Chapter 15.10 NONPROFIT FUNDS

(1) Unless otherwise provided, the provisions of this chapter apply to all funds which are controlled by the Board of Directors and are intended solely for the public benefit of the Tulalip Tribes and the community on or near the Tulalip Indian Reservation, Washington.

(2) Nothing in this section may be construed as a waiver of Tribal sovereign immunity or authority over any business activities within the Tribes’ jurisdiction when the exercise of Tribal powers is necessary to safeguard and promote the peace, safety, morals, and general welfare of the Tribes and Reservation as prescribed by law.

(3) Funds organized under this code shall be considered arms and instrumentalities of the Tulalip Tribal government. [Ord. 130 § 1.1, 10-6-2006 (Res. 2006-314)].

15.10.020 Purpose.

The fund as organized under this chapter is established for the lawful purpose of receiving gifts and funds and distributing monetary funds or property donated by individuals or corporations for any lawful charitable or public purpose or purposes including, but not limited to, one or more of the following purposes: benevolent; religious; missionary; educational; scientific; research; literary; musical; social; athletic; patriotic; political; civil; professional; commercial; industrial; business; or trade association; mutual or civic improvement; promotion of the arts. This chapter is enacted under the authority of Article VI, Sections 1(F), (K), (L), and (M) of the Constitution and Bylaws of the Tulalip Tribes and pursuant to 26 U.S.C. 7871 (2006), which allows Federally recognized Indian Tribal governments, including the Tulalip Tribes Board of Directors, as stated in the United States Internal Revenue Service Rev. Proc. 83-87, 1983-2 C.B. 606, to be treated as states for certain tax purposes. Such tax purposes are those regulated by 26 U.S.C. 170 (2006) allowing government entities to accept and distribute charitable donations for public purposes that will be an income tax deductible contribution to the donor. Any funds organized or chartered under this chapter shall be considered an arm or instrumentality of the Tulalip Tribes and the fund and its officers and employees shall possess the immunity from suit possessed by the Tulalip Tribes and its officers and employees and shall have the power to waive that immunity as set out herein. [Ord. 130 § 1.2, 10-6-2006 (Res. 2006-314)].

15.10.030 Definition of terms used in this chapter.

In this chapter:

(1) “Board of Directors” means the official constitutional government of the Tulalip Tribes.

(2) “Bylaws” means the code or codes of rules adopted for the regulation or management of the affairs of a fund irrespective of the names or names by which such rules are designated.

(3) “Charitable Fund Committee” means a group of individuals appointed by the Board of Directors or elected by those persons appointed by the Board of Directors for purposes of managing the Tulalip Tribes charitable funds.

(4) “Charter” means the original charter and all amendments thereto and, in the case of a fund created by a special ordinance or resolutions of the Charitable Fund Committee, means such special ordinance or resolution and any amendments thereto.

(5) “The Court” means, except where otherwise specified, the Tulalip Tribal Court.

(6) “Member” means a member of a group elected or otherwise authorized to govern the affairs of the fund, and includes trustees, governors, regents, and other terms of like import.

(7) “Fund” means a nonprofit fund formed under the sovereign powers of the Tribes.

(8) “Member” means (without regard to what a person is called in the charter or bylaws) any person who has been either elected by the Board of Directors or by the Charitable Fund’s Committee as a member of that fund’s Committee.

(9) “Charitable fund” or “public benefit fund” means:

(a) Any official Tulalip Tribes fund which is organized and operated exclusively for one or more of the following purposes: religious, charitable, scientific, testing for public safety, literary, educational, or prevention of cruelty to children or animals; or

(b) Any fund organized primarily for a public purpose and which is designated in its charter as an official Tulalip Tribes public benefit fund.

(10) “Treasurer” means the Tribal Treasurer or the agent or agents designated by her or him to perform any function vested in the Treasurer by this chapter.

(11) “Tribal Secretary” means the Secretary of the Board of Directors or the agent or agents designated by her or him to perform any function vested in the Treasurer by this chapter. [Ord. 130 § 1.3, 10-6-2006 (Res. 2006-314)].

15.10.040 Purposes and powers of funds.

Every fund established under the sovereign powers of the Tribes has the purpose of accepting and distributing gifts of monies or property to the Tulalip Tribes for the public benefit of the Tribes.

