# Oneida Business Committee (2026)

> Briefs, arguments, decisions, and more.

URL: https://www.frixlaw.com/law-library/documents/tribal%3Aoneida_nation%3A2859d4df1ccd3cc5

## Record

- **Collection:** Tribal code
- **Document type:** Tribal code

## Text

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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.
I.

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

V.

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

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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.
I.

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.

"'

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.
(c) Ka>nikuhli=y%. The openness of the good spirit and mind.
(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$laya=ka, includes:
(a) Kahletsyal&sla. The heartfelt encouragement of the best in each of us.
(b) Kanolukhw@sla. Compassion, caring, identity, and joy of being.
(c) Ka>nikuhli=y%. The openness of the good spirit and mind.
(d) Ka>tshatst^sla. The strength of belief and vision as a People.
(e) Kalihwi=y%. The use of the good words about ourselves, our Nation, and our future.
(f) Twahwahts$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”,
5 O.C. 510 – Page 1

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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;
(C) for a secondary obligation incurred or to be incurred;
(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.
(c) “Account Debtor’ means a person obligated on an account, chattel paper, or general
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;
Or
(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
5 O.C. 510 – Page 2

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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.
5 O.C. 510 – Page 3

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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.
(c) “Department” means the Oneida Licensing Department.
(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.
(c) “Discover”, “learn”, or words of similar import refer to knowledge rather than to reason
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;
(c) by accepting delivery under a preexisting contract for purchase; or
(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.
(c) Factors that do not create security interests. A transaction in the form of a lease does not
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
5 O.C. 510 – Page 5

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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.
(c) Security Interest in Secured Obligation. The application of this Law to a security interest
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.
(c) a tribal 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;
5 O.C. 510 – Page 6

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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.
(c) Usage of trade defined. A “usage of trade” is any practice or method of dealing, including
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.
5 O.C. 510 – Page 7

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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:
5 O.C. 510 – Page 8

