Chapter 15.05
GOVERNMENTAL CORPORATIONS
Sections:
15.05.020 Purpose – Constitutional authority.
15.05.030 Privileges and immunities.
15.05.050 Subsidiary corporation.
15.05.070 Voting stock – Alienation.
15.05.110 Tribal Courts – Jurisdiction – Enforcement of act.
15.05.150 Annual meeting – Annual report.
15.05.160 Contracts with officers.
15.05.010 Governmental Corporations Act – Tulalip Tribes of the Tulalip Reservation, corporations authorized.
This chapter shall be known as the Tulalip Tribal Governmental Corporations Act. There are hereby authorized to be created by duly adopted resolutions of the Board of Directors (Board) of the Tulalip Tribes of the Tulalip Reservation (Tribes), corporations which will be agencies and instrumentalities of the Tulalip Tribal government. The corporations organized and created under this chapter shall be subject to Tribal law, this chapter and, to the extent consistent with this chapter and other Tribal law, the Chapters ID, 2, 3, 4, 5, 6, 7, 8, 12, 13, 14, and 16 of the Revised Model Business Corporation Act, Annotated, as adopted by the American Bar Foundation. The right to repeal, alter or amend this chapter at any time is expressly reserved to the Board. [Ord. 82 § 100.1, 5-12-1995 (Res. 95-0089)].
15.05.020 Purpose – Constitutional authority.
(1) Indian tribes have been consistently recognized throughout the history of the United States of America to retain as governmental powers, where consistent with the trusteeship of the United States, all powers necessary to commercially utilize their undivided resources for the economic benefit of the tribes and organized corporations to do so. This chapter is intended to exercise and implement Tribal governmental, corporate, economic, and commercial powers, which are hereby declared by the Tribes to be of the same nature as all other Tribal powers pursuant to the provision of the Constitution of the Tribes.
(2) The Constitution of the Tribes, in its Preamble, in Article VI, Sections 1(K), (M) and (V) and in Article VIII, Sections 2, 11, and 12, provides for the exercise of governmental, corporate, economic and commercial powers by the Tribes and its Board of Directors to further the economic advancement of the Tulalip Indian people.
(3) The Tribes and their members have endured a century 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. There is now a need and an opportunity to develop Tulalip natural resources 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 Tribes adopts this chapter in order to meet the following independent goals: (a) carry out a constitutional mandate; (b) develop and manufacture Tribal natural resources to obtain the highest value possible for those resources; (c) raise the standard of living and education for all Tribal members; and (d) enter into and take advantage of governmental, business and commercial opportunities available to the Tribes.
(4) To accomplish the goals set out in subsection (3) of this section, this chapter is designed to further the development of all of the Tribal resources including but not limited to:
(a) The Tribal labor force on or near the Tulalip Indian Reservation;
(b) Timber;
(c) Minerals, oil and gas;
(d) Waters;
(e) Lands;
(f) Fish and wildlife;
(g) Agricultural products and livestock;
(h) Electric power.
(5) To accomplish the goals set out in subsections (3) and (4) of this section, the Board hereby finds that for purposes of efficiency and wise stewardship, it is necessary for the management of the economic development of Tribal resources to be separated from other governmental functions of the Tribes and placed within the responsibility of persons or entities different from the Board so that commercial development may take place within, and be based upon, the sphere of the economic marketplace rather than within the sphere of Tribal political concerns.
(6) The Tribes 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 Tribes has depended upon surplus revenues from the sale and utilization of Tribal natural resources. It is intended that the corporations created under this chapter will increase the revenues to the Tribes from the sale and utilization of Tribal natural and other resources by adding value to those resources through manufacturing, processing, exporting services, education and other means. Such surplus and additional revenues may be used to fund governmental programs and for the protection and security of Tribal members and residents of the Reservation. [Ord. 82 § 100.2, 5-12-1995 (Res. 95-0089)].
15.05.030 Privileges and immunities.
The corporations established under this chapter shall be considered to be governmental agencies and instrumentalities of the Tribes; and their officers and employees considered officers and employees of the Tribes, notwithstanding the fact that their work rules and conditions may differ from those of other Tribal employees; carrying out responsibilities imposed upon the Board for economic advancement of the Tribes and their members by the Constitution and Bylaws of the Tulalip Tribes of the Tulalip Reservation. Such corporations, their officers and employees shall, therefore, be entitled to all of the privileges and immunities enjoyed by the Tribes; including, but not limited to, immunities from suit in Tribal, Federal and State Courts, and Federal and State taxation, or regulation, except as specifically set out in the corporate charters granted pursuant to this chapter. [Ord. 82 § 100.3, 5-12-1995 (Res. 95-0089)].
15.05.040 Tribal taxation.
All activities of corporations created under this chapter shall be subject to taxation by the Tribes. [Ord. 82 § 100.4, 5-12-1995 (Res. 95-0089)].
15.05.050 Subsidiary corporation.
Any corporation created pursuant to this chapter may, by obtaining a charter from the Board pursuant to this chapter, establish a subsidiary corporation in which the Tribes or the parent corporation retains not less than 50 percent of the voting stock of the subsidiary corporation. A subsidiary corporation and its officers and employees have all the same purposes, powers, privileges and immunities as those of any other corporation established pursuant to this chapter. [Ord. 82 § 100.5, 5-12-1995 (Res. 95-0089)].
