# Oneida Business Committee (2022) > Briefs, arguments, decisions, and more. URL: https://www.frixlaw.com/law-library/documents/tribal%3Aoneida_nation%3A584c9ef5a3ca5a04 ## Record - **Collection:** Tribal code - **Document type:** Tribal code ## Text 1 of 31 Oneida Nation Oneida Business Committee Legislative Operating Committee PO Box 365 • Oneida, WI 54155-0365 Oneida-nsn.gov ~ ONEIDA LEGISLATIVE OPERATING COMMITTEE MEETING AGENDA Business Committee Conference Room - 2nd Floor Norbert Hill Center January 19, 2022 9:00 a.m. This Legislative Operating Committee meeting will be closed to the public in accordance with Oneida Business Committee resolution BC-12-08-21-B, Updating Public Gathering Guidelines During Public Health State of Emergency - COVID-19. I. Call to Order and Approval of the Agenda II. Minutes to be Approved 1. December 15, 2021 LOC Meeting Minutes (pg. 2) III. Current Business 1. Oneida Nation Arts Board Bylaws Amendments (pg. 3) 2. Oneida Nation Emergency Planning Committee Bylaws Amendments (pg. 29) IV. New Submissions V. Additions VI. Administrative Updates VII. Executive Session VIII. Recess/Adjourn A good mind. A good heart. A strong fire. 2 of 31 Oneida Nation Oneida Business Committee Legislative Operating Committee PO Box 365 • Oneida, WI 54155-0365 Oneida-nsn.gov r'\ mooao ONEIDA LEGISLATIVE OPERATING COMMITTEE MEETING MINUTES Oneida Business Committee Conference Room-2nd Floor Norbert Hill Center December 15, 2021 9:00 a.m. Present: David P. Jordan, Daniel Guzman King, Marie Summers, Jennifer Webster, Excused: Kirby Metoxen Others Present: Clorissa N. Santiago, Kristen Hooker, Carmen Vanlanen, Kristal Hill, Brooke Doxtator, Lawrence Barton, Rhiannon Metoxen (Microsoft Teams), Justin Nishimoto (Microsoft Teams), Rae Skenandore (Microsoft Teams), Amy Spears (Microsoft Teams), Michelle Braaten (Microsoft Teams), Michelle Myers (Microsoft Teams), Barbara Webster (Microsoft Teams), Debra Powless (Microsoft Teams), Patricia Garvey (Microsoft Teams) I. Call to Order and Approval of the Agenda David P. Jordan called the December 15, 2021, Legislative Operating Committee meeting to order at 9:00 a.m. Motion by Marie Summers to adopt the agenda as is; seconded by Jennifer Webster. Motion carried unanimously. II. Minutes to be Approved 1. December 1, 2021 LOC Meeting Minutes Motion by Marie Summers to approve the December 1, 2021 LOC meeting minutes and forward to the Oneida Business Committee for consideration; seconded by Daniel Guzman King. Motion carried unanimously. III. Current Business 1. Budget Management and Control Law Amendments Motion by Jennifer Webster to approve the updated draft, legislative analysis, and public comment period notice, and forward the Budget Management and Control law amendments to a public comment period to be held open until February 2, 2022; seconded by Marie Summers. Motion carried unanimously. IV. New Submissions V. Additions VI. Administrative Items VII. Executive Session VIII. Adjourn Motion by Marie Summers to adjourn at 9:19 a.m.; seconded by Jennifer Webster. Motion carried unanimously. A good mind. A good heart. A strong fire. Legislative Operating Committee Meeting Minutes of December 15, 2021 Page 1 of 1 ~ ONEIDA 3 of 31 r'\. Oneida Nation Oneida Business Committee Legislative Operating Committee PO Box 365 • Oneida, WI 54155-0365 Oneida-nsn.gov =DODDDD= ONEIDA Legislative Operating Committee January 19, 2022 Oneida Nation Arts Board Bylaws Amendments Submission Date: 12/01/21 LOC Sponsor: Jennifer Webster Public Meeting: n/a Emergency Enacted: n/a Expires: n/a Summary: This item was added to the Active Files List on December 1, 2021 per the request of the Oneida Nation Arts Board (“Board”) that amendments to the bylaws be developed to allow an option for the payment of stipends, change the frequency of Board meetings, and update the agenda’s order of business for conducting Board meetings. 12/1/21 LOC: Motion by Jennifer Webster to add the Oneida Nation Arts Board bylaws amendments to the Active Files List with Jennifer Webster as the sponsor; seconded by Marie Summers. Motion carried unanimously. 1/13/22: Work Meeting. Present: David P. Jordan, Jennifer Webster, Daniel Guzman-King, Clorissa Santiago, Kristen Hooker, Carmen Vanlanen, Kristal Hill, Rhiannon Metoxen. This was a work meeting held though Microsoft Teams. The purpose of the work meeting was to review the proposed amendments to the Oneida Nation Arts Board Bylaws. The next step is to update the draft and legislative analysis in accordance with the directives of the LOC and to add the updated materials to the next LOC meeting agenda to approve and forward on to the Oneida Business Committee for consideration of adoption. Next Steps: ▪ Accept the Oneida Nation Arts Board Bylaws Amendments and Legislative Analysis. ▪ Forward the Oneida Nation Arts Board Bylaws Amendments to the Oneida Business Committee for consideration. A good mind. A good heart. A strong fire. 4 of 31 Draft 1 for OBC Consideration (Redline to Current) 2022 01 19 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 ONEIDA NATION ARTS BOARD BYLAWS Article I. Authority 1-1. Name. The name of this entity shall be the Oneida Nation Arts Board and may hereinafter be referred to as the Board. 1-2. Establishment. The Oneida Nation Arts Board was established by the Oneida Business Committee through adoption of resolution BC-8-4-93-A and expanded upon by the Oneida Nation Arts Program – Dollars for Art Project Policies law (“DAP Law”), adopted under resolution BC-09-13-00-C, as the entity delegated authority to oversee and administer the Oneida Nation Arts Program - Dollars for Arts Project. 1-3. Authority. (a) Purpose. The Board was established to assist in the promotion of a community that embraces art as a pathway to sovereignty, where traditional and contemporary arts are woven into the fabric of everyday life and embolden a sense of belonging. The Board was further established to provide advisory guidance and support to the Oneida Nation Arts Program (“ONAP”), and to oversee the Dollars for Arts Project (“DAP”) in accordance with the DAP Law, the Wisconsin Regranting Program guidelines, and any other governing program guidelines as may be amended from time-to-time hereafter. (b) Powers and Duties. The powers and duties that have been delegated to the Board include, but are not limited to, the following: (1) Advisory. (A) Advise and guide an impactful Oneida Nation Arts Program; and (B) Serve as a sounding board and feedback loop to the ONAP Director for matters related to the arts in the Oneida Nation. (2) Advocacy. (A) Participate in the arts through teaching, learning, sharing and outreach; (B) Support artists in the community through support of and participation in programs, events, arts groups and activities; and (C) Report ONAP/DAP/Board activities and impact to the Oneida Business Committee. (3) Evaluation. (A) Evaluate the ONAP by request of the ONAP Director; and (B) Provide support for determining impactful measures of ONAP/DAP success. (4) Fiscal. (A) Approve policies and procedures for the overall coordination and administration of regrantingthe Wisconsin Regranting Program and any other governing Page 1 of 11 5 of 31 Draft 1 for OBC Consideration (Redline to Current) 2022 01 19 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 (5) program guidelines as may be amended from time-to-time hereafter; (B) Review and evaluate regranting annually; (C) Allocate DAP funds annually; and (D) Approve Fiscal Sponsorships. Carry out all additional powers/duties delegated to the Board through the DAP Law; Boards, Committees and Commissions law; and any other governing laws, policies, rules and/or resolutions of the Nation. 1-4. Office. The official mailing address of the Board shall be: Oneida Nation Arts Board P.O. Box 365 Oneida, WI 54155 1-5. Membership. The members of the Board shall be its Directors and there are no members who are not directors. (a) Number of Members. The Board shall consist of seven (7) members. (b) Appointed Members. Members of the Board shall be appointed by the Oneida Business Committee in accordance with the Boards, Committees and Commissions law for three (3) year terms. (1) Term Limits. Members of the Board shall serve no more than three (3) consecutive three (3) year terms. (2) Board members shall remain in office until: (A) End of Term. A vacancy is effective as of 4:30 p.m. on the last day of the month in which a member’s term ends. (i) Although a member’s term has expired, he or she shall remain in office until a successor has been sworn in by the Oneida Business Committee. (B) Resignation. A member may resign at any time verbally during a Board meeting or by delivering written notice to the Oneida Business Committee Support Office and the Board Chairperson or Chairperson’s designee. The resignation is deemed effective upon: (i) Deliverance of the written notice to the Oneida Business Committee Support Office and to the Board Chairperson or Chairperson’s designee; or (ii) Acceptance by Board motion of the member’s verbal resignation. (C) Termination. Termination of a member’s appointment shall be in accordance with the Boards, Committees and Commissions law. (c) Vacancies. Vacancies for any reason on the Board shall be filled for the remainder of the term through appointment by the Oneida Business Page 2 of 11 6 of 31 Draft 1 for OBC Consideration (Redline to Current) 2022 01 19 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 (d) Committee in accordance with the Boards, Committees and Commissions law. (1) The Board Chairperson shall provide the Oneida Business Committee with recommendations, by majority vote of the members in attendance at a Board meeting of an established quorum, on applicants for appointment bypursuant to the executive sessionprocess set forth in which the appointment is intended to be made. Boards, Committees and Commissions law. Qualifications. Board members shall meet the following qualifications: (1) A majority shall be enrolled members of the Oneida Nation; (2) Be at least eighteen (18) years of age; (3) Have an interest and/or experience in the arts, marketing, business, government or nonprofit management; and (4) Shall not be an employee of the ONAP as of the date of application for Board membership. 