Unless its charter provides otherwise, every fund has perpetual duration and succession and has the same powers as an individual to do all things necessary or convenient to carry out its affairs, including without limitation power:

(1) To make and amend bylaws, not inconsistent with its charter or with the laws of the Tribes, for managing and regulating the affairs of the fund;

(2) To purchase, receive, lease, or acquire, whether by gift, devise, bequest or otherwise, and to own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;

(3) To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other entity;

(4) To make contracts and guarantees, incur liabilities, borrow money, issue notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises or income;

(5) To lend money for its purposes, invest and reinvest into funds, and take and hold real and personal property as security for the payment of funds so loaned or invested;

(6) To elect or appoint members, officers, employees, and agents of the fund, define their duties, and fix their compensation;

(7) Unless otherwise provided in the charter, to make donations for the public welfare or for religious, charitable, scientific research, or educational purposes, or for other purposes for which the fund is organized;

(8) To do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the fund. [Ord. 130 § 1.4, 10-6-2006 (Res. 2006-314)].

15.10.050 Limitations.

(1) A fund:

(a) Shall not have or issue shares of stock;

(b) Shall not pay dividends or make any disbursement of income to its members or officers;

(d) May pay compensation only up to a reasonable amount to its members, officers or agents for services rendered; and

(e) May confer benefits upon its members only in conformity with its purposes.

(2) A public benefit fund shall, upon dissolution, have its assets distributed for one or more purposes listed in the definition of “public benefit fund” contained in TTC 15.10.030. [Ord. 130 § 1.5, 10-6-2006 (Res. 2006-314)].

15.10.060 Defense of ultra vires.

No act of a fund and no conveyance or transfer of real or personal property to or by a fund shall be invalid by reason of the fact that the fund was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power may be asserted:

(1) In a proceeding by a member against the fund to enjoin the doing of any act, or the transfer of real or personal property by or to the fund. If the act or transfer sought to be enjoined is being, or is to be, performed pursuant to any contract to which the fund is a party, the Court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of such contract, provide compensation for the loss or damages sustained by them which may result from the action of the Court in setting aside and enjoining the performance of the contract;

(2) In a proceeding by the fund, whether acting directly or through a receiver, trustee, or other legal representative, or through members in a representative suit, against the incumbent or former officers or trustees of the fund; and

(3) In a proceeding by the Tribal Secretary, as provided in this chapter, to dissolve the fund or in a proceeding by the Tribal Secretary to enjoin the fund from the transaction of authorized acts. [Ord. 130 § 1.6, 10-6-2006 (Res. 2006-314)].

15.10.070 Fund name.

The fund name:

(1) Shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its charter; and

(2) Shall not be the same as, or deceptively similar to, the name of any fund organized under this chapter or any other code or resolution of the Tribes to transact business or conduct affairs in the Reservation. [Ord. 130 § 1.7, 10-6-2006 (Res. 2006-314)].

15.10.080 Registered office and registered agent.

Each fund shall have and continuously maintain on this Tulalip Reservation:

(1) A registered office; and

(2) A registered agent. [Ord. 130 § 1.8, 10-6-2006 (Res. 2006-314)].

15.10.090 Registered agent as an agent for service.

(1) The registered agent appointed by a fund as provided in this chapter shall be an agent of such fund upon whom a process, notice, or demand required or permitted by law to be served upon the fund may be served.

(2) Whenever a fund shall fail to appoint or maintain a registered agent in this Reservation or whenever its registered agent cannot, with reasonable diligence, be found at the registered office, then the Tribal Secretary shall be an agent of such fund upon whom any such process, notice, or demand shall be made by delivering to and leaving with them, or with any Clerk having charge of their office, duplicate copies of such process, notice or demand. In the event that any such process, notice or demand is served on the Tribal Secretary, he shall immediately cause one of such copies thereof to be forwarded by registered or certified mail, addressed to the fund at its registered office.

(3) The Tribal Secretary shall keep a record of all processes, notices, and demands served upon them under this section, and shall keep a record therein of the time of such service and their action with respect thereto.

(4) Nothing herein contained shall limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a fund in any other manner now or hereafter permitted by law. [Ord. 130 § 1.9, 10-6-2006 (Res. 2006-314)].

15.10.100 Establishment of fund.

Only the Board of Directors may establish a charitable fund for the purposes of this chapter. The Board may do so by passage of a Tulalip Tribes official resolution and signing, certifying, and delivering, in duplicate to the Tribal Treasurer, a charter for such fund. [Ord. 130 § 1.10, 10-6-2006 (Res. 2006-314)].

15.10.110 Charter.

(1) The charter shall set forth:

(a) A name for the fund that satisfies the requirements of this chapter;

(b) Stating the following:

(i) This fund is a public benefit fund.

