Chapter 15.15 TULALIP CONSTRUCTION COMPANY

The official name of this enterprise, a division of the Federally chartered, Tribal corporation, shall be the “Tulalip Construction Company.” [Ord. 61 § 1.1, 4-6-1985].

15.15.020 Definitions.

(1) “Tribes” or “Tribal” refers to the Tulalip Tribes, Section 16 of the Indian Reorganization Act of 1934, as amended.

(2) “Company” means the Tulalip Construction Company.

(3) “Management Board” refers to the Board described in Article II of this chapter.

(4) “Reservation” includes the Tulalip Indian Reservation as established by Executive Order of December 23, 1873, and other lands that may have been, or are, added to the original Tulalip Reservation.

(5) “Tribal member” means any person whose name appears on the official roll of the Tulalip Tribes.

(6) “Voting member” means any Tribal member over the age of 18 years.

(7) “General council” is a collective term meaning all voting members of the Tribes.

(8) “Board,” unless otherwise indicated, means the Board of Directors of the Tulalip Tribes in its management capacity under the terms of the Corporate Charter of the Tulalip Tribes, as ratified October 3, 1936, and subsequently amended.

(9) “Corporate Charter” refers to the Federal Corporate Charter of the Tulalip Reservation, as ratified October 3, 1936, and subsequently amended. [Ord. 61 § 1.2, 4-6-1985].

15.15.030 Location.

The principal place of business and the office of the company shall be on the Tulalip Indian Reservation, with mailing address of 6700 Totem Beach Road, Marysville, Washington 98270. [Ord. 61 § 1.3, 4-6-1985].

15.15.040 Authorization.

The Tulalip Construction Company is established in accordance with and under the authority of Article VI, Section 1(F) of the Constitution and Bylaws of the Tulalip Tribes, as approved by the Secretary of the Interior on January 24, 1936, and subsequently amended. [Ord. 61 § 1.4, 4-6-1985].

15.15.050 Attributes.

The Tulalip Construction Company is an entity separate and distinct from, but wholly owned by, the Federally chartered Tribal corporation. Neither the Tulalip Tribes, nor any of its assets, nor those of members of the Tribes, including without limitation private and/or restricted or trust property, shall be subject to the payment of the debts of, or to the satisfaction of the obligations of the Tulalip Construction Company except as expressly stated herein.

Voting Tribal members who have a voting right with respect to the construction company, as herein provided, shall have limited liability equivalent to the limited liability of shareholders in the Tribes’ Federally chartered corporation, and their liability shall only extend to assets, if any, actually contributed to the construction company; provided, that the Board of Directors of the Tulalip Tribes shall adopt any necessary disqualification provisions to avoid conflicts of interest and comply with Federal laws regarding eligible contractors on Federally financed projects.

The Tulalip Construction Company is a legal creation of the Tulalip Tribes and is subject to the jurisdiction, laws, and ordinances of the Tribes. This chapter shall be deemed to be a waiver by the Tribes of sovereign immunity from suit only with respect to the Tulalip Construction Company, as a subsidiary corporate entity of the Federally chartered Tribal corporation, and its assets in accordance with the Federal charter of the Tribal corporation. Nothing in this chapter shall be deemed or construed to be a waiver of sovereign immunity from suit on the part of the Tulalip Tribes, or to allow any action against any of its assets, or to be a consent of the Tribes to the jurisdiction of any state with regard to the business or affairs of the Tribes, or to any cause of action, case of controversy, etc., except as unequivocally and expressly set forth herein. [Ord. 61 § 1.5, 4-6-1985].

15.15.060 Purposes.

The purposes of Tulalip Construction Company are:

(1) To promote, develop and operate a construction business enterprise both on and off the Tulalip Indian Reservation for the economic benefit of the Tribes; to develop the resources of the Reservation in such a way as to promote an orderly expansion of the construction industry, consistent with natural resource conservation and protection needs; to promote the general economic development and welfare of the Tribes; and to promote direct economic advancement of its membership, through distribution of construction enterprise profits pursuant to this chapter and the Corporate Charter, Section 8, and through employment and business-related opportunities.