1-6. Termination. Termination of a member’s appointment shall be carried out by the Oneida Business Committee in accordance with the Boards, Committees and Commissions law or any other law of the Nation governing the termination of appointed officials. (a) The Board may make a recommendation to the Oneida Business Committee for the termination of a member’s appointment based on the following: (1) The member accrues three (3) unexcused absences from Board meetings within a one (1) year period; and/or (A) A Board member shall be deemed unexcused if he or she fails to provide written notice of the absence to a Board Officer at least thirty (30) minutes before the start of the missed meeting. (2) The member violates any section of these bylaws and/or any governing laws of the Nation. (b) Recommendations to the Oneida Business Committee for termination of a member’s appointment shall be determined by a majority vote of the members in attendance at a Board meeting of an established quorum. 1-7. Trainings and Conferences. Members of the Board shall participate in mandatory Board Orientation training where they will become knowledgeable in the process of consensus decision-making and other subjects relevant to their positions. Article II. Officers 2-1. Officers. The Board shall have three (3) Officers: Chairperson, Vice-Chairperson and Secretary. Page 3 of 11 7 of 31 Draft 1 for OBC Consideration (Redline to Current) 2022 01 19 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 2-2. Responsibilities of the Chairperson. The responsibilities, duties and limitations of the Chairperson shall be as follows: (a) With the Secretary’s assistance, call meetings; develop meeting agendas; and provide notice of meeting agendas, minutes, and documents in accordance with the DAP Law, these bylaws, and the Open Records and Open Meetings law. (b) Preside at all meetings of the Board and facilitate orderly discussions. (c) Receive, review and monitor all correspondence from the Board, present to the Board and sign all correspondence approved by the Board. (d) Submit approved Board meeting minutes, with assistance from the Board Secretary, to the Oneida Business Committee Support Office in accordance with these bylaws and the Boards, Committees and Commissions law. (e) With the Secretary’s assistance, submit quarterly reports to the Oneida Business Committee, as well as annual and semi-annual reports to the Oneida General Tribal Council, pursuant to the Boards, Committees and Commissions law, and submit any other reports that are required or requested by the DAP Law, Oneida Business Committee or Oneida General Tribal Council. (f) Attend, or designate a Board member to attend, the Oneida Business Committee meeting where the Board’s quarterly report appears on the agenda. (g) Appoint an appeals committee to review requests for reconsideration of funding decisions in accordance with the DAP Law. (h) Perform any other duties assigned by a majority vote of the members in attendance at a Board meeting of an established quorum. 2-3. Responsibilities of the Vice-Chairperson. The responsibilities, duties and limitations of the Vice-Chairperson of the Board shall be as follows: (a) Except for subsection (g), perform the Chairperson's duties under section 2-2 of these bylaws in the absence of the Chairperson. (b) Work with the Chairperson in all matters that concern the Board. (c) Oversee Board recruitment, Board development and membership terms consistent with the Boards, Committees and Commissions law and the DAP Law. (d) Notify the Oneida Business Committee Support Office of Board vacancies in accordance with the Boards, Committees and Commissions law. (e) Perform other duties as assigned by a majority vote of the members in attendance at a Board meeting of an established quorum. 2-4. Responsibilities of the Secretary. The responsibilities, duties and limitations of the Secretary of the Board shall be as follows: (a) Assist the Chairperson with calling meetings (regular and emergency); developing meeting agendas; and providing notice of meeting agendas, documentation and minutes, all in accordance with the DAP Law, these bylaws, and the Open Records and Open Meetings law. Page 4 of 11 8 of 31 Draft 1 for OBC Consideration (Redline to Current) 2022 01 19 183 184 185 186 187 188 189 190 191 192 193 194 195 196 197 198 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 (b) (c) (d) (e) (f) (g) Maintain the minutes, reports and correspondence of the Board, abiding by/ to the decisions of the Board and the Boards, Committees and Commissions law. Except for subsection (g), perform the Chairperson's duties under section 22 of these bylaws in the absence of the Chairperson and Vice-Chairperson. (1) The Secretary’s authority to call and/or preside over meetings of the Board shall be limited as follows: (A) In the event that both the Chairperson and Vice-Chairperson positions become vacant before the end of their terms, the Secretary shall be allowed to call Board meetings to fill the vacancies and preside over those meetings for the sole purpose of appointing new Officers, at which point the Chairperson, or Vice-Chairperson in the absence of the Chairperson, shall preside. In accordance with section 2-2 of these bylaws, assist the Chairperson with submitting quarterly reports to the Oneida Business Committee; annual and semi-annual reports to the General Tribal Council; and any other reports required/requested by the DAP Law, Oneida Business Committee or Oneida General Tribal Council. Ensure the Board meeting minutes are recorded in the proper format and approved by the Board before submitting to the Oneida Business Committee Support Office. Assist the Chairperson with the submission of approved Board meeting minutes to the Oneida Business Committee Support Office in accordance with these bylaws and the Boards, Committees and Commissions law. Perform other duties as assigned by majority vote of the members in attendance at a Board meeting of an established quorum. 2-5. Selection of Officers. The Officers shall serve terms of one (1) year and shall be nominated and appointed by majority vote of the members in attendance at a Board meeting of an established quorum that takes place prior to the beginning of the new fiscal year. (a) Terms of office shall run from the beginning of October through September of that same year. (b) No Officer shall serve for more than three (3) consecutive terms or hold more than one (1) Officer position per Officer term. (c) Board members may be dismissed from their Officer positions by majority vote of the members in attendance at a Board meeting of an established quorum. (d) In the event of a vacancy in an Officer position, a successor shall be appointed by majority vote of the members in attendance at a regular or emergency Board meeting of an established quorum for the duration of the unexpired term. 2-6. Subcommittees & Ad Hoc Committees. Subcommittees and/or ad hoc committees may be created or dissolved at any time by majority vote of the members in Page 5 of 11 9 of 31 Draft 1 for OBC Consideration (Redline to Current) 2022 01 19 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 269 270 271 272 273 274 (a) attendance at a Board meeting of an established quorum, so long as created/ dissolved in accordance with the Boards, Committees and Commissions law. Members of subcommittees and ad hoc committees shall not be eligible for stipends unless authorized by the Board and a specific exception is made by the Oneida Business Committee or the Oneida General Tribal Council. 2-7. Budgetary Sign-Off Authority and Travel. The Board shall follow the Nation’s policies and procedures regarding purchasing and sign-off authority. (a) LevelsThe levels of budgetary sign-off authority for the Board shall be as set forth in the manual titled, Oneida Tribe of Indians of Wisconsin Purchasing Policies and Procedures, for Area Directors/Enterprise Directors. (1) All Board Officers have sign-off authority and two (2) Officers shall be required to sign-off on all budgetary requests, except as follows:. (A) TheUpon formal approval of a purchase by the Board, the Oneida Business Committee Support Office shall have official budgetary sign-off authority over requests for stipends, travel per diem and business expense reimbursementthe Board. (b) The Board shall approve a member’s request to travel on its behalf by majority vote of the members present at a regular or emergency Board meeting of an established quorum. 