(d) The purpose or purposes for which the fund is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity for the public benefit of the Tribes;

(e) If this fund will be governed by a Fund Committee;

(f) The names and addresses of the individuals who are to serve as the initial members;

(g) The street address of the fund’s initial registered office and the name of its initial registered agent at that office;

(h) Any provision which the founders elect to set forth in the charter stating the qualifications and rights of members and conferring, limiting, or denying the right to vote;

(i) If the members or any of them are not to be elected or appointed by members, a statement of the manner in which such members shall be elected or appointed, or that the manner of such election or appointment of such members shall be provided in the bylaws;

(j) Any provisions, not inconsistent with this chapter or any other law or ordinance of the Tulalip Tribes, which the founders elect to set forth in the charter for the regulation of the internal affairs of the fund, including any provision for distribution of assets on dissolution or final liquidation and any provisions which under this chapter are required or permitted to be set forth in the bylaws; and

(k) Provisions not inconsistent with law regarding the distribution of assets on dissolution.

(2) The charter may set forth:

(a) Provisions not inconsistent with law regarding:

(i) Managing and regulating the affairs of the fund;

(ii) Defining, limiting, and regulating the powers of the fund, its Charitable Fund Committee, and members; and

(iii) The characteristics, qualifications, rights, limitations and obligations attaching to each or any class of members.

(b) Any provision that under this chapter is required or permitted to be set forth in the bylaws.

(3) Each founder and member named in the charter must sign the charter.

(4) The charter need not set forth any of the powers enumerated in this chapter. [Ord. 130 § 1.11, 10-6-2006 (Res. 2006-314)].

15.10.120 Filing of charter.

(1) Duplicate originals of the charter shall be delivered to the Tribal Secretary.

(2) If the Tribal Secretary finds that the charter conforms to law, they shall:

(a) Endorse on each of such duplicate originals the word “filed” and the month, day, and year of filing thereof;

(b) File one certificate of charter to which they shall affix the other duplicate original; and

(c) Deliver the certificate of charter, together with the duplicate original of the charter affixed thereto, to the Board of Directors for passage at the next Board meeting.

(d) If the resolution accepting the charter is passed, the Tribal Secretary shall deliver the certificate of charter along with a copy of the Tribal resolution passing the charter to the Fund Committee Chair or its equivalent. [Ord. 130 § 1.12, 10-6-2006 (Res. 2006-314)].

15.10.130 Effect of issuance of charter.

Upon the passage of the charter, the fund’s existence shall begin, and such certificate of charter shall be conclusive evidence that all conditions precedent required to be performed by the fund have been complied with and that the fund has been established under this chapter, except as against the Tulalip Tribes in a proceeding to cancel or revoke the certificate of charter. [Ord. 130 § 1.13, 10-6-2006 (Res. 2006-314)].

15.10.140 Organization of Committee meetings.

After the issuance of the certificate of charter, an organizational meeting of the Charitable Fund Committee named in the charter shall be held at the call of a majority of the members named in the charter, for the purpose of adopting bylaws, electing officers, and transacting such other business as may come before the meeting. Unless all members waive notice, the members calling the meeting shall give at least three days’ notice thereof by mail to each member, which notice shall state the time and place of meeting. Any action permitted to be taken at the organization meeting of the members may be taken without a meeting, if each member signs an instrument which states the action so taken. [Ord. 130 § 1.14, 10-6-2006 (Res. 2006-314)].

15.10.150 Bylaws.

The initial bylaws of a fund shall be adopted by its Charitable Fund Committee. The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the Charitable Fund Committee unless otherwise provided in the charter or the bylaws. [Ord. 130 § 1.15, 10-6-2006 (Res. 2006-314)].

15.10.160 Annual report of funds.

(1) Each chartered fund shall prepare an annual report setting forth:

(a) The name of the fund;

(b) The address of its registered office and the name of its registered agent;

(d) The names and respective addresses, including street and number, if any, of the members and officers of the fund.

(2) Such annual report may be made on forms prescribed and furnished by the Tribal Secretary and the information therein contained shall be given as of the date of the execution of the report. It shall be executed by the fund, by its President, a Vice-President, Secretary, or Assistant Secretary, Treasurer, or Assistant Treasurer, or if the fund is in the hands of a receiver or receivers, or trustee, it shall be executed by such receiver, receivers, or trustee. [Ord. 130 § 1.16, 10-6-2006 (Res. 2006-314)].

15.10.170 Filing of annual report of fund.

Such annual report of a fund shall be delivered to the Tribal Secretary. If the Tribal Secretary, between the first day of January and the first day of March of each year, finds that such report conforms to law, he or she shall file the same and furnish a copy to the Board of Directors. If he or she finds that it does not so conform, he or she shall promptly return the same to the fund for any necessary correction. [Ord. 130 § 1.17, 10-6-2006 (Res. 2006-314)].

