102 Findings

The Council hereby finds and declares that:

(A) On June 14, 1976, upon the approval of the Articles of Incorporation ("Articles"), the Upper Mattaponi Indian Tribal Association, Inc. was incorporated under Virginia state law as a non-stock (non-profit) corporation (the "Tribal Association") for the benefit of the Upper Mattaponi People.

(B) In April 2016, the People created the "Constitution and By-Laws of the Upper Mattaponi Indian Tribe", which acted as a corporation known as the Upper Mattaponi Indian Tribe, Inc., a non-profit corporation organized under the laws of the Commonwealth of Virginia, in conjunction with the Tribe.

(C) On January 9, 2018, the United States officially recognized the Upper Mattaponi Tribe when it enacted the Thomasina E. Jordan Indian Tribes of Virginia Federal Recognition Act of 2017.

(D) On October 8, 2020, the Upper Mattaponi Indian Tribe, Inc. was renamed as the "Sharon Indian School Foundation, Inc." ("SISF" or "Foundation"), which became the successor corporation.

(E) On July 22, 2023, the voters approved the new Constitution of the Upper Mattaponi Tribe ("New Constitution"). The New Constitution expressly replaced the 2016 Constitution and By-Laws.

(F) The Board of Directors of the Foundation consists of five Members, whose terms of office as Board Members coincided with the terms of office of officials of the Tribe, which were altered and reset as a result of the approval of the New Constitution.

(G) The Council has identified the need to clarify the qualifications, requirements, terms of office, and process to select and install Board Members of the Foundation, and to direct the development of a formal process to address Board Member vacancies in the future.

(H) The Articles are silent on the issue of the expiration of Board Members' terms of office or the process to fill any Board Member vacancies.

(I) The 2023 Annual Report of the Foundation ("Annual Report") filed with the State Corporation Commission listed five Directors and officers.