribal

business days after receipt by sending a written correction or approval. If the secured

party claims a security interest in all of a particular type of collateral owned by the debtor

the secured party may indicate that fact in the reply and need not approve or correct an

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itemized list of such collateral. If the secured party no longer has an interest in the

obligation or collateral at the time the request is received, the secured party must disclose

the name and address of any known successor in interest. A successor in interest is not

subject to this section until a request is received by the successor.

secured party may require payment of a charge not exceeding $25 for each additional

statement furnished.

510.6. Perfection and Priority

510.6-1. Law Governing Perfection and Priority of Security Interests. Except as otherwise provided

in Section 510.6-2, the following rules determine the law governing perfection, the effect of

perfection or non-perfection, and the priority of a security interest in collateral:

(a) Except as otherwise provided in this section, the Law of the Oneida Nation governs

perfection, the effect of perfection or non-perfection, and the priority of a security interest in

collateral:

(1) if the security interest is created pursuant to this Law;

(2) from the time that the debtor becomes subject to the jurisdiction of the Oneida

Nation under section 510.6-11(d) and (e); or

(3) from the time that the collateral is transferred to a person that thereby becomes a

debtor and is subject to the jurisdiction of the Oneida Nation.

(b) Except as provided in paragraph (c), while the goods are located in a jurisdiction, the

local law of that jurisdiction governs:

(1) perfection of a security interest in the goods by filing a fixture filing;

(2) perfection of a security interest in timber to be cut; and

(3) perfection, the effect of perfection or non-perfection, and the priority of an

agricultural lien on farm products.

perfection, the effect of perfection, non-perfection, and the priority of a security interest in

as-extracted collateral.

(d) This section does not determine the law governing matters not expressly referred to

herein, including attachment, validity, characterization, and enforcement.

510.6-2. Law Governing perfection and Priority of Security Interests in Goods Covered by a

Certificate of Title.

(a) Applicability of section. This section applies to goods covered by a certificate of title,

even if there is no other relationship between the jurisdiction under whose certificate of title

the goods are covered and the goods of the debtor.

(b) When goods covered by certificate of title. Goods become covered by a certificate of title

when a valid application for the certificate of title and the applicable fee are delivered to the

appropriate authority. Goods cease to be covered by a certificate of title at the earlier of the

time the certificate of title ceases to be effective under the law of the issuing jurisdiction or

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the time the goods become covered subsequently by a certificate of title issued by another

jurisdiction.

goods are covered governs perfection, the effect of the perfection or non-perfection, and the

priority of a security interest in goods covered by a certificate of title from the time the

goods become covered by the certificate of title until the goods cease to be covered by the

certificate of title.

510.6-3. When Security Interest or Agricultural Lien is Perfected; Continuity of Perfection.

(a) Perfection of security interest. Except as otherwise provided in this section and Section 9309, a security interest is perfected if it has attached and all of the applicable requirements

for perfection set forth in this Law have been satisfied. A security interest is perfected when

it attaches if the applicable requirements are satisfied before the security interest attaches.

(b) Perfection of agricultural lien. An agricultural lien is perfected if it has become effective

and all of the applicable requirements for perfection set forth in this Law have been satisfied.

An agricultural lien is perfected when it becomes effective if the applicable requirements are

satisfied before the agricultural lien becomes effective.

lien is perfected continuously if it is originally perfected by one method under this Law and

is later perfected by another method under this Law, without an intermediate period when it

was unperfected.

(d) Supporting obligation. Perfection of a security interest in collateral also perfects a

security interest in a supporting obligation for the collateral.

(e) Lien securing right to payment. Perfection of a security interest in a right to payment or

performance also perfects a security interest in a security interest, mortgage, or other lien on

personal or real property securing the right.

(f) Certain items credited to investment account. Perfection of a security interest in an

investment account also perfects a security interest in any securities or commodity contracts

credited to the investment account.

510.6-4. Security Interest Perfected Upon Attachment. The following security interests are perfected

when they attach:

(a) a purchase-money security interest in consumer goods, except as otherwise provided in

Section 510.6-6(b) regarding goods subject to certain laws, regulations or treaties;

(b) a security interest created by an assignment of accounts which does not by itself or in

conjunction with other assignments to the same assignee transfer a significant part of the

assignors outstanding accounts;

(d) a security interest created by an assignment of a health-care-insurance receivable to the

provider of the health-care goods or services;

(e) a security interest created by an assignment of a beneficial interest in a decedents estate;

and

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(f) a security interest created by an assignment by an individual of an account that is a right

to payment of winnings in a lottery or other game of chance.

510.6-5. When Filing Required to Perfect Security Interest or Agricultural Lien; Security Interests

and Agricultural liens to which Filing Provisions Do Not Apply.

(a) General rule: perfection by filing. Except as otherwise provided in subsection (b) and

Sections 510.6-7 and 510.6-8, a financing statement must be filed to perfect all security

interests and agricultural liens.

(b) Exceptions: filing not necessary. The filing of a financing statement is not necessary to

perfect a security interest:

(1) that is perfected under Section 510.6-3(c), dealing with liens securing rights to

payment;

(2) that is perfected when it attaches under Section 510.6-4;

(3) in property subject to a law, regulation, or treaty described in Section

510.6-6(a);

(4) in goods in possession of a bailee which is perfected under Section 510.6-7(d)(1)

or (2);

(5) in certificated securities, negotiable documents, goods, or instruments which is

perfected without filing or possession under Section 510.6-7(e), (f) or (g);

(6) in collateral in the secured party’s possession under Section 510-6-8;

(7) in a security or an investment account perfected by control under Section 510.6-9;

(8) in proceeds which is perfected under Section 510.6-10; or

(9) that is perfected under Section 510.6-11 relating to continued perfection of

security interests perfected under the law of another jurisdiction.

interest or agricultural lien, a filing under this Law is not required to continue the perfected

status of the security interest against creditors of and transferees from the original debtor.

510.6-6. Perfection of Security Interests in Property Subject to Certain Statutes, Regulations, and

Treaties.

(a) Security interest subject to other law. Except as otherwise provided in subsection (d), the

filing of a financing statement is not necessary or effective to perfect a security interest in

property subject to:

(1) any law of the United States whose requirements for a security interest obtaining

priority over the rights of a lien creditor with respect to the property preempt the

provisions of this Law requiring that security interests be perfected by filing;

(2) list any statute covering automobiles, trailers, mobile homes, boats, farm tractors,

or the like, which provides for a security interest to be indicated on a certificate of

title as a condition or result of perfection, and any central filing statute other than the

one provided by this Law; or

a statute of another jurisdiction which provides for a security interest to be indicated

(3) on a certificate of title as a condition or result of the security interest obtaining

priority over the rights of a lien creditor with respect to the property.