2-8. Personnel. (a) The Board shall not have the authority to hire personnel for its benefit. Staff Designee. The Director of the ONAP shall be the Board’s Staff Designee. (1) In the absence of all Board Officers, the Staff Designee shall assume the responsibilities set forth in Article II of these bylaws that relate to documenting, recording and reporting on behalf of the Board. (2) ONAP staff may be used to provide administrative support, consistent with the Boards, Committees and Commissions law, to the Board when needed. Article III. Meetings 3-1. Regular Meetings. The regular meetings of the Board shall be held every second Tuesday of the monthquarterly at the Community Education CenterOneida Nation Arts Program Office located onat 1270 Packerland Drive in Green Bay, WI, commencing at 5:30 p.mor remotely, at a time to be determined so long as notice is provided in accordance with these bylaws and the Open Records and Open Meetings law. (a) (a) The meeting date, time and location may be reviewed by the Board and changed from time-to-time as deemed necessary by majority vote of the members in attendance at a Board meeting of an established quorum so long as notice is provided to all members in writing and, along with the public, in Page 6 of 11 10 of 31 Draft 1 for OBC Consideration (Redline to Current) 2022 01 19 275 276 277 278 279 280 281 282 283 284 285 286 287 288 289 290 291 292 293 294 295 296 297 298 299 300 301 302 303 304 305 306 307 308 309 310 311 312 313 314 315 316 317 318 319 320 (b) (c) 3-2. accordance with the Open Records and Open Meetings law, prior to the implementation of a new date, time and/or location. (1) Regular meetings of the Board may not be held in June, July and December to allow for those months to be dedicated to the Board’s volunteer work. (b) Board meetings may be attended in person, by telephone, through video conferencing or through other telecommunications so long as presence at the meeting occurs and is demonstrated in accordance with the Boards, Committees and Commissions law. Prior to a scheduled meeting, notice of the meeting location, agenda, and documents shall be forwarded by the Chairperson, with the assistance of the Secretary, in accordance with the DAP Law, these bylaws, and the Open Records and Open Meetings law. (1) All Board members shall be provided email notification of meeting agendas via the official Oneida Nation email address that was provided to each member to conduct business electronically on behalf of the Board (“Official Email”). (2) Meeting minutes shall be approved by majority vote of the members in attendance at a Board meeting of an established quorum and then sent to all Board members, via their Official Email addresses, as well as to the Oneida Business Committee Support Office in accordance with these bylaws. Emergency Meetings. An emergency meeting may be called to address urgent concerns that affect the existence of the Board and require action that cannot wait until the Board’s next scheduled meeting. (a) The Board shall attempt to use other means for urgent deadline-oriented approvals, including e-polls, before calling an emergency meeting. (b) An emergency meeting may be called by the Chairperson upon at least twenty-four (24) hours’ advance notice to all members of the Board. (1) Notice of emergency meetings shall be provided to all Board members by telephone call and via email communication sent to their Official Email address. (2) Notice of emergency meetings shall further be provided to all Board members, as well as the public, in accordance with the Open Records and Open Meetings law. (c) Within seventy-two (72) hours of an emergency meeting, the Board shall provide the Nation’s Secretary with notice of the emergency meeting, the reason for the meeting, and an explanation as to why the matter could not wait until the next regular meeting. Page 7 of 11 11 of 31 Draft 1 for OBC Consideration (Redline to Current) 2022 01 19 321 322 323 324 325 326 327 328 329 330 331 332 333 334 335 336 337 338 339 340 341 342 343 344 345 346 347 348 349 350 351 352 353 354 355 356 357 358 359 360 361 362 363 364 365 3-3. Joint Meetings. There shall be no joint meetings held between the Board and the Oneida Business Committee. 3-4. Quorum. 3-5. Order of Business. The order of business, as far as applicable, is: (a) (a) Call to Order/Roll Call (b) Welcome (c) Approval of Agenda (d) Minutes (Review & Approve) (b (e) Old Business (cf) New Business (dg) Action (a) (e) Minutes (Review & Approve) (fh) Adjourn/Roll Call 3-6. Voting. (a) (b) A quorum shall consist of no less than three (3) Board members, one (1) of which shall be the Chairperson, Vice-Chairperson or Secretary; provided, the Secretary is presiding over the meeting in accordance with section 2-4 (c) of these bylaws. Decisions of the Board shall be based on a majority vote of its members in attendance at a Board meeting of an established quorum. The Chairperson shall be permitted to participate and vote in the same manner as any other member of the Board. E-polls are permissible so long as conducted in accordance with the Boards, Committees and Commissions law. (1) The Vice-Chairperson shall serve as the Chairperson’s designee, responsible for conducting e-polls in the Chairperson’s absence or discretion. Article IV. Expectations 4-1. Behavior of Members. Members of the Board are expected to adhere to all governing laws, resolutions and policies of the Nation, including, but not limited to, the DAP Law; the Boards, Committees and Commissions law; these bylaws and as follows: (a) That, members of the Board are expected to agree to a Commitment to Serve and annually re-commit to their responsibilities on the Board and to the community. (b) That, Board members who find themselves unable to carry out the duties and responsibilities of their role and abide by expected behaviors, agree to resign their Board position to avoid enforcement under subsection (1) of this section 4-1. (1) Enforcement. Any Board member found in violation of this section who refuses to voluntarily resign may be subject to the following if Page 8 of 11 12 of 31 Draft 1 for OBC Consideration (Redline to Current) 2022 01 19 366 367 368 369 370 371 372 373 374 375 376 377 378 379 380 381 382 383 384 385 386 387 388 389 390 391 392 393 394 395 396 397 398 399 400 401 402 403 404 405 406 407 408 409 410 agreed upon by majority vote of the members in attendance at a Board meeting of an established quorum: (A) Board recommendation to the Oneida Business Committee for termination of the member’s appointment in accordance with the Boards, Committees and Commissions law or any other law of the Nation governing the termination of appointed officials. (B) Disciplinary action in accordance with any law of the Nation governing sanctions and penalties for appointed officials. 4-2. Prohibition of Violence. Board members are prohibited from engaging in or committing any violent intentional act that inflicts, attempts to inflict, or threatens to inflict emotional or bodily harm on another person, or damage to property. 4-3. Drug and Alcohol Use. The use and/or consumption of alcohol or prohibited drugs by Board members when acting in their official capacity is strictly forbidden. (a) Prohibited drugs are defined as marijuana, cocaine, opiates, amphetamines, phencyclidine (PCP), hallucinogens, methaqualone, barbiturates, narcotics, any other substances included in Schedules I though V under Section 812 of Title 21 of the United States Code, and prescription medication or overthe-counter medicine used in an unauthorized or unlawful manner. 4-4. Social Media. Members of the Board shall comply with the Nation’s Social Media Policy and their oath of office when using social media on behalf of or as a representative of the Board. 4-5. Conflict of Interest. All members of the Board are required to adhere to the Nation’s laws and policies governing conflicts of interest. (a) No member shall apply or accept a position of employment for the Oneida Nation Arts Program while serving as a member of the Board. Article V. Stipends and Compensation 5-1. Stipends. Members of the Dependent upon available budgeted funds, Board serve voluntarily; thus, even ifmembers are eligible, shall not be allowed to receive for the following OPTIONAL stipends under, subject to these bylaws, the Boards, Committees and Commissions law or, resolution BC-05-08-19-B1220-C titled, Amending Resolution BC-09-26-18-DAmended Boards, Committees and Commissions Law Stipends, as may be further amended from time-to-time hereafter. : (a) One (1) quarterly optional meeting stipend, provided that: (1) A quorum was established; Page 9 of 11 13 of 31 Draft 1 for OBC Consideration (Redline to Current) 2022 01 19 411 412 413 414 415 416 417 418 419 420 421 422 423 424 425 426 427 428 429 430 431 432 433 434 435 436 437 438 439 440 441 442 443 444 445 446 447 448 449 450 451 452 453 454 455 456 (2) 5-2. The meeting of the established quorum lasted for a minimum of one (1) hour; and (3) The Board member collecting the stipend was present for the entire meeting as defined and demonstrated in accordance with the Boards, Committees and Commissions law. Compensation. Besides the travel, per diem and business expense reimbursement authorized by the Boards, Committees and Commissions law, there are no other forms of compensation that members are eligible to receive for the duties/activities they perform on behalf of the Board. Article VI. Records and Reporting 6-1. Agenda Items. Agenda items shall be consistently maintained in the format identified under Article III, section 3-5, of these bylaws as the Order of Business. 