15.10.180 Certificates and certified copies to be received in evidence.

All certificates issued by the Tribal Secretary in accordance with the provisions of this chapter and all copies of documents filed in his or her office in accordance with the provisions of this chapter, when certified by him or her, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts therein stated. A certificate by the Tribal Secretary under the seal of his or her office, as to the existence or nonexistence of the facts relating to funds which would not appear from a certified copy of any of the foregoing documents or certificates shall be taken and received in all courts, public offices and official bodies as prima facie evidence of the existence or nonexistence of the facts therein stated. [Ord. 130 § 1.18, 10-6-2006 (Res. 2006-314)].

15.10.190 Forms to be furnished by the Tribal Secretary.

All reports required by this chapter to be filed in the office of the Tribal Secretary shall be made on forms which shall be prescribed and furnished by the Tribal Secretary. [Ord. 130 § 1.19, 10-6-2006 (Res. 2006-314)].

15.10.200 Audit.

The report required by this section shall include an audit of the finances of any fund chartered or organized under this chapter. The audit shall show that all funds received, expended or distributed by the fund shall have been received, expended or distributed in conformity with the requirements of this chapter and the charter of the fund. Failure by any fund to provide such annual audit, or to provide information in the audit that funds were received, expended or distributed in conformity with this chapter or a fund charter shall be cause for suspension of the charter of the fund. [Ord. 130 § 1.20, 10-6-2006 (Res. 2006-314)].

Article II. Committee Members and Officers

15.10.210 Duties of Charitable Fund Committee.

(1) Except as provided in subsection (2) of this section, all powers shall be exercised by or under the authority of and the affairs of the fund managed under the direction of its Charitable Fund Committee.

(2) The charter may authorize a person or persons to exercise some or all of the powers that would otherwise be exercised by the Committee. To the extent so authorized any such person or persons shall have the duties and responsibilities of members, and the members shall be relieved to that extent from such duties and responsibilities. [Ord. 130 § 2.1, 10-6-2006 (Res. 2006-314)].

15.10.220 Qualifications of members.

The charter or bylaws may prescribe qualifications for members. A member need not be a resident of the Reservation or a member of the fund unless the charter or bylaws so prescribe. A member shall be an individual who is least 18 years of age. [Ord. 130 § 2.2, 10-6-2006 (Res. 2006-314)].

15.10.230 Terms of members.

(1) All members (except the initial members) shall be elected, appointed or designated as provided in the charter or bylaws. If no method of designation or appointment is set forth in the charter or bylaws, the members (other than the initial members) shall be elected by the Board.

(2) A decrease in the number of members does not shorten an incumbent member’s term.

(3) Except as provided in the charter or bylaws:

(a) The term of a member filling a vacancy in the office of a member elected by members expires at the next election of members; and

(b) The term of a member filling any other vacancy expires at the end of the unexpired term which such member is filling.

(c) Despite the expiration of a member’s term he or she continues to serve until a successor is elected or appointed and qualifies or until there is a decrease in the number of members. [Ord. 130 § 2.3, 10-6-2006 (Res. 2006-314)].

15.10.240 Removal of elected members.

(1) The Committee may vote to remove one or more members with or without cause.

(2) A member may be removed by other members only at a meeting called for that purpose and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the member.

(3) An entire Fund Committee may be removed under subsections (1) and (2) of this section.

(4) The Committee of a fund may, without cause, remove a member who has been elected by that Committee by the vote of two-thirds of the members then in office or such greater number as is set forth in the charter or bylaws.

(5) If at the beginning of a member’s term on the Committee, the charter or bylaws provide that the member may be removed for missing a specified number of meetings, the Committee may remove the member for failing to attend the specified number of meetings. The member may be removed only if a majority of the members then in office vote for the removal. [Ord. 130 § 2.4, 10-6-2006 (Res. 2006-314)].

15.10.250 Removal of designated or appointed members.

(1) A designated member may be removed by an amendment to the charter or bylaws deleting or changing the designation.

(2) Appointed Members.

(a) Except as otherwise provided in the charter or bylaws, an appointed member may be removed without cause by the person appointing the member;

(b) The person removing the member shall do so by giving written notice of the removal to the member and either the presiding officer of the Board or the fund’s President or Secretary;

(c) A removal is effective when the notice is effective unless the notice specifies a future effective date. [Ord. 130 § 2.5, 10-6-2006 (Res. 2006-314)].

15.10.260 Vacancy on the Fund Committee.

(1) Unless the charter or bylaws provide otherwise, if a vacant office was held by an appointed member, only the person who appointed the member may fill the vacancy.

(2) If a vacant office was held by a designated member, the vacancy shall be filled as provided in the charter or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may be filled by the Board.

(3) A vacancy that will occur at a specific later date, by reason of a resignation or otherwise, may be filled before the vacancy occurs but the new member may not take office until the vacancy occurs. [Ord. 130 § 2.6, 10-6-2006 (Res. 2006-314)].

