The September 5, 2009 General Council meeting was extremely successful. The Resolution passed and there were numerous insightful discussions about the future of the Nation. We received positive feedback from our out-of-town tribal members regarding our web conferencing system and we look forward to taking advantage of this technology for future meetings. Below is the approved Resolution #09-001. Please send any questions, comments, or concerns to firstname.lastname@example.org
GC Resolution #09-001
Resolution of the General Council Approving
Bank of Oklahoma Line of Credit
WHEREAS, the Delaware Nation, formerly known as the Delaware Tribe of Western Oklahoma, operates in accordance with the Constitution and By-Laws adopted by the nation, ratified in April 1973 and recognized by the Secretary of Interior, and
WHEREAS, according to the Constitution and By-Laws, “the Executive Committee shall act on behalf of the Nation in all matters upon which the Nation is empowered to act now or in the future…” (Article IV, Powers), and
WHEREAS, according to the Constitution and By-Laws, the Executive Committee does not have the power to provide a limited waiver of sovereign immunity absent express approval from a majority vote of the General Council.
THEREFORE, by a majority vote in a referendum election of a special question, the General Council hereby authorizes the President of the Delaware Nation, Kerry Holton, and his successors and assigns, or whomever the duly elected official is at the time, and any other member of the Executive Committee if an additional signature is required, to execute a limited waiver of sovereign immunity connection with a line of credit from Bank of Oklahoma, N.A., not to exceed $3.5 million dollars for the purposes of casino improvements and economic
THEREFORE, General Council further agrees that the language of the limited waiver of sovereign immunity shall state as follows:
“Nothing in this Agreement shall be deemed to be a general waiver of the Nation’s sovereign immunity from suit, except that the Nation hereby provides a limited waiver of its sovereign immunity, and consents to suit, alternative dispute resolution, enforcement and collection of judgment or award, injunction, specific performance, or declaratory relief as to any right, obligation or duty arising out of or under any or all of the Loan Documents, and for such purposes the Nation hereby expressly submits to and consents to the jurisdictions of (i) the United States District Court for the Western District of Oklahoma, or (ii) in the event that the United States District Court for the Western District of Oklahoma determines that it lacks jurisdiction over any such proceeding or otherwise fails or refuses to act, then to the jurisdiction of the Oklahoma State District Court for the District of Oklahoma County, and (iii) if none of the foregoing courts shall have jurisdiction, then to alternative dispute resolution as provided in Section 10.27 below. The purpose of this explicit waiver of tribal sovereign immunity is to induce Bank to enter into the transactions contemplated by this Agreement and is intended to allow the Bank to enforce any and all rights the Bank may have against the Nation under this Agreement, any of the Loan Documents, or under law. The Nation understands that the Bank would not enter into the transactions contemplated by this Agreement without the waiver of sovereign immunity”; and
NOW THEREFORE BE IT RESOLVED, The General Council hereby authorizes and directs Kerry Holton, President or Clifford Peacock, Treasurer (collectively the “Authorized Officers”), on behalf of the Nation (i) to borrow up to $3,500,000.00 from the Bank of Oklahoma, N.A. (Bank), (ii) to execute and deliver on behalf of the Nation all Loan Documents related to or necessary to such loan; and (iii) to grant to Bank a security interest in all receipts, revenues, and rents from the operation of any portion of the existing or proposed new Gold River Casino as well as in all personal furnishings, equipment, fixtures, and tangible personal property of any nature whatsoever used in or at the Gold River Casino facility, exclusive of any interest in real estate.
NOW THEREFORE BE IT FURTHER RESOLVED, that any and all of the Loan Documents referred to above may contain such recitals, covenants, agreements and other provisions as Bank may require and the Authorized Officers may approve, including a limited waiver of the Nation’s immunity from suit and a consent to suit or arbitration for the enforcement and collection of judgment or award, injunction, and specific performance or declaratory relief as to any right, obligation or duty arising out of or under any or all of the Loan Documents and a waiver of any application of the exhaustion of tribal remedies doctrine, and the execution of such instruments, agreements and documents by an Authorized Officer shall be conclusive evidence of such approval, and that the Authorized Officers are authorized from time to time to execute renewals or extensions of any and all such instruments, agreements, and documents.
NOW THEREFORE BE IT FURTHER RESOLVED, that Bank is authorized to act upon the foregoing resolutions until written notice of revocation is received by Bank, and that the authority hereby granted shall apply with equal force to the successors in office of the Authorized Officers.