15.05.060 Ownership.
Every corporation created pursuant to this chapter shall have at all times at least 50 percent of its voting stock owned by the Tribes or a Tribal corporation created pursuant to this chapter unless some other percentage is specifically stated in the charter of the corporation. [Ord. 82 § 100.6, 5-12-1995 (Res. 95-0089)].
15.05.070 Voting stock – Alienation.
No voting stock in any corporation created pursuant to this chapter and owned by a corporation created pursuant to this chapter may be alienated without written approval by the Board. [Ord. 82 § 100.7, 5-12-1995 (Res. 95-0089)].
15.05.080 Organization.
The Board may, by resolution, appoint the initial, incorporating directors of 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 the corporation. [Ord. 82 § 100.8, 5-12-1995 (Res. 95-0089)].
15.05.090 Powers – Duration.
The powers of corporations created pursuant to this chapter shall be set out in the charters of the corporations and may include all standard powers of commercial corporations and the sovereign power of eminent domain. The duration of corporations created under this chapter shall be perpetual unless a different duration is stated in the charter. [Ord. 82 § 100.9, 5-12-1995 (Res. 95-0089)].
15.05.100 Lands.
Real property acquired by a corporation created pursuant to this chapter may be transferred: where permitted by the Federal law governing the ability of the Tribes to make such a transfer, to the ownership of the United States in trust for the Tribes and shall be by appropriate, lawful transfer placed into the control of the corporation by the Tribes. [Ord. 82 § 100.10, 5-12-1995 (Res. 95-0089)].
15.05.110 Tribal Courts – Jurisdiction – Enforcement of act.
Notwithstanding the immunity from suit conveyed upon corporations created pursuant to this chapter, the provisions of this chapter, the Model Corporations Act, Tribal regulatory acts, or Tribal enactments pursuant to this chapter may be enforced against any corporation created under this chapter, parent or subsidiary, its directors or officers, by an action in law or equity in the Tribal Courts of the Tribes, when brought by any member of the Board or a director of a parent corporation. [Ord. 82 § 100.11, 5-12-1995 (Res. 95-0089)].
15.05.120 Agent.
All corporations created under this chapter shall publicly designate and maintain a registered agent for service of documents on the Tulalip Indian Reservation. [Ord. 82 § 100.12, 5-12-1995 (Res. 95-0089)].
15.05.130 Assets.
The assets of each and every corporation created under this chapter when specifically granted to the corporation by the Tribes, or when obtained through a standard acquisition by the corporation, shall be separate and distinct from those of the Tribes. In no case shall Tribal assets not specifically pledged in a manner permitted by law be considered assets of a corporation created under this chapter for any purpose. [Ord. 82 § 100.13, 5-12-1995 (Res. 95-0089)].
15.05.140 Audits.
The governing body of every corporation chartered under this chapter shall require that an annual audit of the corporation by an outside auditor be conducted and made available to shareholders within a reasonable time of completion. The Board, by duly adopted resolution, may require that any corporation created under this chapter be audited by an independent auditor hired by the Board at any time and shall have the absolute right to require access to all corporate documents necessary for such an audit. [Ord. 82 § 100.14, 5-12-1995 (Res. 95-0089)].
15.05.150 Annual meeting – Annual report.
The governing body 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 Tulalip Indian Reservation, at which the governing body shall answer any questions asked of them by shareholders. Each governing body shall also file a full report of the financial and production activities of the corporation with the Board on an annual basis. [Ord. 82 § 100.15, 5-12-1995 (Res. 95-0089)].
15.05.160 Contracts with officers.
Notwithstanding any other provision of this chapter or charters or articles of incorporation granted pursuant to provisions of this chapter, all directors or officers of any governmental corporation chartered or licensed under this chapter, and any firm in which said directors or officers hold office, or are shareholders or owners, shall be disqualified from dealing or contracting with Tribal governmental corporations chartered under this chapter, 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 Tulalip Board of Directors; provided, this section shall not apply to the employment contracts of persons employed in full-time, management positions, by a governmental corporation or a subsidiary thereof. [Ord. 82 § 100.16, 5-12-1995 (Res. 95-0089)].
15.05.170 Bonding.
Notwithstanding any other provision of this chapter, or charters or articles of incorporation (and supplementing bylaws) granted pursuant to provisions of this chapter, all directors, officers, contractors and employees of any governmental corporation chartered or licensed under this chapter who are: (1) authorized, either individually or in conjunction with others, to expend funds on behalf of the governmental corporation or any of its subsidiaries or agencies, or (2) responsible for accounting for the funds of a governmental corporation or any of its subsidiaries or agencies, shall at all times be bonded or insured by the corporation to protect the assets of the corporation in an amount consistent with the financial responsibilities of the director, officer, contractor or employee. Such bonds or policies of insurance shall be obtained at the expense of the governmental corporation or the contractor and must be approved by the Board before the director, officer, contractor or employee is permitted to expend or account for funds.
No director, officer, contractor, or employee of a governmental corporation shall have authority under this chapter, or a charter granted under this chapter, to expend or account for corporate funds unless bonded or insured in compliance with this section. Any signature of a corporate director, officer, contractor or employee purporting to authorize expenditure of corporate funds shall be void if at the time the signature is given the director, officer, contractor, or employee is not bonded or insured as required by this section. [Ord. 82 § 100.17, 5-12-1995 (Res. 95-0089)].