(2) To do any and all activities which may be necessary, useful or desirable for the furtherance, accomplishment, fostering or attainment of the foregoing purposes, either directly or indirectly, either alone or in conjunction or cooperation with others, whether such others be persons or organizations, of any kind or nature, such as corporations, firms, associations, trusts, institutions, foundations, or governmental bureaus, departments, or agencies. [Ord. 61 § 1.6, 4-6-1985].

15.15.070 Powers.

In furtherance, but not in limitation, of the foregoing economic development purposes, the Tulalip Construction Company shall have the following powers:

(1) To purchase, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use and otherwise deal in and with money, securities, real and personal property, rights and services of any kind and description, or any interest therein; provided, that the company shall only have authority to purchase or exchange Tribal trust or individual trust or restricted real property, whether located on or off the Tulalip Indian Reservation, only upon the express, written approval of the Board of Directors of the Tulalip Indian Tribes. All real property acquired on the Reservation for use of the company shall be acquired in Tribal trust status.

(2) To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its nontrust/nonrestricted property and assets; provided, that title to all trust or restricted real property shall be and remain in its trust or restricted status; and provided further, that the company shall have authority to sell, convey, mortgage, exchange or transfer Tribal trust or individual trust or restricted real property, whether located on or off the Tulalip Indian Reservation, only upon the express, written approval of the Board of Directors of the Tribes, and in compliance with the Corporate Charter and any applicable Federal law, including, but not necessarily limited to, 25 U.S.C. 403a, 403a-2 and 415.

(3) To borrow money and make, accept, endorse, execute and issue bonds, debentures, promissory notes, guarantees, and other obligations of the company for monies borrowed, or in payment for property acquired or for any of the purposes of the company and to secure payment of any obligations by secured interest, mortgage, pledge, deed, indenture, agreement or other instrument of trust, or by other lien upon, assignment of or agreement in regard to all or any part of the property, rights or privileges of the company subject to the restrictions set out in subsections (1) and (2) of this section. The company may, in the documents evidencing any secured interest, mortgage, pledge, deed or indenture, expressly consent to the jurisdiction of the Tulalip Tribal Court, or any other court of competent jurisdiction over such of the company’s property as shall be expressly and specifically made subject to such interest, mortgage, pledge, deed or indenture. Nothing herein confers power upon the company to mortgage, pledge, or encumber other property of the Tulalip Indian Tribes, or its Tribal members.

(4) To arbitrate, compromise, negotiate, or settle any dispute related to the company’s authorized activities to which it is a party.

(5) To enter into, make, perform and carry out or cancel and rescind contracts for any lawful purpose pertaining to its business or which is necessary or incidental to the accomplishments of its purposes.

(6) To invest and reinvest its funds in such mortgages, bonds, notes, debentures, shares of preferred and common stock, and any other securities of any kind whatsoever and property, real, personal or mixed, tangible or intangible, as the company’s Management Board shall deem advisable and as may be permitted under applicable law or ordinance; provided, that the company shall have authority to invest or reinvest in Tribal or individual trust or restricted real property, whether located on or off the Tulalip Indian Reservation, only upon express written approval by the Board of Directors of the Tribes.

(7) To furnish management, administrative and other business advice, support, training and technical assistance to Indians involved in business ventures and programs owned, operated or assisted by the company.

(8) To conduct educational activities designed to provide instruction or training of Indians in technical language and job skills (related to the construction industry).

(9) To engage in the activities of owning and operating business ventures providing job training, employment and managerial development opportunities (related to the construction industry) to Indians.

(10) To enter into joint ventures and similar business affiliations, when consistent with the purposes and limitations of this chapter.

(11) To form separately licensed and bonded subdivisions to conduct business off the Reservation consistent with applicable State laws, and having powers and restraints similar to the parent company, or to obtain such licenses and bonds for the company, if deemed appropriate and otherwise consistent with this chapter.

(12) To sue in courts of competent jurisdiction within the United States.