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(b) Compliance with other law. Compliance with the requirements of a law, regulation, or

treaty described in subsection (a) for obtaining priority over the rights of a lien creditor is

equivalent to the filing of a financing statement under this Law. Except as otherwise

provided in subsection (d) and the provisions of this Law providing for perfection by

possession when goods covered by a certificate of title issued by one jurisdiction become

covered by a certificate of title issued by another jurisdiction, a security interest in property

subject to a law, regulation, or treaty described in subsection (a) may be perfected only by

compliance with those requirements, and a security interest so perfected remains perfected

notwithstanding a change in the use or transfer of possession of the collateral.

the provisions of this Law providing for continued perfection when goods covered by a

certificate of title issued by one jurisdiction become covered by a certificate of title issued by

another jurisdiction, duration and renewal of perfection of a security interest perfected by

compliance with the requirements prescribed by a law, regulation, or treaty described in

subsection (a) are governed by the law, regulation, or treaty. In other respects, the security

interest is subject to this Law.

(d) Inapplicability to certain inventory. During any period in which collateral subject to a law

specified in subsection (a)(2) is inventory held for sale or lease by a person or leased by that

person as lessor and that person is in the business of selling goods of that kind, this section

does not apply to a security interest in that collateral created by that person.

510.6-7. Perfection of Security Interests in Chattel Paper, Documents, Goods Covered by

Documents, Instruments, and Money; Perfection by Permissive Filing; Temporary Perfection

Without Filing or Transfer of Possession.

(a) Perfection by filing permitted. A security interest in chattel paper, negotiable documents,

instruments, securities, or investment accounts may be perfected by filing.

(b) Possession of money. Except as otherwise provided in the provisions of this Law dealing

with perfection with respect to proceeds, a security interest in money may be perfected only

by the secured party taking possession under the provisions of this Law dealing with

perfection by possession.

has issued a negotiable document covering the goods:

(1) a security interest in the goods may be perfected by perfecting a security interest

in the document; and

(2) a security interest perfected in the document has priority over any security interest

in the goods that becomes perfected by another method during that time.

(d) Goods covered by nonnegotiable document. While goods are in the possession of a bailee

that has issued a nonnegotiable document covering the goods, a security interest in the goods

may be perfected by:

(1) issuance of a document in the name of the secured party;

(2) the bailees receipt of notification of the secured party’s interest; or

(3) filing as to the goods.

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(e) Temporary perfection: new value. A security interest in certificated securities, negotiable

documents, or instruments is perfected without filing or the taking of possession for a

period of 20 days from the time it attaches to the extent that it arises for new value given

under a signed security agreement.

(f) Temporary perfection: goods or documents made available to debtor. A perfected

security interest in a negotiable document or goods in possession of a bailee, other than one

that has issued a negotiable document for the goods, remains perfected for 20 days without

filing if the secured party makes available to the debtor the goods or documents representing

the goods for the purpose of:

(1) ultimate sale or exchange; or

(2) loading, unloading, storing, shipping, transshipping, manufacturing, processing, or

(3) otherwise dealing with them in a manner preliminary to their sale or exchange.

(g) Temporary perfection: delivery of security certificate or instrument to debtor. A perfected

security interest in a certificated security or instrument remains perfected for twenty (20)

days without filing if the secured party delivers the security certificate or instrument to the

debtor for the purpose of:

(1) ultimate sale or exchange; or

(2) presentation, collection, enforcement, renewal, or registration of transfer.

(h) Expiration of temporary perfection. After the 20-day period specified in subsection (e),

(f), or (g) expires, perfection depends upon compliance with this Law.

510.6-8. When Possession by Secured Party Perfects Security Interest Without Filing.

(a) Perfection by possession. Except as otherwise provided in subsection (b), a secured party

may perfect a security interest in certificated securities, negotiable documents, goods,

instruments, money, or chattel paper by taking possession of the collateral.

(b) Goods covered by certificate of title. With respect to goods covered by a certificate

of title issued by the Oneida Nation or a state, a secured party may perfect a security interest

in the goods by taking possession of the goods only in the circumstances described in Section

510.6-11(c), relating to continued perfection of goods covered by a certificate of title.

certificated securities and goods covered by a document, a secured party takes possession of

collateral in the possession of a person other than the debtor, the secured party, or a lessee of

the collateral from the debtor in the ordinary course of the debtor’s business, when:

(1) the person in possession signs a record acknowledging that it holds possession of

the collateral for the secured party’s benefit; or

(2) the person takes possession of the collateral after having signed a record

acknowledging that it will hold possession of collateral for the secured party’s

benefit.

(d)Time of perfection by possession; continuation of perfection. If perfection of a security

interest depends upon possession of the collateral by a secured party, perfection occurs no

earlier than the time the secured party takes possession and continues only while the secured

party retains possession.

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(e) Acknowledgment not required. A person in possession of collateral is not required to

acknowledge that it holds possession for a secured party’s benefit.

(f) Effectiveness of acknowledgment; no duties or confirmation. If a person acknowledges

that it holds possession for the secured party’s benefit:

(1) the acknowledgment is effective under subsection (c), even if the

acknowledgment violates the rights of a debtor; and

(2) unless the person otherwise agrees or law other than this Law otherwise provides,

the person does not owe any duty to the secured party and is not required to confirm

the acknowledgment to another person.

510.6-9. Perfection by Control. A security interest in a security or an investment account may be

perfected by control.

510.6-10. Secured Party’s Rights on Disposition of Collateral and in Proceeds.

(a) Disposition of collateral: continuation of security interest or agricultural lien; proceeds.

Except as otherwise provided in this Law and in any applicable law dealing with entrustment

of goods:

(1) a security interest or agricultural lien continues in collateral notwithstanding sale,

lease, license, exchange, or other disposition thereof unless the secured party

authorized the disposition free of the security interest or agricultural lien; and

(2) a security interest attaches to any identifiable proceeds of collateral.

(b) When commingled proceeds identifiable. Proceeds that are commingled with other

property are identifiable proceeds:

(1) if the proceeds are goods, to the extent provided by the provisions of this Law

dealing with commingled goods; and

(2) if the proceeds are not goods, to the extent that the secured party identifies the

proceeds by a method of tracing, including application of equitable principles, that is

permitted under law other than this Law with respect to commingled property of the

type involved.

security interest if the security interest in the original collateral was perfected.

