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