The official name of this enterprise shall be the “Tulalip Telecommunication Company.”
(Ord. 70 § 1.1, 11-7-1987)
(1) “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.
(3) “Corporate Charter”
refers to the Federal Corporate Charter of the Tulalip Reservation, as ratified October 3, 1936, pursuant to Section 17 of the Indian Reorganization Act, and subsequently amended.
(4) “General council”
is a collective term meaning all voting members of the Tribes.
(5) “Management Board”
refers to the Board described in Article II of this chapter.
(6) “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.
(7) “Tribal member”
means any person whose name appears on the official roll of the Tulalip Tribes.
(8) “Tribes” or “Tribal”
refers to the Tulalip Tribes, in its capacity as a Federally recognized Indian tribe, organized under Section 16 of the Indian Reorganization Act of 1934, as amended.
(9) “Voting member”
means any Tribal member over the age of 18 years.
(Ord. 70 § 1.2, 11-7-1987)
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. 70 § 1.3, 11-7-1987)
The Tulalip Telecommunication 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. 70 § 1.4, 11-7-1987)
The Tulalip Telecommunication Company is an entity separate and distinct from, but wholly owned by, the Tribes’ Federally chartered 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 Telecommunication Company except as expressly stated herein.
Voting Tribal members who have a voting right with respect to the telecommunication 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 telecommunication 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 Telecommunication 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 telecommunication company and its separate assets, and may only be enforced in accordance with the charter of the Tribes’ Federal 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, or other claim, except as unequivocally and expressly set forth herein.
(Ord. 70 § 1.5, 11-7-1987)
The purposes of the Tulalip Telecommunication Company are:
(1)
To bid for, or otherwise acquire, and perform contracts for the provision of materials, labor and/or services related to the installation and maintenance of equipment used in the reception and transmission of telecommunication signals.
(2)
To engage in the above-described activities so as to promote the economic development and general welfare of the Tribes, provide additional employment and business-related opportunities for Indian people, and, to the extent consistent with good business practices and Tribal needs, distribute excess profits to members as provided in the Federal Corporate Charter and this chapter.
(3)
To do any and all activities, consistent with the Corporate Charter and applicable law, which may be necessary, useful or desirable for the furtherance and attainment of the foregoing purposes, either directly or indirectly, alone or in conjunction or cooperation with others, whether such others be persons or corporations, firms, associations, trusts, institutions, foundations, governmental entities, departments, or agencies, or other organizations of any kind.
(Ord. 70 § 1.6, 11-7-1987)
In furtherance, but not in limitation, of the foregoing economic development purposes, the Tulalip Telecommunication 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 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, unless the Board expressly, and in writing, authorizes an alternative land status for property the company desires to acquire.
(2)
To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of the company’s nontrust/nonrestricted property and assets; provided, that title to all the company’s trust or restricted real property shall be and remain in 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, as authorized by applicable law, the Corporate Charter, and 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 of 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 members.
(4)
To arbitrate, compromise, negotiate, or settle any dispute related to the company’s authorized activities.
(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, in the manner and to the extent allowed by the Corporate Charter and applicable law. This authorization includes but is not limited to the power to enter into contracts and otherwise transact business as vendor, purchaser, or otherwise, with its directors, officers and stockholders and with corporations, associations, firms and entities in which they are or may be or become interested as directors, officers, shareholders, members or otherwise, as freely as though such adverse interests did not exist, even though the vote, action or presence of such director, officer or stockholder may be necessary to obligate the corporation upon such contracts or transactions; and, in the absence of fraud, no such contract or transaction shall be avoided and no such director, officer or stockholder shall be held liable to account to the corporation, by reason of such adverse interests or by reason of any fiduciary relationship to the corporation arising out of such office or stock ownership, for any profit or benefit realized by him through any such contract or transaction; provided, that in the case of directors and officers of the corporation (but not in the case of stockholders who are not directors or officers) the nature of the interest of such director or officer, though not necessarily the details or extent thereof, shall be disclosed to the Board of Directors of the corporation, at the meeting thereof at which such contract or transaction is authorized or confirmed. A general notice that a director or officer of the corporation is interested in the corporation, association, firm or entity shall be sufficient disclosure as to such director or officer with respect to all contracts and transactions with that corporation, association, firm or entity.
(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 the Corporate Charter and applicable law; 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 telecommunications industry.
(9)
To engage in the activities of owning and operating business ventures providing job training, employment and managerial development opportunities (related to the telecommunications 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)
Through the waiver authorized in subsection (3) of this section, 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 an enforcement action based on a subdivision agreement, act or omission.
(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, 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 other applicable laws, the Corporate Charter, as well as ordinances, rules, and regulations duly adopted by the Tulalip Indian Tribes.
(Ord. 70 § 1.7, 11-7-1987)