(d) Continuation of perfection. A perfected security interest in proceeds becomes unperfected

on the twenty-first (21) day after the security interest attaches to the proceeds unless:

(1) the following conditions are satisfied:

(i) a filed financing statement covers the original collateral;

(ii) the proceeds are collateral in which a security interest may be perfected by

filing in the office in which the financing statement has been filed; and

(iii) the proceeds are not acquired with cash proceeds;

(2) the proceeds are identifiable cash proceeds; or

(3) the security interest in the proceeds is perfected other than under subsection (c)

when the security interest attaches to the proceeds or within 20 days thereafter.

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(e) When perfected security interest in proceeds becomes unperfected. If a filed financing

statement covers the original collateral, a security interest in proceeds which remains

perfected under subsection (d)(1) becomes unperfected at the later of:

(1) when the effectiveness of the filed financing statement lapses or is terminated

under the provisions of this Law dealing with lapse or termination; or

(2) the twenty-first (21) day after the security interest attaches to the proceeds.

510.6-11. Continued Perfection of Security Interest Following Change in Governing Law.

(a) Definition: “place of business”. In this section, “place of business” means a place where a

debtor conducts its affairs.

(b) General rule: effect on perfection of change in governing law. A security interest to

which this Law becomes applicable that is perfected pursuant to the law of another

jurisdiction remains perfected until the earliest of:

(1) the time perfection would have ceased under the law of that jurisdiction;

(2) the expiration of four months after the debtor becomes subject to the jurisdiction

of the Oneida Nation under subsections (e) and (f); or

(3) the expiration of one year after a transfer of collateral to a person that thereby

becomes a debtor and is subject to the jurisdiction of the Oneida Nation.

interest described in subsection (b) becomes perfected under the law of the Oneida Nation

before the end of the applicable period described in subsection (b), it remains perfected

thereafter until perfection lapses in accordance with this Law. Otherwise, it becomes

unperfected and is deemed never to have been perfected as against a purchaser of the

collateral for value.

(d) Goods covered by certificate of title from the Oneida Nation. A security interest to which

this Law becomes applicable which is perfected by any method under the law of another

jurisdiction when the goods become covered by a certificate of title from the Oneida Nation

remains perfected until the security interest would have become unperfected under the law of

the other jurisdiction had the goods not become so covered. However, the security interest

becomes unperfected as against a purchaser of the goods for value and is deemed never to

have been perfected as against a purchaser of the goods for value, if the applicable

requirements for perfection under Section 510.6-6(b) or 510.6-8 are not satisfied before the

earlier of:

(1) the time the security interest would have become unperfected under the law of the

other jurisdiction had the goods not become covered by a certificate of title from the

Oneida Nation; or

(2) the expiration of four months after the goods had become so covered.

(e) When debtor subject to jurisdiction of the Oneida Nation. In this section, a debtor is

subject to the jurisdiction of the Oneida Nation if:

(1) the debtor is an individual whose principal residence is within this jurisdiction or

who becomes a member of the Oneida Nation;

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(2) the debtor is an organization, other than a registered organization, and its sole

place of business or, if it has more than one place of business, its chief executive

office, is within this jurisdiction; or

(3) the debtor becomes:

(i) a registered organization that is organized solely under the law of the

Oneida Nation; or

(ii) incorporated under a charter issued to a tribe by the United States

Secretary of the Interior pursuant to 25 U.S.C. Section 477, as amended from

time to time.

(f) Continuation of jurisdiction: cessation of existence, etc. For purposes of subsection (e),

(1) a person other than a registered organization continues to be subject to the

jurisdiction of the Oneida Nation notwithstanding the fact that it ceases to exist, have

a residence, or have a place of business; and

(2) a registered organization continues to be subject to the jurisdiction of the Oneida

Nation notwithstanding:

(i) the suspension, revocation, forfeiture, or lapse of the registered

organization’s status; or

(ii) the dissolution, winding up, or cancellation of the existence of the

registered organization.

(g) Effect of filed financing statement with respect to after-acquired collateral. If a security

interest remains perfected under subsection (b)(2):

(1) a financing statement that perfected the security interest under the law applicable

before the debtor becomes subject to the jurisdiction of the Oneida Nation is effective

to perfect a security interest in collateral to which a security interest attaches after the

debtor becomes subject to the jurisdiction of the Oneida Nation until the earlier of the

times or events described in subsection (b)(1) and (2); and

(2) subsection (c) applies to after-acquired collateral to the same extent that it applies

to collateral to which the security interest attached before the debtor became subject

to the jurisdiction of the Oneida Nation.

510.6-12. Priority. Subpart.

510.6-13. Interests that Take Priority Over Security Interest or Agricultural Lien.

(a) Subordination to certain lien creditors and purchasers. Subject to subsection (b), security

interest or agricultural lien is subordinate to the rights of:

(1) a person that becomes a lien creditor before the security interest is perfected;

(2) a buyer of tangible personal property, lessee of goods, licensee of a general

intangible, or buyer of accounts or general intangibles or securities which:

(i) gives value;

(ii) for a buyer of tangible personal property, lessee of goods, or buyer of a

security certificate, acquires possession; and

(iii) lacks knowledge of the security interest or agricultural lien before it is

perfected; or

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(3) a secured party entitled to priority under subsection (c).

(b) Purchase-money grace period. A purchase-money secured party that files a financing

statement before or within twenty (20) days after the debtor acquires possession of the

collateral has priority over the rights of a buyer, lessee or lien creditor which arise between

the time the security interest attaches and the time of filing.

security interests and agricultural liens in the same collateral is determined as follows:

(1) Conflicting perfected security interests and agricultural liens in the same collateral

rank according to priority in time of filing or perfection. Priority dates from the

earlier of the time a filing covering the collateral is first made or the security interest

or agricultural lien is first perfected, if there is no period thereafter when there is

neither filing nor perfection.

(2) A perfected security interest or agricultural lien has priority over a conflicting

unperfected security interest or agricultural lien.

(3) The first security interest or agricultural lien to attach has priority if conflicting

security interests and agricultural liens are unperfected.

(d) Time of perfection for proceeds. The time of filing or perfection as to a security interest in

collateral is also the time of filing or perfection as to a security interest in proceeds, except as

provided in Section 510.6-13.

