Chapter 3.12
TRIBAL GOVERNMENT CORPORATION CODE
Sections:
Subchapter 1. Generally
3.12.010 Government corporations.
3.12.020 Purpose – Constitutional authority.
3.12.030 Privileges and immunities.
Subchapter 2. Powers, Jurisdiction, and Land Transfers
3.12.050 Tribal Courts – Jurisdiction.
Subchapter 3. Organization, Ownership, and Stock
3.12.080 Subsidiary corporation.
3.12.100 Voting stock – Alienation.
3.12.140 Annual meeting – Annual report.
3.12.150 Contracts with directors and officers.
Subchapter 1. Generally
3.12.010 Government corporations.
This chapter shall be known as the Puyallup Tribal Governmental Corporation Code. There are hereby authorized to be created, by the duly adopted ordinance of the Puyallup Tribal Council (Council) of the Puyallup Tribe of the Puyallup Reservation (Tribe), governmental corporations which will be agencies and instrumentalities of the Puyallup Tribal government. The corporations organized under this chapter shall be created by Charter approved by Tribal Council ordinance and shall be subject to Tribal law, this chapter and, to the extent consistent with this chapter and other Tribal law, Chapters 1D, 2, 3, 4, 5, 6, 7, 8, 12, 13, 14, and 16 of the 1983 Revised Model Business Corporation Act, annotated, as adopted by the Committee on Corporate Laws of the American Bar Association. The right to appeal, alter or amend this chapter at any time is expressly reserved. [Ord. 24889 (08/24/89); prior code § 3.03.010]
3.12.020 Purpose – Constitutional authority.
(a) Indian tribes retain as governmental powers all powers necessary to commercially utilize their undivided resources for the economic benefit of the Tribe and to organize economic corporations to do so. This chapter is intended to exercise and implement Tribal corporate, economic, and commercial powers, which are hereby declared by the Tribe to be of the same nature as all other Tribal powers, pursuant to the provisions of the Constitution and Bylaws of the Tribe.
(b) The Constitution and Bylaws, in its Preamble; in Article VI, Section 1, (c), (f), (l), (m), (q); Article VII, Section 2; Article IX, Section 2, 3, 11 and 12, provides for the exercise of corporate, economic and commercial powers by the Tribe, members of the Tribe, and their Council to further the economic advancement of the Puyallup Indian people.
(c) The Tribe and its members have endured centuries of economic deprivation and oppression. This fact has been recognized by the Congress of the United States through numerous Acts intended to assist in the development of Indian resources and in the historic Puyallup Land Settlement Act of 1989. There is now a need and an opportunity to develop the Puyallup Tribe’s settlement and other assets and human resources to provide a standard of living and education to all Tribal members equal to that of all citizens of the United States. The Tribe adopts this chapter in order to meet the following independent goals:
(1) To carry out a constitutional mandate;
(2) To reacquire a substantial land base from the reinvestment of Tribal income in properties located on or near the Puyallup Indian Reservation;
(3) To develop Tribal resources to obtain the highest value possible;
(4) To raise the standard of living and education for all Tribal members;
(5) To enter into and take advantage of other business and commercial opportunities available to the Tribe; and
(6) To promote the distinctive cultural heritage of the Puyallup Indian people.
(d) To accomplish the goals set out in subsection (c) of this section, this chapter is designed to further the economic development of all the Tribal resources including, but not limited to:
(1) The Tribal and Indian labor force on or near the Puyallup Indian Reservation;
(2) Lands;
(3) Water;
(4) Fish and wildlife;
(5) Agricultural products and livestock;
(6) Hydroelectric and other electric power;
(7) Commercial and industrial enterprises;
(8) Timber, minerals, oil and gas.
(e) To accomplish the goals set out in subsections (c)(3) and (4) of this section, the Council hereby finds that, for purposes of efficiency and wise stewardship, it is necessary for the management of the commercial and economic development of Tribal resources to be separated from other governmental functions of the Tribe and be placed within the responsibility of persons or entities different and politically separate from the Council.
(f) The Tribe for many years has operated governmental programs to protect the economic and social welfare of Tribal members and to protect the health and security of all persons on and near the Reservation. To support these programs, the Tribe has and will continue to depend upon the tax and proprietary revenues from Tribal and Tribal members’ commercial and industrial enterprises. Profits and taxes on profits, properties and activities of corporations established under this chapter may be used to fund Tribal programs for the protection and security of Tribal members and residents of the Reservation. [Ord. 24889 (08/24/89); prior code § 3.03.020]
3.12.030 Privileges and immunities.
The corporations established under this chapter shall be considered to be governmental agencies and instrumentalities of the Tribe; and their officers and employees shall be considered to be officers and employees of the Tribe, notwithstanding the fact that their work rules and conditions may differ from that of other Tribal employees; and officers and employees of such corporations shall be empowered to carry out responsibilities for economic advancement of the Tribe and its members. Except as otherwise provided by this chapter or by Charter, such corporations and their directors, officers and employees shall be entitled to all of the privileges and immunities enjoyed by the Tribe, including but not limited to immunities from suit in federal, state and Tribal courts, and exemption from federal and state taxation or regulation. The right to consent to suit may be delegated by charter to corporations created pursuant to this chapter; provided, however, there is hereby granted a limited consent to suit against any corporation created pursuant to this chapter. This consent to suit is limited to actions in Tribal Court to enforce contracts or other obligations arising in tort or from the application of federal or Tribal law. [Ord. 24889 (08/24/89); prior code § 3.03.030]