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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.
(c) Description by type insufficient. A description only by type of collateral defined in this
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.
(c) Other applicable law controls. If a conflict exists between this Law and a rule of law,
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.
(c) Other applicable law. Subsection (b) is subject to a collecting bank’s interest in items
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.
(c) Future advances. A security agreement may provide that collateral secures or that
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.
(c) Buyer of certain rights to payment. If the secured party is a buyer of accounts, chattel
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.
(c) Duty of secured party if account debtor has been notified of assignment. Within ten (10)
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.
(c) A debtor is entitled to such statement once every six months without charge. The
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.
(c) The local law of the jurisdiction in which the wellhead or Minehead is located govern
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.
(c) Applicable law. The local law of the jurisdiction under whose certificate of title the
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.
(c) Continuous perfection; perfection by different methods. A security interest or agricultural
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;
(c) a sale of a payment intangible or a promissory note;
(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.
(c) Assignment of perfected security interest. If a secured party assigns a perfected security
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.
(c) Duration and renewal of perfection. Except as otherwise provided in subsection (d) and
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.
(c) Goods covered by negotiable document. While goods are in the possession of a bailee that
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.
(c) Collateral in possession of person other than debtor. With respect to collateral other than
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.
(c) Perfection of security interest in proceeds. A security interest in proceeds is a perfected
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.
(c) Security interest perfected or unperfected under law of the Oneida Nation. If a security
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.
(c) General rule for priority among conflicting secured parties. Priority among conflicting
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.
(c) Ordinary-course buyer, licensee and lessee takes free. Except as otherwise provided in
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.
(c) General rule: subordination of security interest in fixtures. In cases not governed by
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.
(c) Priority of security interest. Except as otherwise provided in subsection (d), the other
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.
(c) Attachment of security interest to product or mass. If collateral becomes commingled
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.
(c) Assignee’s rights subject to terms, claims and defenses. Except to the extent an agreement
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;
or
(2) provides that such an assignment, transfer, creation, attachment, perfection, or
enforcement may give rise to a default or remedy.
(c) Commercially harmful defined less broadly for other transactions. In an assignment of a
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.
(c) Effectiveness of financing statement; minor errors. A record in appropriate form and
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.
(c) Duration of effectiveness. A validly filed financing statement is effective for five
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.
(c) Record not affected by information statement. The filing of an information statement does
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.
(c) Rights of debtor and obligor. Except as otherwise provided in subsection (f) and Section
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);
(c) commercially reasonable collection and enforcement (Section 510.9-7(b));
(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
rights and duties, if the standards are not manifestly unreasonable.
510.9-4. Procedure if Security Agreement Covers Real Property or Fixtures.
(a) Enforcement: personal and real property. If a security agreement covers both personal
and real property, a secured party may proceed:
(1) under this part as to the personal property without prejudicing any rights with
respect to the real property; or
(2) as to both the personal property and the real property in accordance with the rights
with respect to the real property, in which case the other provisions of this part do not
apply.
(b) Enforcement: fixtures. Subject to subsection (c), if a security agreement covers goods that
are or become fixtures, a secured party may proceed:
(1) under this part; or
(2) in accordance with the rights with respect to real property, in which case the other
provisions of this part do not apply.
(c) Removal of fixtures. Subject to the other provisions of this part, if a secured party holding
a security interest in fixtures has priority over all owners and encumbrancers of the real
property, the secured party, after default, may remove the collateral from the real property.
(d) Injury caused by removal. A secured party that removes collateral shall promptly
reimburse any encumbrancer or owner of the real property, other than the debtor, for the cost
of repair of any physical injury caused by the removal. The secured party need not reimburse
the encumbrancer or owner for any diminution in value of the real property caused by the
absence of the goods removed or by any necessity of replacing them. A person entitled to
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reimbursement may refuse permission to remove until the secured party gives adequate
assurance for the performance of the obligation to reimburse.
510.9-5. Unknown Debtor or Secondary Obligor. A secured party does not owe a duty based on its
status as a secured party:
(a) to a person or obligor, unless the secured party knows:
(1) that the person is the debtor or obligor;
(2) the identity of the person; and
(3) how to communicate with the person; or
(b) to a secured party or lienholder that has filed a financing statement against a person
unless the secured party knows:
(1) that the person is the debtor; and
(2) the identity of the person.
510.9-6. Time of Default for Agricultural Lien. For purposes of this part, a default occurs in
connection with an agricultural lien at the time the secured party becomes entitled to enforce the lien
in accordance with the law under which it was created.
510.9-7. Collection and Enforcement by Secured Party.
(a) Collection and enforcement generally. If so agreed, and in any event after default, a
secured party:
(1) may notify an account debtor or other person obligated on collateral to make
payment or otherwise render performance to or for the benefit of the secured party;
(2) may take any proceeds to which the secured party is entitled under Section 510.66;
(3) may enforce the obligations of an account debtor or other person obligated on
collateral and exercise the rights of the debtor with respect to the obligation of the
account debtor or other person obligated on collateral to make payment or otherwise
render performance to the debtor, and with respect to any property that secures the
obligations of the account debtor or other person obligated on the collateral;
(b) Commercially reasonable collection and enforcement. A secured party shall proceed in a
commercially reasonable manner if the secured party:
(1) undertakes to collect from or enforce an obligation of an account debtor or other
person obligated on collateral; and
(2) is entitled to charge back uncollected collateral or otherwise to full or limited
recourse against the debtor or a secondary obligor.
(c) Expenses of collection and enforcement. A secured party may deduct from the collections
made pursuant to subsection (c) reasonable expenses of collection and enforcement,
including reasonable attorney’s fees and legal expenses incurred by the secured party.
(d) Duties to secured party not affected. This section does not determine whether an account
debtor, bank, or other person obligated on collateral owes a duty to a secured party.
510.9-8. Application of Proceeds of Collection or Enforcement, Liability for Deficiency and Right to
Surplus.
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a) Application of proceeds, surplus, and deficiency if obligation secured. If a security interest
or agricultural lien secures payment or performance of an obligation, the following rules
apply:
(1) A secured party shall apply or pay over for application the cash proceeds of
collection or enforcement under Section 510.9-7 in the following order to:
(i) the reasonable expenses of collection and enforcement and, to the extent
provided for by agreement and not prohibited by law, reasonable attorney’s
fees and legal expenses incurred by the secured party;
(ii) the satisfaction of obligations secured by the security interest or
agricultural lien under which the collection or enforcement is made; and
(iii) the satisfaction of obligations secured by any subordinate security interest
in or other lien on the collateral subject to the security interest or agricultural
lien under which the collection or enforcement is made if the secured party
receives a signed demand for proceeds before distribution of the proceeds is
completed.
(2) If requested by a secured party, a holder of a subordinate security interest or other
lien shall furnish reasonable proof of the interest or lien within a reasonable time.
Unless the holder complies, the secu

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Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/tribal%3Aoneida_nation%3A2859d4df1ccd3cc5. Public record. Not legal advice.