(e) Priority in proceeds. Except as provided elsewhere in this part, a security interest that has

priority under Section 510.6-13(e), (f) or (j) also has priority over a conflicting security

interest in proceeds if:

(1) the security interest in proceeds is perfected;

(2) the proceeds are cash proceeds or of the same type as the collateral; and

(3) in the case of proceeds of proceeds, all intervening proceeds are cash proceeds,

proceeds of the same type as the collateral, or an account relating to the collateral.

(f) First-to-file rule for certain collateral. The order of filing determines priority in proceeds

if:

(1) a security interest in chattel paper, a negotiable document, instrument, security or

(2) investment account is perfected by a method other than filing; and

(3) the proceeds are not cash proceeds, chattel paper, negotiable documents,

instruments, securities, investment accounts or letter-of-credit rights.

(g) Deferral to other applicable law. If applicable law other than this Law gives a security

interest or right of set-off to a collecting bank, an issuer or nominated person with respect

to a letter of credit, a buyer [or seller] or lessee of goods, or in personal property that is not

subject to this Law, that law governs a conflict with this Law.

510.6-14. Particular Priority Rules.

(a) Relationship to preceding Section. This section creates exceptions to the priority rules of

Section 510.6-13.

(b) Consignee deemed to have rights of consignor. For the purpose of this Law, while goods

are in the possession of a consignee, the consignee is deemed to have rights and title to the

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goods identical to those the consignor had or had power to transfer. If Part 3 of this Law

results in the consignor having priority over a creditor of the consignee, law other than this

Law determines the rights and title of the consignee with regard to that creditor.

this subsection, a buyer in ordinary course of business, a person that takes a non-exclusive

license of a general intangible in ordinary course of business, or a person that takes a lease of

goods in ordinary course of business, takes its interest in the collateral free of a security

interest in the collateral created by the seller, licensor, or lessor, even if the security interest

is perfected and the buyer, licensee or lessee knows of its existence. Whether a licensee or

lessee takes its interest in ordinary course of business is determined by criteria parallel to

those used to determine whether a buyer is a buyer in ordinary course of business under

Section 510.3-1(g). This subsection does not apply to:

(1) a buyer of farm products from a person engaged in farming operations, unless

the buyer:

(i) obtains from the seller a notarized statement setting forth the name and

address of any person that has a security interest in the farm products; and

(ii) either obtains a consent to the sale free of the security interest from

the secured party or makes payment for the farm products jointly to the seller

and the secured party; and

(2) a buyer of goods in the possession of the secured party under Section 510.6-8.

(d) Buyer of consumer goods takes free of security interest. Unless goods are in the

possession of the secured party under Section 510.6-8, a buyer of goods from a person who

used or bought the goods for use primarily for personal, family or household purposes takes

free of a security interest, even if perfected, if the buyer buys:

(1) without knowledge of the security interest;

(2) for value;

(3) primarily for the buyer’s personal, family, or household purposes; and

(4) for goods having a value of $5,000 or more, before the filing of a financing

statement covering the goods.

(e) Purchaser of chattel paper or instrument. The following rules apply to a purchaser of

chattel paper or an instrument:

(1) The purchaser of chattel paper or an instrument has priority over a security

interest if:

(i) the purchaser, in good faith and in the ordinary course of the purchaser’s

business, gives new value and takes possession of the collateral;

(ii) the collateral does not indicate that it previously has been assigned to an

identified person other than the purchaser; and

(iii) the purchaser is otherwise without knowledge that the purchase violates

the rights of the secured party.

(2) The purchaser with priority in chattel paper under paragraph (1) also has priority

in proceeds of the chattel paper to the extent that:

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(i) the proceeds consist of the specific goods covered by the chattel paper or

cash proceeds of the specific goods, even if the security interest in the

proceeds is unperfected; or

(ii) Section 510.6-12(c), (d) or (e) so provides.

(f) Holder in due course and others protected. This Law does not limit the rights of, or

impose liability on, a holder in due course of a negotiable instrument, a holder to which a

negotiable document has been duly negotiated, or a person protected against the assertion of

a claim to investment property under other law. Filing under this Law is not notice of a claim

or defense to the holder or protected person.

(g) Priority of future advance. The following rules govern priority of a security interest to the

extent that it secures a future advance:

(1) For a conflicting security interest, the priority of an advance under a security

agreement is determined under Section 510.6-12(b), except that perfection dates from

the time the advance is made if the security interest securing it is perfected only by

attachment under Section 510.6-4 or temporarily by law under Section 510.6-7(e), (f),

or (g) and is not made pursuant to a commitment entered into before or while the

security interest is perfected by another means.

(2) For a lien creditor, the security interest securing an advance is subordinate if the

advance is made more than forty-five (45) days after the person becomes a lien

creditor, unless the advance is made without knowledge of the lien or pursuant to a

commitment entered into without knowledge of the lien.

(3) For a buyer of goods other than a buyer in ordinary course of business under

Section 510.3-1(g), and with respect to a lessee of goods that does not take its lease in

ordinary course of business under Section 510.6-14(c), the security interest securing

an advance is subordinate if the advance is made after the earlier of the time the

secured party acquires knowledge of the purchase or forty-five (45) days after the

purchase, unless the advance is made pursuant to a commitment entered into without

knowledge of the purchase and before the expiration of the forty-five (45) day period.

(4) Paragraphs (1) and (2) do not apply to a security interest held by a person that is a

consignor or a buyer of accounts, chattel paper, payment intangibles or promissory

notes.

(h) Purchase-money security interest priority. The following rules govern the priority of a

purchase-money security interest and a conflicting security interest in collateral and its

proceeds:

(1) Goods other than inventory and livestock. A perfected purchase-money security

interest in goods other than inventory or livestock that are farm products has priority

over a conflicting security interest in the same goods and in identifiable proceeds of

the goods, if the purchase-money security interest is perfected when the debtor

receives possession of the collateral or within 20 days thereafter.

(2) Inventory and livestock. A perfected purchase-money security interest in

inventory or livestock that are farm products has priority over a conflicting security

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interest if the purchase-money security interest is perfected when the debtor acquires

possession of the goods and the purchase-money secured party sends timely and

appropriate notice to the holder of the conflicting security interest, provided that

notice is not required unless the holder of the conflicting security interest has filed a

financing statement covering the same types of goods:

(i) before the purchase-money security interest is perfected by filing; or

(ii) if the purchase-money security interest is temporarily perfected under

Section 510.6-7(f), before the beginning of the applicable twenty (20) day

period.