(13) To be sued in the Tulalip Tribal Court, or any other court of competent jurisdiction, and be subject to levy of any judgment lien or attachment upon corporate income or chattels expressly and unequivocally pledged or assigned, and to a foreclosure action to the extent authorized in 25 U.S.C. 403a-2(c). In the event a subdivision is formed for off-Reservation business activities, only subdivision assets specifically pledged or assigned may be subject to such enforcement action.

(14) To conduct its affairs, carry on its operations, and exercise all the powers granted under this chapter and any other powers granted under the Federal Corporate Charter of the Tulalip Tribes, in any state, territory, district, or possession of the United States, or in any foreign country.

(15) To take all action which shall be necessary and proper for carrying into execution the foregoing powers and all of the powers vested by this chapter in the company, so long as such action is in compliance with all laws, ordinances, rules, and regulations duly adopted by the Tulalip Indian Tribes or the United States government. [Ord. 61 § 1.7, 4-6-1985].

Article II. Structure and Management

15.15.080 Ownership.

Ownership of the company is vested in the Tulalip Indian Tribes’ Federal corporate entity, with the power of voting as herein set forth. [Ord. 61 § 2.1, 4-6-1985].

15.15.090 Management Board.

The general policies, scope and procedures of the company shall be determined by the Management Board, which shall exercise all powers granted by this chapter. [Ord. 61 § 2.2, 4-6-1985].

15.15.100 Number and election/selection of Management Board members.

The Management Board shall consist of four members who shall be the three members of the Board of Directors serving on the Tribal Business Committee, and the Tribes’ Executive Director. All four Management Board members shall be voting members of the Management Board. [Ord. 61 § 2.3, 4-6-1985].

15.15.110 Terms of office.

Management Board members who are Business Committee members shall serve only during their term as Business Committee members. The Executive Director shall serve only so long as he retains that position. Each Management Board member shall hold office until their successors are selected. [Ord. 61 § 2.4, 4-6-1985].

15.15.120 Resignation.

Any Management Board member may resign at any time by delivering a written resignation to the Chairman or Vice-Chairman of the Management Board. Such resignation shall be effective upon receipt, unless otherwise provided by the terms thereof. [Ord. 61 § 2.5, 4-6-1985].

15.15.130 Removal.

Any Management Board member may be removed from office by a majority vote of the members of the Board present and voting at any duly called and held meeting of the Board. Removal shall be mandated in the event any Management Board member either misses three consecutive meetings or six meetings within any 12-month period. [Ord. 61 § 2.6, 4-6-1985].

15.15.140 Vacancies.

Whenever the number of Management Board members shall for any reason be less than the number fixed by this chapter, any vacancies may be filled by a majority vote of the Board at its next meeting. Each member so elected to fill a vacancy shall hold office for the remainder of the term of the position vacated. [Ord. 61 § 2.7, 4-6-1985].

15.15.150 Officers.

The officers of the company shall be a President, Vice-President, Secretary, and Treasurer, to be selected by the Board, from among its members. The officers shall be appointed each year by the Board. Unless an officer resigns, dies, or is removed prior thereto, he or she shall hold office until his or her successor has been chosen and qualified. Any officer may be removed, at any time with or without cause, by a majority vote of the Board. Vacancies in office may be filled for the unexpired portion of the term by the Board. Each officer shall be bonded in an amount set by the Board. [Ord. 61 § 2.8, 4-6-1985].

15.15.160 Annual meeting.

The annual meeting of the Management Board shall be held at the principal office of the company on the second Tuesday in January in each year. [Ord. 61 § 2.9, 4-6-1985].

15.15.170 Other meetings.

Regular meetings of the Management Board shall be held monthly at a time established by the Board. Special meetings shall be held at any time when called by either the Chairman or three members of the Management Board. Except as required for the annual meeting, each meeting of the Management Board shall be held at such place as shall be specified in the notice thereof. [Ord. 61 § 2.10, 4-6-1985].

15.15.180 Quorum.

Three members of the Management Board shall constitute a quorum. Those members present at a meeting at which there is no quorum may, by mutual consent, adjourn the meeting from time to time for a period not exceeding 10 days in any one case. [Ord. 61 § 2.11, 4-6-1985].