6-2. Minutes. (b) The Board’s meeting minutes shall be typed and in a consistent format created by the Oneida Business Committee Support Office to generate the most informative record, to include, but not be limited to, a summary of the action requested/taken by the Board. Meeting minutes shall be reviewed for accuracy and then approved at the end of each meeting by a majority vote of the members present; provided, a quorum is still in existence. (1) The minutes shall be submitted to the Oneida Business Committee Support Office within seven (7) days of their approval. 6-3. Attachments. Handouts, reports, memoranda, and the like shall be attached to their corresponding minutes and agenda, maintained as a Board packet and filed with the Oneida Business Committee Support Office to maintain in accordance with the Open Records and Open Meetings law. 6-4. Oneida Business Committee Liaison. The Board shall regularly communicate with the member of the Oneida Business Committee who is its designated liaison. (a) All official correspondence of the Board, whether produced via email or in writing (i.e. agendas, minutes, recordings, submissions, reports), shall be copied to the liaison, as well as the liaison’s administrative support contact. (b) The Board and liaison shall further communicate when needed, the frequency and method of which shall be as agreed upon by the Board and the liaison, but not less than that required in any law or policy on reporting developed by the Oneida Business Committee or the Oneida General Tribal Council. 6-5. Audio Recordings. All meetings of the Board shall be audio recorded using an available device, supplied by the Oneida Business Committee Support Office or the Board, that can be uploaded to digital file storage. (a) Audio recordings shall be submitted to the Oneida Business Committee Support Office to be maintained alongside the Board’s meeting minutes in accordance with the Open Records and Open Meetings law. Page 10 of 11 14 of 31 Draft 1 for OBC Consideration (Redline to Current) 2022 01 19 457 458 459 460 461 462 463 464 465 466 467 468 469 470 471 472 473 474 475 476 477 478 479 480 481 482 (1) Exception. Audio recordings of executive session portions of a Board meeting shall not be required. Article VII. Amendments 7-1. Amendments. Amendments to these bylaws shall be made by a majority vote of the members in attendance at a regular or emergency Board meeting of an established quorum; provided, proper notice of the proposed amendments was furnished in accordance with these bylaws at a prior regular meeting. (a) Any amendments to these bylaws shall conform to the requirements of the Boards, Committees and Commissions law and any other policy of the Nation. (b) Amendments to these bylaws shall be approved by the Oneida Business Committee before implementation. (c) These bylaws shall be reviewed no less than on an annual basis. ______________________________________________________________________________ Adopted – BC-02-28-96 Amended – BC-06-22-11 Amended – BC-10-09-19 These By-laws, as amended and revised, are hereby approved by the Oneida Business Committee at a duly called meeting held on Month Day, Year, by the Secretary of the Oneida Business Committee’s signature. Lisa Liggins, Secretary Oneida Business Committee 483 484 485 Page 11 of 11 15 of 31 Draft 1 for OBC Consideration 2022 01 19 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 ONEIDA NATION ARTS BOARD BYLAWS Article I. Authority 1-1. Name. The name of this entity shall be the Oneida Nation Arts Board and may hereinafter be referred to as the Board. 1-2. Establishment. The Oneida Nation Arts Board was established by the Oneida Business Committee through adoption of resolution BC-8-4-93-A and expanded upon by the Oneida Nation Arts Program – Dollars for Art Project Policies law (“DAP Law”), adopted under resolution BC-09-13-00-C, as the entity delegated authority to oversee and administer the Oneida Nation Arts Program - Dollars for Arts Project. 1-3. Authority. (a) Purpose. The Board was established to assist in the promotion of a community that embraces art as a pathway to sovereignty, where traditional and contemporary arts are woven into the fabric of everyday life and embolden a sense of belonging. The Board was further established to provide advisory guidance and support to the Oneida Nation Arts Program (“ONAP”), and to oversee the Dollars for Arts Project (“DAP”) in accordance with the DAP Law, the Wisconsin Regranting Program guidelines, and any other governing program guidelines as may be amended from time-to-time hereafter. (b) Powers and Duties. The powers and duties that have been delegated to the Board include, but are not limited to, the following: (1) Advisory. (A) Advise and guide an impactful Oneida Nation Arts Program; and (B) Serve as a sounding board and feedback loop to the ONAP Director for matters related to the arts in the Oneida Nation. (2) Advocacy. (A) Participate in the arts through teaching, learning, sharing and outreach; (B) Support artists in the community through support of and participation in programs, events, arts groups and activities; and (C) Report ONAP/DAP/Board activities and impact to the Oneida Business Committee. (3) Evaluation. (A) Evaluate the ONAP by request of the ONAP Director; and (B) Provide support for determining impactful measures of ONAP/DAP success. (4) Fiscal. (A) Approve policies and procedures for the overall coordination and administration of the Wisconsin Regranting Program Page 1 of 10 16 of 31 Draft 1 for OBC Consideration 2022 01 19 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 (5) and any other governing program guidelines as may be amended from time-to-time hereafter; (B) Review and evaluate regranting annually; (C) Allocate DAP funds annually; and (D) Approve Fiscal Sponsorships. Carry out all additional powers/duties delegated to the Board through the DAP Law; Boards, Committees and Commissions law; and any other governing laws, policies, rules and/or resolutions of the Nation. 1-4. Office. The official mailing address of the Board shall be: Oneida Nation Arts Board P.O. Box 365 Oneida, WI 54155 1-5. Membership. The members of the Board shall be its Directors and there are no members who are not directors. (a) Number of Members. The Board shall consist of seven (7) members. (b) Appointed Members. Members of the Board shall be appointed by the Oneida Business Committee in accordance with the Boards, Committees and Commissions law for three (3) year terms. (1) Term Limits. Members of the Board shall serve no more than three (3) consecutive three (3) year terms. (2) Board members shall remain in office until: (A) End of Term. A vacancy is effective as of 4:30 p.m. on the last day of the month in which a member’s term ends. (i) Although a member’s term has expired, he or she shall remain in office until a successor has been sworn in by the Oneida Business Committee. (B) Resignation. A member may resign at any time verbally during a Board meeting or by delivering written notice to the Oneida Business Committee Support Office and the Board Chairperson or Chairperson’s designee. The resignation is deemed effective upon: (i) Deliverance of the written notice to the Oneida Business Committee Support Office and to the Board Chairperson or Chairperson’s designee; or (ii) Acceptance by Board motion of the member’s verbal resignation. (C) Termination. Termination of a member’s appointment shall be in accordance with the Boards, Committees and Commissions law. (c) Vacancies. Vacancies for any reason on the Board shall be filled for the remainder of the term through appointment by the Oneida Business Committee in accordance with the Boards, Committees and Commissions law. Page 2 of 10 17 of 31 Draft 1 for OBC Consideration 2022 01 19 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 (1) (d) The Board Chairperson shall provide the Oneida Business Committee with recommendations, by majority vote of the members in attendance at a Board meeting of an established quorum, on applicants for appointment pursuant to the process set forth in the Boards, Committees and Commissions law. Qualifications. Board members shall meet the following qualifications: (1) A majority shall be enrolled members of the Oneida Nation; (2) Be at least eighteen (18) years of age; (3) Have an interest and/or experience in the arts, marketing, business, government or nonprofit management; and (4) Shall not be an employee of the ONAP as of the date of application for Board membership. 1-6. Termination. Termination of a member’s appointment shall be carried out by the Oneida Business Committee in accordance with the Boards, Committees and Commissions law or any other law of the Nation governing the termination of appointed officials. (a) The Board may make a recommendation to the Oneida Business Committee for the termination of a member’s appointment based on the following: (1) The member accrues three (3) unexcused absences from Board meetings within a one (1) year period; and/or (A) A Board member shall be deemed unexcused if he or she fails to provide written notice of the absence to a Board Officer at least thirty (30) minutes before the start of the missed meeting. (2) The member violates any section of these bylaws and/or any governing laws of the Nation. (b) Recommendations to the Oneida Business Committee for termination of a member’s appointment shall be determined by a majority vote of the members in attendance at a Board meeting of an established quorum. 