(3) If a purchase-money secured party has priority in livestock that are farm products

under this paragraph (2), it has priority in their identifiable proceeds and products in

their unmanufactured states. If a purchase-money secured party has priority in

inventory under paragraph (2), it has priority in chattel paper or an instrument

constituting proceeds, in:

(i) proceeds of the chattel paper except as otherwise provided in this

section; and

(ii) identifiable cash proceeds received on or before delivery of the goods

to a buyer.

(4) Software. A perfected purchase-money security interest in software has priority

over a conflicting security interest, and a perfected security interest in its identifiable

proceeds also has priority, to the extent that the purchase-money security interest in

the goods in which the software was acquired for use has priority in the goods and

proceeds of the goods.

(5) Priority among purchase-money security interests. Notwithstanding this

subsection, if two or more purchase-money security interests are perfected in the

same collateral, the security interest securing an obligation for the price has priority,

and otherwise priority is determined under Section 510.6-13(b).

(i) Transferee of money or funds takes free of security interest. A transferee of money or of

funds from a deposit account takes the money or funds free of a security interest unless the

transferee acts in collusion with the debtor in violating the rights of the secured party.

(j) Priority of interest perfected by control; possession of certificated security in registered

form. A security interest in a security or an investment account perfected by control under

Section 510.6-9 has priority over a security interest perfected by a method other than control.

Multiple security interests perfected by control rank according to time of acquiring control;

however, a security interest held by an investment intermediary in the investment account

that it maintains has priority regardless of time of acquiring control. A security interest in a

certificated security in registered form that is perfected by possession under Section 510.6-8

and not by control has priority over a conflicting security interest perfected by a method

other than control.

(k) Possessory lien. A lien on goods created by law or rule of law which secures payment or

performance of an obligation for services or materials furnished with respect to the goods by

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a person in the ordinary course of the person’s business and whose effectiveness depends on

the person’s possession of the goods has priority over a security interest or agricultural lien in

the goods unless the possessory lien is created by a statute that expressly provides otherwise.

510.6-15. Priority Security Interests in Fixtures and Crops.

(a) Security interest in fixtures. A security interest under this Law may be created in goods

that are fixtures or may continue in goods that become fixtures. A security interest does not

exist under this Law in ordinary building materials incorporated into an improvement on

land.

(b) Security interest in fixtures under real-property law. This Law does not prevent creation

of an encumbrance upon fixtures under real property law.

subsections (d) through (h), a security interest in fixtures is subordinate to a conflicting

interest of an encumbrancer or owner of the related real property other than the debtor.

(d) Fixtures purchase-money priority. Except as otherwise provided in subsection (h), a

perfected security interest in fixtures has priority over a conflicting interest of an

encumbrancer or owner of the real property if the debtor has an interest of record in or is in

possession of the real property and:

(1) the security interest is a purchase-money security interest;

(2) the interest of the encumbrancer or owner arises before the goods become

fixtures; and

(3) the security interest is perfected by an appropriate filing before the goods become

fixtures or within twenty (20) days thereafter.

(e) Priority of security interest in fixtures over interests in real property. A perfected security

interest in fixtures has priority over a conflicting interest of an encumbrancer or owner of the

real property if:

(1) the debtor has an interest of record in the real property or is in possession of the

real property and the security interest:

(i) is perfected by an appropriate filing before the interest of the encumbrancer

or owner is of record; and

(ii) has priority over any conflicting interest of a predecessor in title of the

encumbrancer or owner;

(2) before the goods become fixtures, the security interest is perfected by any method

permitted by this Law and the fixtures are readily removable:

(i) factory or office machines;

(ii) equipment that is not primarily used or leased for use in the operation of

the real property; or

(iii) replacements of domestic appliances that are consumer goods;

(3) the conflicting interest is a lien on the real property obtained by legal or equitable

proceedings after the security interest was perfected by any method permitted by this

Law; or

(4) the security interest is:

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(i) created in a manufactured home in a manufactured-home transaction;

and

(ii) perfected pursuant to a law described in Section 510.6-6(a)(2).

(f) Priority based on consent, disclaimer, or right to remove. A security interest in fixtures,

whether or not perfected, has priority over a conflicting interest of an encumbrancer or owner

of the real property if:

(1) the encumbrancer or owner has, in a signed record, consented to the security

interest or disclaimed an interest in the goods as fixtures; or

(2) the debtor has a right to remove the goods as against the encumbrancer or

owner.

(g) Continuation of paragraph (f)(2) priority. The priority of the security interest under

paragraph (f)(2) continues for a reasonable time if the debtor right to remove the goods as

against the encumbrancer or owner terminates.

(h) Priority of construction mortgage. A mortgage is a construction mortgage to the extent

that it secures an obligation incurred for the construction of an improvement on land,

including the acquisition cost of the land, if a recorded record of the mortgage so indicates.

Except as otherwise provided in subsections (e) and (f), a security interest in fixtures is

subordinate to a construction mortgage if a record of the mortgage is recorded before the

goods become fixtures and the goods become fixtures before the completion of the

construction. A mortgage has this priority to the same extent as a construction mortgage to

the extent that it is given to refinance a construction mortgage.

(i) Priority of security interest in crops. A perfected security interest in crops growing on real

property has priority over a conflicting interest of an encumbrancer or owner of the real

property if the debtor has an interest of record in or is in possession of the real property.

510.6-16. Accessions.

(a) Creation of security interest in accession. A security interest may be created in an

accession and continues in collateral that becomes an accession.

(b) Perfection of security interest. If a security interest is perfected when the collateral

becomes an accession, the security interest remains perfected in the collateral.

provisions of this part determine the priority of a security interest in an accession.

(d) Compliance with certificate-of-title statute. A security interest in an accession is

subordinate to a security interest in the whole which is perfected by compliance with the

requirements of a certificate-of-title statute under Section 510.6-6(b).

(e) Removal of accession after default. After default, subject to Part 6, a secured party may

remove an accession from other goods if the security interest in the accession has priority

over the claims of every person having an interest in the whole.

(f) Reimbursement following removal. A secured party that removes an accession from other

goods under subsection (e) shall promptly reimburse any holder of a security interest or other

lien on, or owner of, the whole or of the other goods, other than the debtor, for the cost of

repair of any physical injury to the whole or the other goods. The secured party need not

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reimburse the holder or owner for any diminution in value of the whole or the other goods

caused by the absence of the accession removed or by any necessity for replacing it. A

person entitled to reimbursement may refuse permission to remove until the secured party

gives adequate assurance for the performance of the obligation to reimburse.