15.15.190 Notice of meetings.

Notice of each meeting of the Management Board shall be mailed to each member, addressed to his or her residence, or usual place of business, not less than five nor more than 20 days before the day on which the meeting is to be held, or notice may be delivered to such member personally not less than two days before the day on which the meeting is to be held. Notice of any meeting of the Management Board need not be given to any Board member who shall waive such notice whether before or after such meeting or if such member is present at the meeting. No notice need be given of any adjourned meeting of the Board. [Ord. 61 § 2.12, 4-6-1985].

15.15.200 Conduct of meetings.

At all meetings of the Management Board where a quorum is present, all matters shall be decided by a vote of the majority of the Management Board present at the meeting. The President shall preside at each meeting and in his absence the Vice-President shall so act.

The Management Board shall prepare and adopt bylaws which shall govern the activities of the Management Board, describe the duties of the officers and provide for such other matters as the Management Board shall consider appropriate. The bylaws may be altered, amended, or repealed and new bylaws may be adopted at the discretion of the Management Board. However, no bylaw shall be adopted which is inconsistent with the provisions of this chapter, without the approval and consent of the Board. [Ord. 61 § 2.13, 4-6-1985].

15.15.210 Telephone/other means of meeting.

Any Management Board member may participate in a meeting of the Management Board by telephone conference or similar arrangement which enables all Management Board members to participate meaningfully in the meeting. [Ord. 61 § 2.14, 4-6-1985].

15.15.220 Record of meetings.

The Secretary shall keep, or cause to be kept, a complete record of all Management Board meetings, copies of which shall be given to members of the Management Board and shall be available for inspection to members of the Tulalip Tribes. [Ord. 61 § 2.15, 4-6-1985].

15.15.230 Compensation.

The Management Board shall serve without compensation. However, they shall be reimbursed for actual expenses incurred in fulfilling their duties. Such reimbursement shall come from company funds. [Ord. 61 § 2.16, 4-6-1985].

15.15.240 Signatures.

Either the President or Vice-President of the Management Board may sign on behalf of the company. The Management Board may authorize the General Manager and certain other named employees to sign for and on behalf of the company, for specified purposes. [Ord. 61 § 2.17, 4-6-1985].

15.15.250 Responsibility and annual report.

The Management Board shall be directly responsible to the Board. The Management Board shall present to the Board of Directors a report of the company’s activities during the preceding year, as provided in TTC 15.15.410, and such other reports, at such times, as are required by the Board. [Ord. 61 § 2.18, 4-6-1985].

15.15.260 Committees.

The Management Board may from time to time establish committees with such duties and length of responsibility as the Management Board may deem necessary. [Ord. 61 § 2.19, 4-6-1985].

15.15.270 Hiring.

The Management Board may hire such additional employees as it deems necessary, consistent with the Tribal Personnel Policy Manual and the budget of the company. The employees shall be entitled to the same benefits and immunities of employees of the Tulalip Tribal government. [Ord. 61 § 2.20, 4-6-1985].

15.15.280 Powers and duties of officers.

The officers of the Management Board shall have the following powers and duties:

(1) President. The President shall preside at meetings of the Management Board, and shall have other powers and duties as may from time to time be assigned to him by the Management Board.

(2) Vice-President. The Vice-President shall, in the absence or disability of the President, exercise all powers, assume the responsibilities, and perform the duties of the President and shall have such other powers and duties as may from time to time be assigned to him by the Management Board.

(3) Secretary. The Secretary shall issue notices for meetings, except for the notices for special meetings of the Management Board which are called by the requisite number of Board members, shall keep minutes of all meetings, shall have charge of the seal and the books, and shall make such reports and perform such other duties as are incident to his/her office, or are properly required of him/her by the Management Board.

(4) Treasurer. The Treasurer shall have the custody of company monies and securities and shall keep, or cause to be kept, regular books of account. He/she shall disburse the funds of the company in payment of the just demands against it or as may be ordered by the Management Board, taking proper vouchers for such disbursements, and shall render to the Management Board from time to time, as may be required, an account of all his/her transactions as Treasurer and of the financial condition of the company. He/she shall perform such other duties incident to his office that are properly required of him by the Management Board.