Subchapter 2. Powers, Jurisdiction, and Land Transfers
3.12.040 Powers – Duration.
The powers of corporations created pursuant to this chapter shall be set out in the charters of those corporations. The duration of corporations created under this chapter shall be perpetual unless a different duration is stated in the charter. [Ord. 24889 (08/24/89); prior code § 3.03.110]
3.12.050 Tribal Courts – Jurisdiction.
Notwithstanding the immunity from suit conveyed upon corporations created pursuant to this chapter, the provisions of this chapter, the Model Corporations Act provisions referenced in PTC 3.12.010, Tribal laws of general applicability, or provisions of Tribal charters adopted pursuant to this chapter, may be enforced against any such corporation, parent or subsidiary, its directors or officers by an action in the Tribal Courts of the Tribe, when brought by any members of the Council, by the Puyallup Tribal Prosecutor or by a director of the corporation against which relief is sought. [Ord. 24889 (08/24/89); prior code § 3.03.120]
3.12.060 Lands.
Real property acquired by a corporation created pursuant to this chapter may be transferred, where permitted by the federal and Tribal law governing the ability of the Tribe to make such a transfer, to the ownership of the United States in trust for the Tribe, and in those cases where such transfer has taken place, the lands shall be by appropriate, lawful transfer leased to or placed into the control of the corporation by the Tribe. [Ord. 24889 (08/24/89); prior code § 3.03.130]
Subchapter 3. Organization, Ownership, and Stock
3.12.070 Organization.
The Council shall by resolution appoint the initial, incorporating directors of all corporations created pursuant to this chapter. The election or appointment of corporate officers and the election of subsequent directors shall be governed by the provisions of the charter of incorporation. [Ord. 24889 (08/24/89); prior code § 3.03.210]
3.12.080 Subsidiary corporation.
For purposes of this chapter, the word “corporation” includes any economic enterprise, not-for-profit organization, or a limited liability company in which treatment may be qualified further under any formation documents. Any corporation created pursuant to this chapter may, by obtaining a charter from the Council pursuant to this chapter, establish a subsidiary corporation or corporations, including limited liability corporations or an LLC, in which the Tribe or the parent corporation retains not less than 51 percent of the voting stock of each subsidiary corporation. A subsidiary corporation and its officers and employees have all the same purposes, powers, privileges and immunities as any other corporation established pursuant to this chapter. [Res. 030424 (04/03/24); Ord. 24889 (08/24/89); prior code § 3.03.220]
3.12.090 Ownership.
Every corporation created pursuant to this chapter shall have at all times at least 51 percent of its voting stock owned by the Tribe or a Tribal corporation created pursuant to this chapter. [Ord. 24889 (08/24/89); prior code § 3.03.230]
3.12.100 Voting stock – Alienation.
Voting stock in any corporation created pursuant to this chapter and owned by a corporation created pursuant to this chapter may be alienated; provided, that the requirements of PTC 3.12.090 are met. [Ord. 24889 (08/24/89); prior code § 3.03.240]
3.12.110 Agent.
All corporations created under this chapter shall publicly designate and maintain a registered agent for service of process on the Puyallup Indian Reservation. [Ord. 24889 (08/24/89); prior code § 3.03.250]
3.12.120 Assets.
The assets of each corporation created under this chapter shall be separate and distinct from those of the Tribe. Tribal assets not specifically pledged to the corporation, in a manner permitted by law, shall not be considered assets of a corporation created under this chapter for any purpose, except as otherwise provided by Council resolution. [Ord. 24889 (08/24/89); prior code § 3.03.260]
3.12.130 Audit.
The Council, by the terms of any charter or by duly adopted resolution, may require that any corporation created under this chapter be audited by an independent auditor hired by the Council at any time and shall have the absolute right to require access to all corporate documents for any purpose. [Ord. 24889 (08/24/89); prior code § 3.03.270]
3.12.140 Annual meeting – Annual report.
The board of directors and management of each corporation created pursuant to this chapter shall hold at least one open meeting per year, on 10 days public notice, within the boundaries of the Puyallup Indian Reservation, at which the board shall answer any questions asked of them by Tribal members or members of the Council. Each board shall also file a full report of the financial and operational activities of the corporation with the Council on a quarter-yearly basis. [Ord. 24889 (08/24/89); prior code § 3.03.280]
3.12.150 Contracts with directors and officers.
Notwithstanding any other provisions of this chapter or charters granted pursuant to provisions of this chapter, all directors or officers of the governmental corporations chartered under this chapter, and any firm in which said directors or officers hold office, or are substantial shareholders or owners, shall be disqualified from dealing or contracting with the Tribal governmental corporation, or subsidiaries thereof, as either a vendor, purchaser, or otherwise, and such contracts or transactions shall be void, unless such contract or transaction has been fully disclosed to, and approved by, the governmental corporation’s board of directors; provided, this section shall not apply to the employment contracts of persons employed in full-time, management positions by the governmental corporation or subsidiary thereof. “Substantial shareholders or owners” shall mean greater than 10 percent of the voting stock or ownership interests controlled by such directors or officers. Shares or interests owned by family members shall be attributed to an individual director(s) or officer(s) for purposes of this section in determining control of voting stock or ownership interests. “Family members” shall mean great-grandparents, grandparents, parents, step-parents, brothers, sisters, children, grandchildren, and great-grandchildren. [Ord. 24889 (08/24/89); prior code § 3.03.290]