510.6-17. Commingled Goods.

(a) “Commingled goods.” In this section, “commingled goods” means goods that are

physically united with other goods in such a manner that their identity is lost in a product or

mass.

(b) No security interest in commingled goods as such. A security interest does not exist in

commingled goods as such. However, a security interest may attach to a product or mass that

results when goods become commingled goods.

goods, a security interest attaches to the product or mass.

(d) Perfection of security interest. If a security interest in collateral is perfected before the

collateral becomes commingled goods, the security interest that attaches to the product or

mass under subsection (c) is perfected.

(e) Priority of security interest. Except as otherwise provided in subsection (f), the other

provisions of this part determine the priority of a security interest that attaches to the product

or mass under subsection (c).

(f) Conflicting security interests in product or mass. If more than one security interest

attaches to the product or mass under subsection (c), the following rules determine priority:

(1) A security interest that is perfected under subsection (d) has priority over a

security interest that is unperfected at the time the collateral becomes commingled

goods.

(2) If more than one security interest is perfected under subsection (d), the security

interests rank equally in proportion to the value of the collateral at the time it became

commingled goods.

510.6-18. Priority of Security Interests in Goods Covered by Certificate of Title. If, while a security

interest in goods is perfected by any method under the law of another jurisdiction, this jurisdiction

issues a certificate of title that does not show that the goods are subject to the security interest or

contain a statement that they may be subject to security interests not shown on the certificate:

(a) a buyer of the goods, other than a person in the business of selling goods of that kind,

takes free of the security interest if the buyer gives value and receives delivery of the goods

after issuance of the certificate and without knowledge of the security interest; and

(b) the security interest is subordinate to a conflicting security interest in the goods that

attaches, and is perfected under Section 510.6-6(b), after issuance of the certificate and

without the conflicting secured party’s knowledge of the security interest.

510.6-19. Priority Subject to Subordination. This Law does not preclude subordination by agreement

by a person entitled to priority.

510.7. Rights of Third Parties

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510.7-1. Alienability of Debtor’s Rights. Whether a debtor’s rights in collateral may be voluntarily or

involuntarily transferred is governed by law other than this Law; however, an agreement between a

debtor and secured party which prohibits a transfer of the debtor’s rights in collateral or makes the

transfer a default does not prevent the transfer from taking effect. This section is subject to Section

9-404, which invalidates certain legal and contractual restrictions on transferability that generally

would be effective under other law.

510.7-2. Secured Party Not Obligated on Contract of Debtor or in Tort. The existence of a security

interest, agricultural lien, or authority given to a debtor to dispose of or use collateral, without more,

does not subject a secured party to liability in contract or tort for the debtor’s acts or omissions.

510.7-3. Rights of Assignee.

(a) Waiver-of-defense clauses; limitations thereon. An agreement between an account debtor

and an assignor not to assert against an assignee any claim or defense that the account debtor

may have against the assignor is enforceable by an assignee that takes an assignment in good

faith, and for value as defined in the law governing negotiable instruments, except as to

claims or defenses that may be asserted against a holder in due course of a negotiable

instrument. However, such an agreement is not enforceable if

(1) the agreement relates to an obligation incurred on account of a sale or lease of

goods or services;

(2) the account debtor seeks or acquires the goods or services primarily for personal,

family or household use; and

(3) the assignor, in the ordinary course of its business, sells or leases goods or

services to consumers.

(b) Parallel rule for negotiable instruments. If a negotiable promissory note represents an

obligation incurred on account of a sale or lease of goods or service, and the issuer seeks or

acquires the goods or services primarily for personal, family or household use, and the payee,

in the ordinary course of its business, sells or leases goods or services to consumers, then the

issuer may assert any claims and defenses against a person entitled to enforce the note,

including a holder in due course.

to the contrary is enforceable under subsection (a), the rights of an assignee are subject to

reduction of the amount owed by reason of all terms of the contract between the account

debtor and assignor, any defense or claim in recoupment arising from the transaction that

gave rise to the contract, and any other defense or claim of the account debtor against the

assignor which accrues before the account debtor receives adequate notification of the

assignment signed by the assignor or the assignee. This subsection does not apply to the

assignee of a health-care-insurance receivable.

(d) Discharge of account debtor or party to instrument. An account debtor or party to a

negotiable promissory note may discharge its obligation by paying the assignor or person

formerly entitled to enforce the note until, but not after, such account debtor or party

receives:

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(1) adequate notification that performance is to be rendered to the assignee or

transferee, signed

(i) in the case of an account debtor, by the assignor or assignee, and

(ii) in the case of a negotiable promissory note, by the transferor or

transferee; and

(2) if requested by such account debtor or party, reasonable proof of the assignment

or transfer.

(3) In the case of an account debtor, discharge under this subsection is effective

notwithstanding an otherwise enforceable agreement not to assert claims or defenses.

In the case of a party to a negotiable promissory note, discharge under this subsection

is effective against a holder in due course.

(e) Modifications of contract. A modification of or substitution for an assigned contract is

effective against an assignee to the extent provided by law other than this Law.

510.7-4. Restriction on Assignment.

(a) Commercially harmful restrictions on alienation invalid. A commercially harmful

restriction on alienation (subsections (b), (c) and (d)) of property is invalid.

(b) Commercially harmful defined for certain transactions. In an assignment of accounts

other than health-care-insurance receivables, an assignment of chattel paper, an assignment

of payment intangibles that is not a sale, or a transfer of promissory notes that is not a sale,

the term “commercially harmful restriction on alienation” means a term in an agreement

between an account debtor and an assignor, or in a promissory note, to the extent that it

(1) prohibits, restricts, or requires the consent of the account debtor or person

obligated on the promissory note, to the assignment or transfer of, or the creation,

attachment, perfection, or enforcement of a security interest in, the affected property;

(2) provides that such an assignment, transfer, creation, attachment, perfection, or

enforcement may give rise to a default or remedy.

health-care-insurance receivable, a sale of promissory notes, a sale of payment intangibles, or

a security interest in other general intangibles (including a contract, permit, or license, or

franchise) that is not a sale, the term “commercially harmful restriction on alienation” has the

same meaning as in subsection (b) except that the references to enforcement of a security

interest appearing in subsection (b)(1) and (2) are excluded.