1-7. Trainings and Conferences. Members of the Board shall participate in mandatory Board Orientation training where they will become knowledgeable in the process of consensus decision-making and other subjects relevant to their positions. Article II. Officers 2-1. Officers. 2-2. The Board shall have three (3) Officers: Chairperson, Vice-Chairperson and Secretary. Responsibilities of the Chairperson. The responsibilities, duties and limitations of the Chairperson shall be as follows: (a) With the Secretary’s assistance, call meetings; develop meeting agendas; and provide notice of meeting agendas, minutes, and documents in accordance with the DAP Law, these bylaws, and the Open Records and Open Meetings law. (b) Preside at all meetings of the Board and facilitate orderly discussions. Page 3 of 10 18 of 31 Draft 1 for OBC Consideration 2022 01 19 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 (c) (d) (e) (f) (g) (h) Receive, review and monitor all correspondence from the Board, present to the Board and sign all correspondence approved by the Board. Submit approved Board meeting minutes, with assistance from the Board Secretary, to the Oneida Business Committee Support Office in accordance with these bylaws and the Boards, Committees and Commissions law. With the Secretary’s assistance, submit quarterly reports to the Oneida Business Committee, as well as annual and semi-annual reports to the Oneida General Tribal Council, pursuant to the Boards, Committees and Commissions law, and submit any other reports that are required or requested by the DAP Law, Oneida Business Committee or Oneida General Tribal Council. Attend, or designate a Board member to attend, the Oneida Business Committee meeting where the Board’s quarterly report appears on the agenda. Appoint an appeals committee to review requests for reconsideration of funding decisions in accordance with the DAP Law. Perform any other duties assigned by a majority vote of the members in attendance at a Board meeting of an established quorum. 2-3. Responsibilities of the Vice-Chairperson. The responsibilities, duties and limitations of the Vice-Chairperson of the Board shall be as follows: (a) Except for subsection (g), perform the Chairperson's duties under section 2-2 of these bylaws in the absence of the Chairperson. (b) Work with the Chairperson in all matters that concern the Board. (c) Oversee Board recruitment, Board development and membership terms consistent with the Boards, Committees and Commissions law and the DAP Law. (d) Notify the Oneida Business Committee Support Office of Board vacancies in accordance with the Boards, Committees and Commissions law. (e) Perform other duties as assigned by a majority vote of the members in attendance at a Board meeting of an established quorum. 2-4. Responsibilities of the Secretary. The responsibilities, duties and limitations of the Secretary of the Board shall be as follows: (a) Assist the Chairperson with calling meetings (regular and emergency); developing meeting agendas; and providing notice of meeting agendas, documentation and minutes, all in accordance with the DAP Law, these bylaws, and the Open Records and Open Meetings law. (b) Maintain the minutes, reports and correspondence of the Board, abiding by/ to the decisions of the Board and the Boards, Committees and Commissions law. (c) Except for subsection (g), perform the Chairperson's duties under section 22 of these bylaws in the absence of the Chairperson and Vice-Chairperson. (1) The Secretary’s authority to call and/or preside over meetings of the Board shall be limited as follows: Page 4 of 10 19 of 31 Draft 1 for OBC Consideration 2022 01 19 183 184 185 186 187 188 189 190 191 192 193 194 195 196 197 198 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 (A) (d) (e) (f) (g) In the event that both the Chairperson and Vice-Chairperson positions become vacant before the end of their terms, the Secretary shall be allowed to call Board meetings to fill the vacancies and preside over those meetings for the sole purpose of appointing new Officers, at which point the Chairperson, or Vice-Chairperson in the absence of the Chairperson, shall preside. In accordance with section 2-2 of these bylaws, assist the Chairperson with submitting quarterly reports to the Oneida Business Committee; annual and semi-annual reports to the General Tribal Council; and any other reports required/requested by the DAP Law, Oneida Business Committee or Oneida General Tribal Council. Ensure the Board meeting minutes are recorded in the proper format and approved by the Board before submitting to the Oneida Business Committee Support Office. Assist the Chairperson with the submission of approved Board meeting minutes to the Oneida Business Committee Support Office in accordance with these bylaws and the Boards, Committees and Commissions law. Perform other duties as assigned by majority vote of the members in attendance at a Board meeting of an established quorum. 2-5. Selection of Officers. The Officers shall serve terms of one (1) year and shall be nominated and appointed by majority vote of the members in attendance at a Board meeting of an established quorum that takes place prior to the beginning of the new fiscal year. (a) Terms of office shall run from the beginning of October through September of that same year. (b) No Officer shall serve for more than three (3) consecutive terms or hold more than one (1) Officer position per Officer term. (c) Board members may be dismissed from their Officer positions by majority vote of the members in attendance at a Board meeting of an established quorum. (d) In the event of a vacancy in an Officer position, a successor shall be appointed by majority vote of the members in attendance at a regular or emergency Board meeting of an established quorum for the duration of the unexpired term. 2-6. Subcommittees & Ad Hoc Committees. Subcommittees and/or ad hoc committees may be created or dissolved at any time by majority vote of the members in attendance at a Board meeting of an established quorum, so long as created/ dissolved in accordance with the Boards, Committees and Commissions law. (a) Members of subcommittees and ad hoc committees shall not be eligible for stipends unless authorized by the Board and a specific exception is made by the Oneida Business Committee or the Oneida General Tribal Council. Page 5 of 10 20 of 31 Draft 1 for OBC Consideration 2022 01 19 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 269 270 271 272 273 2-7. Budgetary Sign-Off Authority and Travel. The Board shall follow the Nation’s policies and procedures regarding purchasing and sign-off authority. (a) The levels of budgetary sign-off authority for the Board shall be as set forth in the manual titled, Oneida Tribe of Indians of Wisconsin Purchasing Policies and Procedures, for Area Directors/Enterprise Directors. (1) All Board Officers have sign-off authority and two (2) Officers shall be required to sign-off on all budgetary requests. (A) Upon formal approval of a purchase by the Board, the Oneida Business Committee Support Office shall have official budgetary sign-off authority for the Board. (b) The Board shall approve a member’s request to travel on its behalf by majority vote of the members present at a regular or emergency Board meeting of an established quorum. 2-8. Personnel. (a) The Board shall not have the authority to hire personnel for its benefit. Staff Designee. The Director of the ONAP shall be the Board’s Staff Designee. (1) In the absence of all Board Officers, the Staff Designee shall assume the responsibilities set forth in Article II of these bylaws that relate to documenting, recording and reporting on behalf of the Board. (2) ONAP staff may be used to provide administrative support, consistent with the Boards, Committees and Commissions law, to the Board when needed. Article III. Meetings 3-1. Regular Meetings. The regular meetings of the Board shall be held quarterly at the Oneida Nation Arts Program Office located at 1270 Packerland Drive in Green Bay, WI, or remotely, at a time to be determined so long as notice is provided in accordance with these bylaws and the Open Records and Open Meetings law. (a) The meeting date, time and location may be reviewed by the Board and changed from time-to-time as deemed necessary by majority vote of the members in attendance at a Board meeting of an established quorum so long as notice is provided to all members in writing and, along with the public, in accordance with the Open Records and Open Meetings law, prior to the implementation of a new date, time and/or location. (b) Board meetings may be attended in person, by telephone, through video conferencing or through other telecommunications so long as presence at the meeting occurs and is demonstrated in accordance with the Boards, Committees and Commissions law. (c) Prior to a scheduled meeting, notice of the meeting location, agenda, and documents shall be forwarded by the Chairperson, with the assistance of the Secretary, in accordance with the DAP Law, these bylaws, and the Open Records and Open Meetings law. (1) All Board members shall be provided email notification of meeting agendas via the official Oneida Nation email address that was Page 6 of 10 21 of 31 Draft 1 for OBC Consideration 2022 01 19 274 275 276 277 278 279 280 281 282 283 284 285 286 287 288 289 290 291 292 293 294 295 296 297 298 299 300 301 302 303 304 305 306 307 308 309 310 311 312 313 314 315 316 317 318 (2) provided to each member to conduct business electronically on behalf of the Board (“Official Email”). Meeting minutes shall be approved by majority vote of the members in attendance at a Board meeting of an established quorum and then sent to all Board members, via their Official Email addresses, as well as to the Oneida Business Committee Support Office in accordance with these bylaws. 