15.10.270 Meetings.

(1) The Charitable Fund Committee may hold regular or special meetings on or off the Reservation.

(2) Unless the charter or bylaws provide otherwise, the Charitable Fund Committee may permit any or all members to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which members participating may simultaneously hear each other during the meeting. A member participating in a meeting by this means is deemed to be present in person at the meeting. [Ord. 130 § 2.7, 10-6-2006 (Res. 2006-314)].

15.10.280 Action without meeting.

(1) Unless the charter or bylaws provide otherwise, action required or permitted by this chapter to be taken at a Charitable Fund Committee meeting may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents describing the action taken signed by each member, and included in the minutes or filed with the corporate records reflecting the action taken.

(2) Action taken under this section is effective when the last member signs the consent unless the consent specifies a different effective date.

(3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. [Ord. 130 § 2.8, 10-6-2006 (Res. 2006-314)].

15.10.290 Notice of meeting.

(1) Unless the charter or bylaws provide otherwise, regular meetings of the Charitable Fund Committee may be held as provided in the bylaws without notice.

(2) Unless the charter or bylaws provide for a longer or shorter period, special meetings of the Charitable Fund Committee must be preceded by at least two days’ notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the charter, bylaws or the provisions of this chapter. [Ord. 130 § 2.9, 10-6-2006 (Res. 2006-314)].

15.10.300 Waiver of notice.

(1) A member may waive any notice required by this chapter, the charter or the bylaws before or after the date and time stated in the notice. Except as provided by subsection (2) of this section, the waiver must be in writing, signed by the member entitled to the notice, and filed with the minutes or corporate records.

(2) A member’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless that member at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. [Ord. 130 § 2.10, 10-6-2006 (Res. 2006-314)].

15.10.310 Quorum.

(1) The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any such provisions, members having at least one-tenth of the votes entitled to be cast represented in person or by proxy shall constitute a quorum. The affirmative vote of a majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by this chapter, the charter or the bylaws.

(2) Unless otherwise provided by the charter or the bylaws, the members present at a duly organized meeting may continue to do business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum.

(3) If a meeting cannot be organized because a quorum has not attended, those present may adjourn the meeting from time to time until a quorum is present; when any business may be transacted that may have been transacted at the meeting as originally called. [Ord. 130 § 2.11, 10-6-2006 (Res. 2006-314)].

15.10.320 General standards for members.

(1) A member shall discharge his or her duties as a member, including duties as a member of a Committee:

(a) In good faith;

(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

(2) In discharging his or her duties a member is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

(a) One or more members, officers or employees of the fund whom the member reasonably believes to be reliable and competent in the matters presented;

(b) Legal counsel, public accountants, or other persons as to matters the member reasonably believes are within the person’s professional or expert competence; or

(c) A member of the Board of Directors as to matters within its jurisdiction, if the member reasonably believes the Board member merits confidence.

(3) A member is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.

(4) A member shall not be deemed to be a trustee with respect to the fund or with respect to any property held or administered by the fund, including, without limit, property that may be subject to restrictions imposed by the donor or transferor of such property, and notwithstanding that the fund may be a trustee with respect to the property.

(5) A member is not liable for any action taken as a member, or any failure to take any action, if he or she performed the duties of office in compliance with this section. [Ord. 130 § 2.12, 10-6-2006 (Res. 2006-314)].

15.10.330 Member conflict of interest.

(1) A conflict of interest transaction is a transaction with the fund in which a member of the fund has a direct or indirect interest. A conflict of interest transaction is not voidable or the basis for imposing liability on the member if the transaction was fair at the time it was entered into or is approved as provided in subsection (2) or (3) of this section.

(2) A transaction in which a member of a public benefit fund has a conflict of interest may be approved:

(a) In advance by the vote of the Charitable Fund Committee, a Committee of the Board, or the Board if:

(i) The material facts of the transaction and the member’s interest are disclosed or known to the Board or Committee of the Board; and

(ii) The members approving the transaction in good faith reasonably believe that the transaction is fair to the fund; or

(b) Before or after it is consummated, by obtaining approval of the:

(i) Member of commerce; or

(ii) Tribal Court in an action of which the member of commerce is given notice.

(3) A transaction in which a member of a mutual benefit fund has a conflict of interest may be approved if:

(a) The material facts of the transaction and the member’s interest were disclosed or known to the Charitable Fund Committee or a Committee of the Board and the Board of Committee of the Board authorized, approved, or ratified the transaction; or

(b) The material facts of the transaction and the member’s interest were disclosed or known to the members and they authorized, approved, or ratified the transaction.