(1) Limitation on effect in such other transactions. To the extent a commercially

harmful restriction on alienation under paragraph (c) would otherwise be effective

under law other than this Law, the creation, attachment, or perfection of the security

interest:

(i) does not impose a duty or obligation on the account debtor or person

obligated on the promissory note;

(ii) is not enforceable against the account debtor or person obligated on the

promissory note; and

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(iii) does not entitle the secured party to use the debtor’s rights in or to the

property; have access to trade secrets or confidential information of the

account debtor or person obligated on the promissory note; or enforce the

security interest.

(d) Rule of law as commercially harmful restriction. In addition to the meanings set forth in

subsections (b) and (c), the term “commercially harmful restriction on alienation” includes a

rule of law to the extent that it:

(1) requires the consent of a governmental body or official to the assignment or

transfer of, or actions described in subsection (b) or (c), as applicable, regarding a

security interest in, the property; or

(2) has any of the effects of a commercially harmful restriction on alienation as

defined in subsection (b) or (c), as applicable.

(e) Deferral to consumer law; inapplicability. This section is subject to any different rule in

other law for a consumer. In addition, this section does not apply to an assignment of:

(1) a claim or right to receive compensation for injuries or sickness as described in 26

U.S.C. 104(a)(1) or (2), as the same may be amended from time to time;

(2) a claim or right to receive benefits under a special needs trust as described in 42

U.S.C. 1396p(d)(4), as the same may be amended from time to time.

(3) a structured settlement payment right; or

(4) a right to payment of winnings in a lottery or other game of chance regulated by

law other than this Law.

510.8. Filing

510.8-1. Acceptance, Refusal, and Effectiveness of Financing Statement; Administration.

(a) Place to file. The place to file a financing statement to perfect a security interest or

agricultural lien governed by this Law or another record relating to a security interest is the

Oneida Licensing Department. If (1) the collateral is as-extracted collateral or timber to be

cut, or (2) the financing statement is filed as a fixture filing, the collateral is goods that are or

are to become fixtures, and the debtor is not a transmitting utility, then the place to file the

financing statement is the Comprehensive Housing Division, designated for the filing or

recording of a record of a mortgage on the related real property.

(b) Pre-filing; acceptance and refusal. A financing statement may be filed before a security

agreement is made or a security interest attaches. Receipt by the filing office of a financing

statement or other record, in appropriate form by an appropriate method, and tender of the

filing fee, constitutes filing, and in those cases the filing office must accept the record. If the

filing office refuses the record, it must communicate that fact to the person that presented the

record, as well as the reason for refusal and the date and time that the record would have

otherwise been filed.

communicated to a filing office by an appropriate method is effective even if:

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(1) it is improperly refused by the filing office, except as against a purchaser of the

collateral for value in reasonable reliance on the absence of the record from the files;

(2) it is incorrectly indexed by the filing office; or

(3) it has minor errors or omissions in information required to perfect a security

interest, unless the errors or omissions make the record seriously misleading. If a

financing statement fails sufficiently to provide the name of the debtor, the name

provided does not make the financing statement seriously misleading if a search of

the filing office’s records under the debtor’s correct name using the filing office’s

standard search logic, if any, would disclose the financing statement.

(d) Subordination in certain cases of reliance. If information that the filing office’s

regulations require to be included in a record, but that Section 9-502(a) does not require for

perfection of a security interest, is incorrect at the time the record is filed, the security interest

is subordinate to a conflicting perfected security interest or the interest of a purchaser other

than a secured party, to the extent that:

(1) the holder of the conflicting security interest gives value in reasonable reliance on

the incorrect information; or

(2) the purchaser gives value and, in the case of a buyer or lessee of property capable

of being possessed, takes possession, all in reasonable reliance on the incorrect

information.

(e) Fees. The fee for filing and indexing a record under subsection (a) is $[ ]. If a uniform

form authorized by filing office regulation is used, the fee is reduced to $[ ].] [The filing

office may set fees for filing and indexing a record under subsection (a) by regulation.

(f) Regulations. The filing office is charged with administration of this part. In accordance

with applicable administrative regulations and interpretive rules and after review and

approval of the tribal legislative body, the filing office shall promulgate and make available

the following, in both cases consistent with this Law and with tribal and commercial policy:

(1) regulations to the extent necessary for the effective implementation and

enforcement of this part; and

(2) an implementation manual providing guidance to persons entering into

transactions governed by this Law.

510.8-2. Contents of Records; Authorization; Lapse; Continuation; Termination.

(a) Information required for perfection; other required contents. A financing statement is

sufficient to perfect a security interest or agricultural lien only if it provides the name of the

debtor, the name of the secured party or a representative of the secured party, and indicates

the collateral covered by the financing statement with a description, whether or not specific,

that reasonably identifies the collateral or states that it covers all assets or all personal

property. A financing statement or a record of a mortgage that covers as-extracted collateral

or timber to be cut, or that is filed as a fixture filing and covers goods that are or are to

become fixtures, is sufficient only if in addition it includes such further information as

required by filing office regulations promulgated by the filing office. A record that

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constitutes a termination statement, assigns a record, continues a record, or otherwise amends

a record must comply with the regulations promulgated by the filing office for such records.

(b) Other information and filing office regulations. A record may include information other

than that required by subsection (a), such as addresses for the debtor and secured party, the

characterization of a party as an individual or an organization, or a trade name for the debtor,

and may use terms such as “consignor”, “lessor”, or “licensor”, to the extent permitted by

and in compliance with the regulations promulgated by the filing office, and shall include

such other information to the extent required by the regulations.

years after the date of filing unless sooner terminated, except as follows:

(1) if the financing statement correctly indicates that it is filed in connection with a

manufactured-home transaction or a public-finance transaction, it is effective for

thirty years after the date of filing unless sooner terminated;

(2) if the debtor is a transmitting utility and the initial financing statement so

indicates, the financing statement is effective until terminated; and

(3) a mortgage that is effective as a financing statement is effective until the mortgage

is satisfied of record.

(d) Continuation and lapse. A financing statement lapses at the end of the period specified in

subsection (c) unless a continuation statement is filed within six months before the expiration

of the period. A lapsed financing statement ceases to perfect the security interest or

agricultural lien unless it is perfected otherwise before lapse, and the security interest or

agricultural lien is deemed to never have been perfected against a purchaser of the collateral

for value.