(5) Delegation. In the case of absence or inability to act of any officer and of any person herein authorized to act in his place, the Management Board may from time to time delegate the powers or duties of such officer to any other officer or any Management Board member, or other person whom it may select. [Ord. 61 § 2.21, 4-6-1985].

Article III. Management

15.15.290 General Manager.

The management shall have the authority to hire a General Manager for the company under a written employment contract. The General Manager selected and his employment contract are subject to the approval of the Board. The General Manager, if hired, shall be bonded in an amount set by the Management Board sufficient to protect the company and shall have the following powers and duties:

(1) He shall be responsible for daily operations of the company entrusted to his charge and for the carrying out of the policies, plans and procedures established by the Management Board.

(2) He shall be responsible for employing, directing, training and discharging all employees under his charge. In hiring, he shall follow Indian preference procedures adopted by the Tulalip Tribes, and the Tribes’ personnel policy. All salaries and wages shall be an expense of the company and will be in accordance with pay scales approved by the Management Board.

(3) He shall have the power to direct purchasing and sales within limits set by the Management Board.

(4) He shall be responsible for planning and development as directed by the Management Board.

(5) He shall be responsible for income and expenditures, budgeting and accounting for enterprises under his direction.

(6) He shall be required to make periodic reports to the Management Board and to the Board. [Ord. 61 § 3.1, 4-6-1985].

15.15.300 Professional services.

The company shall be entitled to retain consultants and/or attorneys when the services of such are determined by the Management Board to be required for the proper functioning of the company. [Ord. 61 § 3.2, 4-6-1985].

15.15.310 Indemnification of directors, officers and employees.

The company shall indemnify any person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding either civil, criminal, administrative or investigative solely by reason of the fact that he or she is or was a director, officer, agent or employee acting on behalf of the company or is or was serving at the request of the company as a director or officer of another enterprise or corporation, against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding to the extent that such person is not otherwise indemnified. However, the company shall not indemnify such director or officer if the Management Board shall determine, pursuant to a judicial decision in any such actions, suit or proceeding or independently, in case of settlement, that the director or officer had failed to act in good faith and with that degree of diligence, care and skill which ordinarily prudent men would exercise under similar circumstances in like positions. The right of indemnification provided for herein shall not be deemed exclusive of any other rights to which such director or officer may be entitled and shall inure to the benefit of the heirs, executors, and administrators of any such person. [Ord. 61 § 3.3, 4-6-1985].

Article IV. Operation of Company

15.15.320 Deposit of funds.

All funds of the company not otherwise employed shall be deposited in such banks, trust companies or other reliable depositories as the Management Board may from time to time determine. Each account in any depository selected by the Management Board shall be in the name of the company, and not the Tulalip Tribes. [Ord. 61 § 4.1, 4-6-1985].

15.15.330 Checks, etc.

All checks, drafts, or other order for payment of money, notes or other evidence of indebtedness shall be signed or endorsed by such manner as the Management Board from time to time may determine, but shall not be signed or endorsed in the name of the Tribal government. [Ord. 61 § 4.2, 4-6-1985].

15.15.340 Loans.

No loan or advance shall be contracted on behalf of the company, and no note, debenture, bonds, guarantees or other evidence of indebtedness shall be issued in its name, unless and except as authorized by the Management Board. Each such authorization of the Board shall relate to specific transactions, and may include authorization to pledge, as security for loans and advances so authorized, any or all securities or other properties at any time owned by the company. The company may not affect or encumber any Tribal assets without the express written consent of the Board of Directors of the Tribes. [Ord. 61 § 4.3, 4-6-1985].

15.15.350 Contracts.

When authorized by the Management Board, the President or other officers or agents of the company may, in the name of and on behalf of the company, enter into such contracts or execute and deliver such instruments as are authorized by the Management Board. Such authorization by the Management Board may be general or confined to specific transactions. [Ord. 61 § 4.4, 4-6-1985].

15.15.360 Representation of shares of other enterprises or corporations.

The President and the Secretary are authorized to vote, represent and exercise on behalf of the company, in person or by proxy, all rights incident to any and all shares of any other enterprise or corporation held in the name of the company. [Ord. 61 § 4.5, 4-6-1985].