(4) For purposes of this section, a member of the fund has an indirect interest in a transaction if:

(a) Another entity in which he or she has a material financial interest or in which he or she is a general partner is a party to the transaction; or

(b) Another entity of which he or she is a member, officer, or trustee is a party to the transaction and the transaction is or should be considered by the Charitable Fund Committee of the fund.

(5) For purposes of subsections (2) and (3) of this section, a conflict of interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the members on the Charitable Fund Committee who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved, or ratified under this section by a single member. If a majority of the members who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a member with a direct or indirect interest in the transaction does not affect the validity of any action taken under subsections (2) and (3) of this section if the transaction is otherwise authorized, approved, or ratified as provided in subsection (2) or (3) of this section.

(6) For purposes of subsection (3)(b) of this section, a conflict of interest transaction is authorized, approved or ratified if it receives the vote of a majority of the votes entitled to be counted under this subsection. Votes cast by or voted under the control of a member who has a direct or indirect interest in the transaction, and votes cast by or voted under the control of an entity described in subsection (4)(a) of this section, may not be counted in a vote of members to determine whether to authorize, approve, or ratify a conflict of interest transaction under subsection (3)(b) of this section. The vote of these members, however, is counted in determining whether the transaction is approved under other sections of this chapter. A majority of the voting members, whether or not present, entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section.

(7) The charter, bylaws, or a resolution of the Board may impose additional requirements on conflict of interest transactions. [Ord. 130 § 2.13, 10-6-2006 (Res. 2006-314)].

15.10.340 Liability for unlawful payments.

(1) Unless he or she complies with the applicable standards of conduct described in TTC 15.10.320, a member who votes for or assents to any payment of money by the fund to an officer or member made in violation of TTC 15.10.050 or the charter is personally liable to the fund for the amount of the payment that exceeds what could have been distributed without violating this chapter or the charter.

(2) A member held liable for an unlawful payment under subsection (1) of this section is entitled to contribution:

(a) From every other member who voted for or assented to the payment without complying with the applicable standards of conduct described in TTC 15.10.320; and

(b) From each officer or member who received an unlawful payment, for the amount of the unlawful payment, whether of not he or she accepted the payment knowing it was made in violation of this chapter or the charter. [Ord. 130 § 2.14, 10-6-2006 (Res. 2006-314)].

15.10.350 Officers.

(1) The officers of a fund shall consist of a President, a Secretary, and a Treasurer, and may include one or more Vice-Presidents, and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time and in such manner and for such terms not exceeding three years as may be prescribed in the charter or the bylaws. In the absence of any such provision, all officers shall be elected or appointed annually by the Charitable Fund Committee. If the bylaws so provide, any two or more offices may be held by the same person, except the offices of President and Secretary.

(2) The charter or the bylaws may provide that any one or more officers of the fund or other organizations shall be ex officio members of the Charitable Fund Committee.

(3) The officers of a fund may be designated by such other titles as may be provided in the charter or the bylaws.

(4) All officers and agents of the fund, as between themselves and the fund, shall have such authority and perform such duties in the management of the property and affairs of the fund as may be provided in the bylaws, or as may be determined by resolution of the Charitable Fund Committee not inconsistent with the bylaws.

(5) A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the Charitable Fund Committee.

(6) The bylaws or the Charitable Fund Committee shall delegate to one of the officers responsibility for preparing minutes of the members’ and members’ meetings and for authenticating records of the fund.

(7) The same individual may simultaneously hold more than one office in a fund.

(8) Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the Charitable Fund Committee or by direction of an officer authorized by the Charitable Fund Committee to prescribe the duties of other officers. [Ord. 130 § 2.15, 10-6-2006 (Res. 2006-314)].

15.10.360 Removal of officers.

Any officer or agent elected or appointed may be removed by the persons authorized to elect or appoint such officer or agent whenever, in their judgment, the best interest of the fund will be served thereby, but such removal shall be without prejudice to the contract right, if any, of the person so removed. Election or appointment of an officer or agent shall not in itself create contract rights. [Ord. 130 § 2.16, 10-6-2006 (Res. 2006-314)].

15.10.370 Standards of conduct for officers.

(1) An officer with discretionary authority shall discharge his or her duties under that authority:

(a) In good faith;

(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

(2) In discharging his or her duties an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

(a) One or more officers or employees of the fund whom the officer reasonably believes to be reliable and competent in the matters presented; or

(b) Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person’s professional or expert competence.

(3) An officer is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.

(4) An officer is not liable for any action taken as an officer, or any failure to take any action, if he or she performed the duties of office in compliance with this section. [Ord. 130 § 2.17, 10-6-2006 (Res. 2006-314)].