3-2. Emergency Meetings. An emergency meeting may be called to address urgent concerns that affect the existence of the Board and require action that cannot wait until the Board’s next scheduled meeting. (a) The Board shall attempt to use other means for urgent deadline-oriented approvals, including e-polls, before calling an emergency meeting. (b) An emergency meeting may be called by the Chairperson upon at least twenty-four (24) hours’ advance notice to all members of the Board. (1) Notice of emergency meetings shall be provided to all Board members by telephone call and via email communication sent to their Official Email address. (2) Notice of emergency meetings shall further be provided to all Board members, as well as the public, in accordance with the Open Records and Open Meetings law. (c) Within seventy-two (72) hours of an emergency meeting, the Board shall provide the Nation’s Secretary with notice of the emergency meeting, the reason for the meeting, and an explanation as to why the matter could not wait until the next regular meeting. 3-3. Joint Meetings. There shall be no joint meetings held between the Board and the Oneida Business Committee. 3-4. Quorum. 3-5. Order of Business. The order of business, as far as applicable, is: (a) Call to Order/Roll Call (b) Welcome (c) Approval of Agenda (d) Minutes (Review & Approve) (e) Old Business (f) New Business (g) Action (h) Adjourn/Roll Call 3-6. Voting. A quorum shall consist of no less than three (3) Board members, one (1) of which shall be the Chairperson, Vice-Chairperson or Secretary; provided, the Secretary is presiding over the meeting in accordance with section 2-4 (c) of these bylaws. Decisions of the Board shall be based on a majority vote of its members in attendance at a Board meeting of an established quorum. Page 7 of 10 22 of 31 Draft 1 for OBC Consideration 2022 01 19 319 320 321 322 323 324 325 326 327 328 329 330 331 332 333 334 335 336 337 338 339 340 341 342 343 344 345 346 347 348 349 350 351 352 353 354 355 356 357 358 359 360 361 362 (a) (b) The Chairperson shall be permitted to participate and vote in the same manner as any other member of the Board. E-polls are permissible so long as conducted in accordance with the Boards, Committees and Commissions law. (1) The Vice-Chairperson shall serve as the Chairperson’s designee, responsible for conducting e-polls in the Chairperson’s absence or discretion. Article IV. Expectations 4-1. Behavior of Members. Members of the Board are expected to adhere to all governing laws, resolutions and policies of the Nation, including, but not limited to, the DAP Law; the Boards, Committees and Commissions law; these bylaws and as follows: (a) That, members of the Board are expected to agree to a Commitment to Serve and annually re-commit to their responsibilities on the Board and to the community. (b) That, Board members who find themselves unable to carry out the duties and responsibilities of their role and abide by expected behaviors, agree to resign their Board position to avoid enforcement under subsection (1) of this section 4-1. (1) Enforcement. Any Board member found in violation of this section who refuses to voluntarily resign may be subject to the following if agreed upon by majority vote of the members in attendance at a Board meeting of an established quorum: (A) Board recommendation to the Oneida Business Committee for termination of the member’s appointment in accordance with the Boards, Committees and Commissions law or any other law of the Nation governing the termination of appointed officials. (B) Disciplinary action in accordance with any law of the Nation governing sanctions and penalties for appointed officials. 4-2. Prohibition of Violence. Board members are prohibited from engaging in or committing any violent intentional act that inflicts, attempts to inflict, or threatens to inflict emotional or bodily harm on another person, or damage to property. 4-3. Drug and Alcohol Use. The use and/or consumption of alcohol or prohibited drugs by Board members when acting in their official capacity is strictly forbidden. (a) Prohibited drugs are defined as marijuana, cocaine, opiates, amphetamines, phencyclidine (PCP), hallucinogens, methaqualone, barbiturates, narcotics, any other substances included in Schedules I though V under Section 812 of Title 21 of the United States Code, and prescription medication or overthe-counter medicine used in an unauthorized or unlawful manner. Page 8 of 10 23 of 31 Draft 1 for OBC Consideration 2022 01 19 363 364 365 366 367 368 369 370 371 372 373 374 375 376 377 378 379 380 381 382 383 384 385 386 387 388 389 390 391 392 393 394 395 396 397 398 399 400 401 402 403 404 405 406 407 408 4-4. Social Media. Members of the Board shall comply with the Nation’s Social Media Policy and their oath of office when using social media on behalf of or as a representative of the Board. 4-5. Conflict of Interest. All members of the Board are required to adhere to the Nation’s laws and policies governing conflicts of interest. (a) No member shall apply or accept a position of employment for the Oneida Nation Arts Program while serving as a member of the Board. Article V. Stipends and Compensation 5-1. Stipends. Dependent upon available budgeted funds, Board members are eligible for the following OPTIONAL stipends, subject to these bylaws, the Boards, Committees and Commissions law, resolution BC-08-12-20-C titled, Amended Boards, Committees and Commissions Law Stipends, as may be further amended from time-to-time hereafter: (a) One (1) quarterly optional meeting stipend, provided that: (1) A quorum was established; (2) The meeting of the established quorum lasted for a minimum of one (1) hour; and (3) The Board member collecting the stipend was present for the entire meeting as defined and demonstrated in accordance with the Boards, Committees and Commissions law. 5-2. Compensation. Besides the travel, per diem and business expense reimbursement authorized by the Boards, Committees and Commissions law, there are no other forms of compensation that members are eligible to receive for the duties/activities they perform on behalf of the Board. Article VI. Records and Reporting 6-1. Agenda Items. Agenda items shall be consistently maintained in the format identified under Article III, section 3-5, of these bylaws as the Order of Business. 6-2. Minutes. (b) 6-3. The Board’s meeting minutes shall be typed and in a consistent format created by the Oneida Business Committee Support Office to generate the most informative record, to include, but not be limited to, a summary of the action requested/taken by the Board. Meeting minutes shall be reviewed for accuracy and then approved at the end of each meeting by a majority vote of the members present; provided, a quorum is still in existence. (1) The minutes shall be submitted to the Oneida Business Committee Support Office within seven (7) days of their approval. Attachments. Handouts, reports, memoranda, and the like shall be attached to their corresponding minutes and agenda, maintained as a Board packet and filed with the Oneida Business Committee Support Office to maintain in accordance with the Open Records and Open Meetings law. Page 9 of 10 24 of 31 Draft 1 for OBC Consideration 2022 01 19 409 410 411 412 413 414 415 416 417 418 419 420 421 422 423 424 425 426 427 428 429 430 431 432 433 434 435 436 437 438 439 440 441 442 443 444 445 446 6-4. Oneida Business Committee Liaison. The Board shall regularly communicate with the member of the Oneida Business Committee who is its designated liaison. (a) All official correspondence of the Board, whether produced via email or in writing (i.e. agendas, minutes, recordings, submissions, reports), shall be copied to the liaison, as well as the liaison’s administrative support contact. (b) The Board and liaison shall further communicate when needed, the frequency and method of which shall be as agreed upon by the Board and the liaison, but not less than that required in any law or policy on reporting developed by the Oneida Business Committee or the Oneida General Tribal Council. 