(e) Effect of continuation and other amendment. On proper continuation under subsection (a),

the effectiveness of a filed financing statement continues for a period of five years,

commencing on the date on which it otherwise would have become ineffective, and again

may lapse unless further continued. An amendment to a financing statement other than a

continuation statement does not extend the effectiveness of a financing statement, is effective

only from its date of filing, and may be effective as a termination statement as prescribed in

the regulations promulgated by the filing office.

(F) Termination statement. On the filing of a termination statement, a financing statement to

which the termination statement relates ceases to be effective. A secured party shall file,

cause to be filed, or send the termination statement in accordance with the regulations

promulgated by the filing office.

(G) Persons authorized to file. A filed record is effective only to the extent that it was filed

by a person authorized to do so in the following circumstances:

(1) Only a person authorized by the debtor in compliance with this paragraph or with

regulations promulgated by the filing office, or a person otherwise designated by

those regulations, may file an initial financing statement, amendment that adds

collateral, or amendment that adds a debtor that is effective. By signing or becoming

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bound as debtor by a security agreement, the debtor authorizes the filing of a

financing statement and amendments covering:

(i) the collateral described in the security agreement; and

(ii) property that becomes collateral under Section 510.6-10(a)(2), relating to

identifiable proceeds.

(2) Only a person authorized by a secured party may file a termination statement or

an amendment other than an amendment that adds collateral or a debtor.

(h) Effect of disposition on effectiveness of financing statement. If a security interest or

agricultural lien continues in collateral transferred by the debtor under Section 510.6-10, a

filed financing statement with respect to the collateral remains effective, even if the secured

party knows of or consents to the transfer.

(i) Effect of name change of effectiveness of financing statement. If the name that a filed

financing statement provides for a debtor becomes insufficient as the name of the debtor so

that the financing statement becomes seriously misleading, the financing statement is not

effective to perfect a security interest or agricultural lien in collateral acquired by the debtor

more than four months after the change, unless an appropriate filing is made before the

expiration of the time.

510.8-3. Claim Concerning Inaccurate or Wrongfully Files Record.

(a) Permission to file. A person may file in the filing office an information statement with

respect to a record filed there if the person believes that the record is inaccurate or was

wrongfully filed.

(b) Contents of statement under subsection (a). An information statement under subsection

(a) must:

(1) identify the record to which it relates by the file number assigned to the initial

financing statement to which the record relates;

(2) indicate that it is an information statement; and

(3) provide the basis for the person’s belief that the record is inaccurate and indicate

the manner in which the person believes the record should be amended to cure any

inaccuracy or provide the basis for the person’s belief that the record was wrongfully

filed.

not affect the effectiveness of a filed record.

(d) No duty to file information statement. A person that believes that a record filed in the

filing office is inaccurate or wrongfully filed does not have a duty to file an information

statement relating to the record.

510.9 Default

Section/Subpart 1. Default and Enforcement of Security Interest of Agricultural Lien.

510.9-1. Rights After Default; Judicial Enforcement; Consignor or Buyer of Accounts; Chattel

Paper, Payment Intangibles, or Promissory Notes.

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(a) Rights of secured party after default. After default, a secured party has the rights provided

in this part, the rights and duties related to possession or control of collateral under Section

510.5-4 and, except as otherwise provided in Section 510.9-2, those provided by agreement

of the parties. A secured party:

(1) may reduce a claim to judgment, foreclose, or otherwise enforce the claim,

security interest, or agricultural lien by any available judicial procedure; and

(2) if the collateral is documents, may proceed either as to the documents or as to the

goods they cover.

(b) Rights cumulative; simultaneous exercise. The rights under subsection (a) are cumulative

and may be exercised simultaneously.

9-605, after default, a debtor and an obligor have the rights provided in this part and by

agreement of the parties.

(d) Lien of levy after judgment. If a secured party has reduced its claim to judgment, the lien

of any levy that may be made upon the collateral by virtue of an execution based upon the

judgment relates back to the earliest of:

(1) the date of perfection of the security interest or agricultural lien in the

collateral;

(2) the date of filing a financing statement covering the collateral; or

(3) any date specified in a law under which the agricultural lien was created.

(e) Execution sale. A sale pursuant to an execution is a foreclosure of the security interest or

agricultural lien by judicial procedure within the meaning of this section. A secured party

may purchase at the sale and thereafter hold the collateral free of any other requirements of

this Law.

(f) Consignor or buyer of certain rights to payment. Except as otherwise provided in Section

9-607(b), this part imposes no duties upon a secured party that is a consignor or is a buyer of

accounts, chattel paper, payment intangibles, or promissory notes

510.9-2. Waiver and Variance of Rights and Duties. Except as otherwise provided in the provisions

of this Law dealing with waivers (Section 510.9-21), to the extent that they give rights to a debtor or

obligor and impose duties on a secured party, the debtor or obligor may not waive or vary the rules

stated in the following sections of this Law dealing with:

(a) rights and duties when collateral is in a secured party’s possession (Section 510.5-4);

(b) requests for an accounting or requests regarding a list of collateral or statement of an

account (Section 510.5-7);

(d) application of proceeds, deficiency and surplus (Section 510.9-8(a) and 510.9-14(c)), to

the extent that they deal with application or payment of noncash proceeds of collection,

enforcement, or disposition;

(e) application of proceeds and the like (Sections 510.9-8 and 510.9-14(d)), to the extent that

they require accounting for or payment of surplus proceeds of collateral;

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(f) a secured party’s right to take possession after default and limitations thereon (Section

510.9-9), to the extent that it imposes upon the secured party taking possession of collateral

without judicial process the duty to do so without breach of the peace and with consent of the

debtor;

(g) commercially reasonable disposition (Section 510.9-14(b)), notification before

disposition of the collateral (Section 510.9-11), and the contents and form of a notification

before disposition of the collateral (Section 510.9-13);

(h) calculation of a deficiency or surplus when the fairness of the amount of proceeds is

placed in issue (Section 510.9-15(e));

(i) explanation of the calculation of a surplus or deficiency (Section 510.9-16);

acceptance of collateral in satisfaction of obligation (Section 510.9-20);

(j) right to redeem collateral (Section 510.9-20);

(k) waivers (Section 510.9-21);

(l) the secured party’s liability for failure to comply with this Law (Sections 510.9-25 and

510.9-26); and

(m) attorney’s fees (Section 510.9-29).

510.9-3. Agreement on Standards Concerning Rights and Duties. The parties may determine by

agreement the standards measuring the fulfillment of the rights of a debtor or obligor and the duties

of a secured party under a rule stated in the provisions of this Law dealing with waiver or variance of

right

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