15.10.380 Resignation and removal of officers.

(1) An officer may resign at any time by delivering notice to the fund. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the fund accepts the future effective date, its Charitable Fund Committee may fill the pending vacancy before the effective date if the Charitable Fund Committee provides that the successor does not take office until the effective date.

(2) A Charitable Fund Committee may remove any officer at any time with or without cause. [Ord. 130 § 2.18, 10-6-2006 (Res. 2006-314)].

15.10.390 Insurance.

A fund may purchase and maintain insurance on behalf of an individual who is or was a member, officer, employee, or agent of the fund, or who, while a member, officer, employee, or agent of the fund, is or was serving at the request of the fund as a member, officer, partner, trustee, employee, or agent of another foreign or domestic fund, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him in that capacity or arising from his status as a member, officer, employee, or agent, whether or not the fund would have power to indemnify him or her against the same liability under this chapter. [Ord. 130 § 2.19, 10-6-2006 (Res. 2006-314)].

Article III. Amendment of Charter

15.10.400 Amendments to bylaws and charter of funds.

The Charitable Fund Committee may adopt one or more amendments to the fund’s bylaws and charter, subject to any approvals required by the charter or bylaws. The fund shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with TTC 15.10.290. The notice must also state that a purpose of the meeting is to consider a proposed amendment to the charter or bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. In addition to any requirements in the bylaws or charter concerning voting on proposed amendments, the amendment must be approved by a majority of the members in office at the time the amendment is adopted. [Ord. 130 § 3.1, 10-6-2006 (Res. 2006-314)].

15.10.410 Approval by third persons.

The charter or bylaws may require an amendment to the charter or bylaws to be approved in writing by a specified person or persons other than the Board. Such an article or bylaw provision may only be amended with the approval in writing of such person or persons. [Ord. 130 § 3.2, 10-6-2006 (Res. 2006-314)].

15.10.420 Notice of amendment.

(1) A fund amending its charter shall prepare a notice of amendment, which shall be executed in duplicate by the fund by its chief executive officer and shall be verified by the officer who has been delegated responsibility under TTC 15.10.350 for authenticating corporate records, and shall set forth:

(a) The name of the fund;

(b) The text of each amendment adopted;

(d) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the Charitable Fund Committee;

(e) If approval by members was required, the number of memberships outstanding and the total number of votes cast for and against the amendment;

(f) If approval of the amendment by some person or persons other than the members or the Board is required pursuant to TTC 15.10.410, a statement that the approval was obtained;

(g) A statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto;

(h) Where there are no members, or no members having voting rights, a statement of such fact, the date of the meeting of the Charitable Fund Committee at which the amendment was adopted, and a statement of the fact that such amendment received the vote of a majority of the members in office. [Ord. 130 § 3.3, 10-6-2006 (Res. 2006-314)].

15.10.430 Filing of amendment.

(1) Duplicate originals of the amendment shall be delivered to the Board.

(2) If the Board finds that the amendment conforms to law and agree to such changes, they shall:

(a) Pass a resolution approving the amendment to the charter;

(b) Endorse on each of such duplicate originals the word “filed,” and the month, day, and year of the filing thereof;

(d) Issue a certificate of amendment to which they shall affix the other duplicate originals; and

(e) Deliver the certificate of amendment, together with the duplicate original of the charter amendment affixed thereto, to the fund or its representative. [Ord. 130 § 3.4, 10-6-2006 (Res. 2006-314)].

15.10.440 Effect of certificate of amendment.

(1) Upon the issuance of the certificate of amendment, the amendment shall become effective and the charter shall be deemed to be amended accordingly.

(2) No amendment shall affect any existing cause of action in favor of or against such fund, or any pending suit to which such fund shall be a party, or the existing rights of persons other than members; and, in the event the corporate name shall be changed by amendment, no suit brought by or against such fund under its former name shall abate for that reason. [Ord. 130 § 3.5, 10-6-2006 (Res. 2006-314)].

Article IV. Dissolution

15.10.450 Voluntary dissolution.

A fund may dissolve and wind up its affairs in the following manner:

(1) The dissolution of the fund shall be authorized at a meeting of the Board of Directors upon the adoption of a resolution to dissolve by the vote of a majority of the members of the Board; and

(2) Upon adoption of such resolution by the Board, the fund shall cease to conduct its affairs except insofar as may be necessary for the winding up thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the fund and shall proceed to collect its assets and apply and distribute them as provided in this chapter. [Ord. 130 § 4.1, 10-6-2006 (Res. 2006-314)].