6-5. Audio Recordings. All meetings of the Board shall be audio recorded using an available device, supplied by the Oneida Business Committee Support Office or the Board, that can be uploaded to digital file storage. (a) Audio recordings shall be submitted to the Oneida Business Committee Support Office to be maintained alongside the Board’s meeting minutes in accordance with the Open Records and Open Meetings law. (1) Exception. Audio recordings of executive session portions of a Board meeting shall not be required. Article VII. Amendments 7-1. Amendments. Amendments to these bylaws shall be made by a majority vote of the members in attendance at a regular or emergency Board meeting of an established quorum; provided, proper notice of the proposed amendments was furnished in accordance with these bylaws at a prior regular meeting. (a) Any amendments to these bylaws shall conform to the requirements of the Boards, Committees and Commissions law and any other policy of the Nation. (b) Amendments to these bylaws shall be approved by the Oneida Business Committee before implementation. (c) These bylaws shall be reviewed no less than on an annual basis. These By-laws, as amended and revised, are hereby approved by the Oneida Business Committee at a duly called meeting held on Month Day, Year, by the Secretary of the Oneida Business Committee’s signature. Lisa Liggins, Secretary Oneida Business Committee 447 448 449 Page 10 of 10 25 of 31 Analysis to Proposed Draft 2022 01 19 Oneida Nation Arts Board Bylaws Amendments Legislative Analysis SECTION 1. EXECUTIVE SUMMARY REQUESTER: Government Administrative Office Intent of the Bylaws Purpose Legislation Related to these Bylaws Enforcement/Due Process Public Meeting Fiscal Impact 1 2 3 4 SPONSOR: Jennifer A. Webster DRAFTER: Arts Board ANALYST: Carmen R. VanLanen The Oneida Nation Arts Board bylaws were added to the Active Files List per the request of the Government Affairs Office to amend the bylaws in accordance with the Legislative Procedures Act as follows: ▪ To add language to state that the Board was established to oversee the Dollars for Arts Project in accordance with Wisconsin Regranting Program guidelines; ▪ To update the language to change “regranting” to “Wisconsin Regranting Program”; ▪ To adjust the frequency and location of meetings; ▪ To update the Order of Business; and ▪ To allow Board Members to be eligible for one (1) quarterly optional meeting stipend. The Board was established to assist in the promotion of a community that embraces art as a pathway to sovereignty, where traditional and contemporary arts are woven into the fabric of everyday life and embolden a sense of belonging. The Board was further established to provide advisory guidance and support to the Oneida Nation Arts Program (“ONAP”), and to oversee the Dollars for Arts Project (“DAP”) in accordance with the Oneida Nation Arts Program - Dollars for Arts Project Policies (“DAP Law”) [Section 1-3(a)]. Oneida Nation Constitution, Boards, Committees and Commissions law, Oneida Nation Arts Program – Dollars for Arts Project Policies, Travel and Expense Policy, Conflict of Interest law, Social Media Policy, Open Records and Open Meetings law, Vehicle Driver Certification and Fleet Management law A member of the Board serves at the discretion of the OBC. Upon the recommendation of a member of the OBC or majority vote of the Board [Section 1-6(b)], a member of the Board may have his or her appointment terminated by the OBC. A two-thirds majority vote of the OBC shall be required to terminate the appointment of an individual. The OBC’s decision to terminate an appointment is final and not subject to appeal [1 O.C. 105-7-4]. Public meetings are not required for bylaws. A fiscal impact statement is not required for bylaws. SECTION 2. BACKGROUND A. The Board’s bylaws amendments were added to the Active Files List on December 1, 2021 with Jennifer A. Webster as the sponsor. Page 1 of 4 26 of 31 Analysis to Proposed Draft 2022 01 19 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 SECTION 3. COMPLIANCE WITH THE BOARDS, COMMITTEES AND COMMISSIONS LAW A. The bylaws comply with the Boards, Committees and Commissions law. SECTION 4. AMENDMENTS This section details the changes to the bylaws from the previously adopted bylaws. • Article I. Authority ▪ Section 1-3(a). – Language was added to the proposed bylaws to state that the Arts Board was established to oversee the Dollars for Arts Project in accordance with Wisconsin Regranting Program guidelines [proposed bylaws 1-3(a)]. • Impact: The language now states that the Board was further established to provide advisory guidance and support to the Oneida Nation Arts Program (“ONAP”), and to oversee the Dollars for Arts project (“DAP) in accordance with the DAP Law, and Wisconsin Regranting Program guidelines. A catchall was added to apply to all boards. ▪ Section 1-3(b)(4). – Fiscal. This section was revised to update the language to change ‘regranting’ to “Wisconsin Regranting Program” [proposed bylaws 1-3(b)(4)]. • Impact: The language now states that the powers and duties of the Board include approving policies and procedures for the overall coordination and administration of Wisconsin Regranting Program. • Article III. Meetings ▪ Section 3-1. Regular Meetings. Under the current bylaws, meetings of the Board shall be held every second Tuesday of the month at the Community Education Center [current bylaws 3-1]. This section was revised so that the regular meetings of the Board shall be held quarterly at the Oneida Nation Arts Program Office, or via Teleconference provided that the presence of any member attending a meeting virtually is demonstrated in accordance with the Boards, Committees and Commissions law [proposed bylaws 3-1]. • Impact: Meetings of the Board shall be held quarterly at the Oneida Nation Arts Program Office, or via Teleconference commencing, rather than monthly at the Community Education Center. The updated draft originally changed the time of commencement from 5:30 p.m. to 5:00 p.m. but was removed by the LOC to allow for more flexibility. With the onset of the COVID-19 pandemic, the Nation was forced to adjust many of its customary practices, including the manner in which it holds meetings by hosting them virtually or with very limited access to the public. This provision allows similar flexibility to the Arts Board to allow for the same so long as the following occurs in compliance with the Boards, Committees and Commissions law: ▪ The Arts Board demonstrates the presence of its members during a meeting by taking roll call on the record at both the beginning and end of the meeting; and ▪ If an Arts Board member experiences a technological issue during the meeting and it disrupts the member’s presence, he or she notifies the Arts Board of the technological issue as soon as possible. [1 O.C. 105.13-3(c)-(d)]. ▪ Section 3-5. Order of Business. Under the current bylaws, the Order of Business for Board meetings is as follows: (a) Welcome, (b) Old Business, (c) New Business, (d) Action, (e) Minutes (Review and Approve), (f) Adjourn [current bylaws 3-5]. This section was revised so that the new Order of Business is as follows: (a) Call to Order/Roll Call, (b) Welcome, (c) Approval of Agenda, (d) Minutes (Review and Approve), (e) Old Business, (f) New Business, (g) Adjourn/Roll Call [proposed bylaws 3-5]. Page 2 of 4 27 of 31 Analysis to Proposed Draft 2022 01 19 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 • • Impact: Call to Order/Roll Call, Approval of Agenda, and Roll Call during the adjournment of the meeting were added to the Order of Business. The Action portion of the meeting was removed from the Order of Business, and the Minutes (Review and Approve) portion was moved from e to d. The LOC accepted the changes to the chronology of the Order of Business but opted to keep Action as part of the Order. Article V. Stipends and Compensation ▪ Section 5-1. Stipends. Under the current bylaws, Board Members are not allowed to receive stipends, even if eligible [current bylaws 5-1]. This section was revised to allow Board Members to become eligible for optional stipends. Board Members would be eligible for one (1) quarterly optional meeting stipend [proposed bylaws 5-1]. • Impact: This revision allows Board members to become eligible for optional stipends. SECTION 5. RELATED LEGISLATION There are no conflicts between these bylaws and the Oneida Code of Laws. Below is a detailed list of laws that establish duties and requirements of the Board in addition to laws referenced in the bylaws. A. Oneida Nation Constitution. The Constitution of the Oneida Nation contains a provision that allows for the creation of committees for the proper conduct of tribal business of the Nation [Oneida Nation Constitution, Article IV, Section 1(g)]. There are no conflicts between these bylaws and the Oneida Nation Constitution. B. Boards, Committees and Commissions [1 O.C. 105]. This law establishes all requirements related to elected and appointed boards, committees and commissions of the Nation. The law governs the procedures regarding the appointment and election of persons to boards, committees and commissions, creation of bylaws, maintenance of official records, compensation, and other items related to boards, committees and commissions. Board members are eligible for optional stipends [Proposed Bylaws 51] as set forth in and subject to the Arts Board bylaws, this law, and resolution BC-05-08-19-B titled Amending Resolution BC-09-26-18-D Boards, Committees and Commissions Law Stipends, as may be further amended from time-to-time hereafter. The requirements for entity bylaws are contained in this law as well as a requirement that all existing entities of the Nation comply with the format detailed in the law and present the bylaws