15.15.370 Insurance.

Fire and other insurance on property owned by the company or on property in which the company has an insurable interest shall be in amounts and type specified by the Management Board. The company shall carry liability insurance in an amount or amounts specified by the Management Board. [Ord. 61 § 4.6, 4-6-1985].

15.15.380 Fiscal year.

The fiscal year of the company will be the same as the Tulalip Tribes. [Ord. 61 § 4.7, 4-6-1985].

15.15.390 Petty cash fund.

A petty cash fund is authorized to be established for the company in an amount to be set by the Management Board. This fund may be used to pay small expenses when necessity demands, and to pay small obligations when it is unfeasible to pay by check on the official depository. [Ord. 61 § 4.8, 4-6-1985].

15.15.400 Records.

There shall be maintained at the principal office of the company all financial books and records, including, but not limited to, all minutes of the Management Board meetings, and copies of all other materials, books, records, documents, and contracts. All such books, records, minutes, documents, and contracts shall be made available for inspection at any reasonable time during usual business hours (1) by any members of the Tulalip Tribes, or its Board of Directors, for any lawful and proper purpose, and (2) by any Management Board member or authorized representative thereof, for any lawful and proper purpose. Upon leaving office each officer or Board member of the company shall turn over to his successor, and the President, in good order, such monies, books, records, writs, documents, contracts or any other property of the company as have been in the custody of such person or his agent during his term of office. [Ord. 61 § 4.9, 4-6-1985].

15.15.410 Reports.

The Management Board of the company shall annually file reports with the Board within 90 days of the end of the fiscal year, which shall include audited financial statements including a consolidated balance sheet and consolidated statements of disbursements and incomes and source and application of funds for such fiscal year.

The Management Board shall annually prepare and, not less than 10 days prior to the annual meeting of the Tulalip general council, mail to each voting member of the Tulalip Tribes a report which shall describe (1) the business done during the preceding year and its profitability; (2) any planned expansion or reduction in facilities, personnel, or general operations; (3) funds required for the maintenance or expansion of operation, personnel and facilities; and (4) surplus funds in excess of those needed as provided in subsection (3) of this section. [Ord. 61 § 4.10, 4-6-1985].

Article V. Ownership and Profits

15.15.420 Ownership.

Ownership of the company is vested in the Federally chartered Tulalip corporate entity. All of the assets acquired by the company venture shall belong to the company but may be transferred to the Tribal corporation. Profits in excess of those needed for successful company operation and expansion as determined by the Board shall be distributed, as provided in the Corporate Charter of the Tulalip Tribes. [Ord. 61 § 5.1, 4-6-1985].

15.15.430 Reserve fund.

The Management Board shall establish a reserve fund, consisting of such portion of the annual net earnings as it deems necessary to meet contingencies of the company. The balance of the net earnings shall be credited to a “surplus” to be distributed by the Tribal Board of Directors, as provided in the Tribes’ Corporate Charter. [Ord. 61 § 5.2, 4-6-1985].

Article VI. Dissolution

15.15.440 Method of dissolution.

The company may be dissolved by the Board of Directors of the Tribes. [Ord. 61 § 6.1, 4-6-1985].

15.15.450 Distribution of assets.

Upon winding up and dissolution of the company, the assets of the company remaining after payment of, or provision for payment of, all its debts and liabilities, shall be distributed to the Tribal General Fund, or to such other Tribal organization or enterprises duly designated by the Tribal Board of Directors so as to ensure that the assets of the company will be used exclusively to accomplish the general purposes for which the company is organized. [Ord. 61 § 6.2, 4-6-1985].

Article VII. Approval and Amendment

15.15.460 Approval of chapter.

This chapter shall become effective upon approval by a majority vote of the Tribal Board of Directors. [Ord. 61 § 7.1, 4-6-1985].

15.15.470 Amendment of chapter.

This chapter may be amended by the vote of a majority of the members of the Tribal Board of Directors. [Ord. 61 § 7.2, 4-6-1985].