15.10.460 Distribution of assets.

The assets of a fund in the process of dissolution shall be applied and distributed as follows:

(1) All liabilities and obligations of the fund shall be paid, satisfied, and discharged, or adequate provisions shall be made therefor;

(2) Assets held by the fund upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements;

(3) Assets received and held by the fund subject to limitations, permitting their use only for charitable, religious, missionary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign funds, societies, or organizations engaged in activities substantially similar to those of the dissolving fund, pursuant to a plan of distribution adopted as provided in this chapter;

(4) Other assets, if any, shall be distributed in accordance with the provisions of the charter or the bylaws to the extent that the charter or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others; and

(5) Any remaining assets may be distributed to such persons, societies, organizations, or domestic or foreign funds as may be specified if a plan of distribution is adopted as provided in this chapter. [Ord. 130 § 4.2, 10-6-2006 (Res. 2006-314)].

15.10.470 Plan for distribution.

A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a fund in the process of dissolution and shall be adopted by a fund for the purpose of authorizing any transfer or conveyance of assets for which this chapter requires a plan for distribution. [Ord. 130 § 4.3, 10-6-2006 (Res. 2006-314)].

15.10.480 Revoking dissolution.

(1) When a Committee or the Board decides to revoke a dissolution, a resolution to revoke the voluntary dissolution proceeding shall be adopted at a meeting of the Board of Directors upon receiving the vote of a majority of the members in office; and

(2) Upon adoption of such resolution by the Board the fund may thereupon again conduct its affairs. If the charter of dissolution has been delivered to the Tribal Secretary, notice of such revocation shall be given to them in writing. [Ord. 130 § 4.4, 10-6-2006 (Res. 2006-314)].

15.10.490 Charter of dissolution.

If voluntary dissolution proceedings have not been revoked, when all debts, liabilities, and obligations of the fund shall have been made therefor, and all of the remaining property and assets of the fund shall have been transferred, conveyed, or distributed in accordance with the provisions of this chapter, a charter of dissolution shall be executed in duplicate by the fund, by its President or a Vice-President, and the fund seal shall be thereto affixed and attested by its Secretary or an Assistant Secretary, and such statement shall set forth:

(1) The name of the fund;

(2) Where there are members having voting rights:

(a) A statement setting forth the date of the meeting of members at which the resolution to dissolve was adopted, that a quorum was present at such meeting, and that such resolution received at least two-thirds of the votes entitled to be cast by members or represented by proxy at such meetings; or

(b) A statement that such resolution was adopted by consent in writing signed by all members entitled to vote with respect thereto;

(3) Where there are no members, or no members having voting rights, a statement of such fact, the date of the meeting of the Charitable Fund Committee at which the resolution to dissolve received the vote of a majority of the members in office;

(4) That all debts, liabilities, and obligations of the fund have been paid and discharged or that adequate provision has been made therefor;

(5) That all the remaining property and assets of the fund have been transferred, conveyed, or distributed in accordance with the provisions of this chapter; and

(6) That there are no suits pending against the fund in any court, or that adequate provisions have been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending suit. [Ord. 130 § 4.5, 10-6-2006 (Res. 2006-314)].

15.10.500 Filing of charter of dissolution.

(1) Duplicate originals of such charter of dissolution shall be delivered to the Tribal Secretary.

(2) If the Tribal Secretary finds that such charter of dissolution conforms to law, he shall, when all fees and charges have been paid as in this chapter prescribed:

(a) Endorse on each of such duplicate original the word “filed,” and the month, day, and year of such filing thereof;

(b) File one of such duplicate original in their office;

(d) Deliver the certificate of dissolution, together with the duplicate original of the charter of dissolution affixed thereto, to the representative of the dissolved fund.

(3) Upon the issuance of such certificate of dissolution, the existence of the fund shall cease, except for the purpose of suits, other proceedings, and appropriate corporate action by members and officers as provided in this chapter. [Ord. 130 § 4.6, 10-6-2006 (Res. 2006-314)].

15.10.510 Deposits with Tribal Secretary.

Upon the voluntary or involuntary dissolution of a fund, the portion of the assets distributable to any persons who are unknown or cannot be found, or who are under disability and there is no person legally competent to receive such distributive portion, shall be reduced to cash and be deposited with the Tribal Secretary and shall be paid over to such person or to his legal representative upon proof satisfactory to the Court of his rights thereto. [Ord. 130 § 4.7, 10-6-2006 (Res. 2006-314)].

15.10.520 Effect of invalidity of part of this chapter.

If a court of competent jurisdiction shall adjudge to be invalid or unconstitutional any clause, sentence, paragraph, section, or part of this chapter, such judgment or decree shall not affect, impair, invalidate, or nullify the remainder of this chapter, but the effect thereof shall be confined to the clause, sentence, paragraph, section, or part of this chapter so adjudged to be invalid or unconstitutional. [Ord. 130 § 4.8, 10-6-2006 (Res. 2006-314)].