for adoption by the OBC within a reasonable timeframe. The proposed bylaws comply with and there are no conflicts with the Boards, Committees and Commissions law. C. Oneida Nation Arts Program – Dollars for Arts Project Policies [1 O.C. 128]. This law establishes guidelines for the Nation’s Dollars for Arts Project which is regranted funds from the Wisconsin State Arts Board. The law establishes the following requirements for the Board: approve the peer panel to make formal decisions about grant applications, identify and adopt application review criteria prior to funding cycle, approve panelists prior to granting cycle, one Board member is a non-voting member of the peer panel and chair’s and facilitates the meeting, determine funding awards based on panel’s decision and the Board Chair will appoint an appeals committee. The proposed bylaws comply and there are no conflicts with the Oneida Nation Arts Program – Dollars for Arts Project Policies. D. Travel and Expense Policy [2 O.C. 219]. Members of the Board are eligible to be reimbursed for travel and per diem to attend a conference or training with Board approval. All travel must be authorized by two (2) Officers in accordance with this law [2 O.C. 219.4-2] and the Boards, Committees and Commissions law [1 O.C. 105.10-3(b)(6)(B)]. The proposed bylaws comply and there are no conflicts with the Travel and Expense Policy. Page 3 of 4 28 of 31 Analysis to Proposed Draft 2022 01 19 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 E. Conflict of Interest [2 O.C. 217]. This law applies to the Board and establishes specific limitations to which information or materials that are confidential or may be used by a competitor of the Nation’s enterprises or interests may be used to protect the interests of the Nation. The Boards, Committees and Commissions law establishes that amended bylaws require members to disclose potential or real conflicts annually [1 O.C. 105.10-3(d)(5) and 105.15]. This aligns with the Conflict of Interest law of the Nation which allows for entities to outline further conflicts and prohibited activities resulting from those conflicts of interest [2 O.C. 217.7-2]. Penalties for failure to disclose conflicts of interest include termination of appointment in accordance with the Boards, Committees and Commissions law and enforcement of any penalties in accordance with the laws of the Nation [2 O.C. 217.6-2 and 6-3]. The proposed bylaws comply and there are no conflicts with the Conflict of Interest law. F. Social Media Policy [2 O.C. 218]. This law applies to the Board and regulates the Nation’s social media accounts, including how content is managed and who has authority to post on social media on behalf of the Nation. Boards, committees and commissions must register social media accounts with the Nation’s Secretary’s Office to include specific information related to access to the account, acknowledgment and compliance with the Computer Resources Ordinance [2 O.C. 215.8] and this policy, use a Nation issued email address, and ensure all content complies with all applicable laws of the Nation, state or federal laws. The bylaws comply and there are no conflicts with the Social Media Policy. G. Open Records and Open Meetings [1 O.C. 107]. This law details how records must be maintained and made available to the public and that meetings are open to the public unless specific criteria are met which allow the meetings to be closed [1 O.C. 107.15 and 107.17]. Public notice of meetings is also required by this law [1 O.C. 107.15-1]. The proposed bylaws comply and there are no conflicts with the Open Records and Open Meetings law. H. Vehicle Driver Certification and Fleet Management [2 O.C. 210]. The Board is considered an entity [2 O.C. 210.3-1(g)] and individual members are considered officials [2 O.C. 210.3-1(j)] under this law and are authorized to travel in the Nation’s vehicles. The law requires the Human Resources Department or designee to ensure drivers, including Board members, are certified to drive a vehicle of the Nation or a personal vehicle on Tribal business. The law requires Board members (officials) to have written consent from the Board prior to being approved to use a Tribal vehicle [2 O.C. 210.61(b)(2)]. Certification includes providing the Human Resources Department with the appropriate license, training certifications, and insurance information [2 O.C. 210.8-1]. Additionally, Board members must abide by all reporting requirements in this law [2 O.C. 210.9-2]. a. Board members who violate this law may be subject to: i. any laws regarding sanctions or penalties; and ii. termination of appointment following the Boards, Committees and Commissions law [1 O.C. 105]. Page 4 of 4 29 of 31 Oneida Nation Oneida Business Committee Legislative Operating Committee PO Box 365 • Oneida, WI 54155-0365 Oneida-nsn.gov r'\ =DODDOO ONEIDA AGENDA REQUEST FORM January 19, 2022 1) Request Date: _____________________________________________________ Kristen Hooker, Staff Attorney 2) Contact Person(s): ______________________________________ ,Legislative Reference Office Dept:____________________________ 920/869-4411 khooker@oneidanation.org Phone Number:_________________________ Email: __________________________________ Oneida Nation Emergency Planning Committee Bylaws 3) Agenda Title:___________________________________________________________________ 4) Detailed description of the item and the reason/justification it is being brought before the LOC: _______________________________________________________________________________ See Attached _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ List any supporting materials included and submitted with the Agenda Request Form Memo 1) ________________________________ 3) ________________________________ 2) ________________________________ 4) ________________________________ 5) Please list any laws, policies or resolutions that might be affected: _______________________________________________________________________________ 6) Please list all other departments or person(s) you have brought your concern to: ______________________________________________________________________________ 7) Do you consider this request urgent? □ Yes □ No If yes, please indicate why: ONEPC is trying to get up and running and would like this resolved in advance thereof. ________________________________________________________________ I, the undersigned, have reviewed the attached materials, and understand that they are subject to action by the Legislative Operating Committee. Signature of Requester: __________________________________________________________________________ Please send this form and all supporting materials to: LOC@oneidanation.org or Legislative Operating Committee (LOC) P.O. Box 365 Oneida, WI 54155 Phone 920-869-4376 A good mind. A good heart. A strong fire. 30 of 31 Oneida Nation Oneida Business Committee Legislative Operating Committee PO Box 365 • Oneida, WI 54155-0365 Oneida-nsn.gov TO: FROM: DATE: RE: r'\. =DODDDD= ONEIDA Legislative Operating Committee Kristen M. Hooker, Staff Attorney, Legislative Reference Office January 19, 2022 Removal of Oneida Nation Emergency Planning Committee Bylaws Amendments from the Active Files List On August 4, 2021, this item was added to the Active Files List per the request of Emergency Management Director, Kaylynn Gresham (“Director”). The Director was asking that amendments to the Oneida Nation Emergency Planning Committee (“ONEPC”) bylaws be developed to allow for directors of certain areas within the Nation to continue to sit on the ONEPC without being in violation of the Boards, Committees and Commissions law, which prohibits certain employee positions within the Nation from sitting as members of a board, committee or commission of the Nation due to the potential for an actual or perceived conflict of interest. On December 1, 2021, the Legislative Operating Committee (“LOC”) met to discuss the abovereferenced request. During the discussion, various options were explored to assist the Director in getting seats on the ONEPC filled with capable members. Essentially, it was decided that the goals of the Director could be achieved absent any amendments to the bylaws of the ONEPC that would allow area directors to serve despite the prohibitions of the Boards, Committees and Commissions law. Following the meeting of December 1, 2021, a communication was sent to the Director conveying the decision of the LOC and the reasons therefor. The Director was comfortable with the decision and is prepared to move forward without the requested amendments. Requested Action Remove the Oneida Nation Planning Committee bylaws amendments from the Active Files List. Page 1 of 1 A good mind. A good heart. A strong fire. 31 of 31 January 2022 January 2022 February 2022 SuMo TuWe Th Fr Sa SuMo TuWe Th Fr Sa 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY Dec 26 27 28 29 30 31 Jan 1, 22 2 3 4 5 6 7 8 9 10 11 12 13 14 15 20 21 22 27 28 29 4 5 9:30am LOC Work Session (Microsoft Teams Meeting) Clorissa N. Santiago 16 17 18 19 8:30am LOC Prep (BC_Conf_Roo m) - Clorissa 9:00am LOC Meeting 3:00pm Oneida Elder 23 24 25 26 9:30am LOC Work Session (Microsoft Teams Meeting) Clorissa N. Santiago 30 LOC 31 Feb 1 2 3 1 1/13/2022 10:39 AM --- Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/tribal%3Aoneida_nation%3A584c9ef5a3ca5a04. Public record. Not legal advice.