Chapter 15.25
TULALIP TELECOMMUNICATION COMPANY

Sections:

Article I. Identity, Purposes and Powers

15.25.010    Company name.

15.25.020    Definitions.

15.25.030    Location.

15.25.040    Authorization.

15.25.050    Attributes/scope of sovereign immunity waiver.

15.25.060    Purposes.

15.25.070    Powers.

Article II. Management

15.25.080    Management Board.

15.25.090    Number and election/selection of Management Board members.

15.25.100    Terms of office.

15.25.110    Resignation.

15.25.120    Removal.

15.25.130    Vacancies.

15.25.140    Officers.

15.25.150    Annual meeting.

15.25.160    Other meetings.

15.25.170    Quorum.

15.25.180    Notice of meetings.

15.25.190    Conduct of meetings.

15.25.200    Telephone/other means of meeting.

15.25.210    Record of meetings.

15.25.220    Compensation.

15.25.230    Signatures.

15.25.240    Responsibility and annual report.

15.25.250    Committees.

15.25.260    Hiring.

15.25.270    Powers and duties of officers.

Article III. Management

15.25.280    General Manager.

15.25.290    Professional services.

15.25.300    Indemnification of directors, officers and employees.

Article IV. Operation of Company

15.25.310    Deposit of funds.

15.25.320    Checks, etc.

15.25.330    Loans.

15.25.340    Contracts.

15.25.350    Representation of shares of other enterprises or corporations.

15.25.360    Insurance.

15.25.370    Fiscal year.

15.25.380    Petty cash fund.

15.25.390    Records.

15.25.400    Reports.

Article V. Ownership and Profits

15.25.410    Ownership.

15.25.420    Reserve fund surplus.

Article VI. Dissolution

15.25.430    Method of dissolution.

15.25.440    Distribution of assets.

Article VII. Approval and Amendment

15.25.450    Approval of chapter.

15.25.460    Amendment of chapter.

Article I. Identity, Purposes and Powers

15.25.010 Company name.

The official name of this enterprise shall be the “Tulalip Telecommunication Company.” [Ord. 70 § 1.1, 11-7-1987].

15.25.020 Definitions.

(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.

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

(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].

15.25.030 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. 70 § 1.3, 11-7-1987].

15.25.040 Authorization.

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].

15.25.050 Attributes/scope of sovereign immunity waiver.

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].

15.25.060 Purposes.

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].

15.25.070 Powers.

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].

Article II. Management

15.25.080 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. 70 § 2.1, 11-7-1987].

15.25.090 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. 70 § 2.2, 11-7-1987].

15.25.100 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. 70 § 2.3, 11-7-1987].

15.25.110 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. 70 § 2.4, 11-7-1987].

15.25.120 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. 70 § 2.5, 11-7-1987].

15.25.130 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. 70 § 2.6, 11-7-1987].

15.25.140 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. 70 § 2.7, 11-7-1987].

15.25.150 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. 70 § 2.8, 11-7-1987].

15.25.160 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. 70 § 2.9, 11-7-1987].

15.25.170 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. 70 § 2.10, 11-7-1987].

15.25.180 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. [Ord. 70 § 2.11, 11-7-1987].

15.25.190 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. [Ord. 70 § 2.12, 11-7-1987].

15.25.200 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. 70 § 2.13, 11-7-1987].

15.25.210 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. 70 § 2.14, 11-7-1987].

15.25.220 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. 70 § 2.15, 11-7-1987].

15.25.230 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. 70 § 2.16, 11-7-1987].

15.25.240 Responsibility and annual report.

The Management Board shall be directly responsible to the Board. The Management Board shall present to the Board a report of the company’s activities during the preceding year, as provided in TTC 15.25.400, and such other reports, at such times, as are required by the Board. [Ord. 70 § 2.17, 11-7-1987].

15.25.250 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. 70 § 2.18, 11-7-1987].

15.25.260 Hiring.

The Management Board may hire such additional employees as it deems necessary, consistent with the Tribal Personnel Policy Manual, Tribal law, 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. 70 § 2.19, 11-7-1987].

15.25.270 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 when required under TTC 15.25.180, 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 assigned to 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 and whenever requested 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/her office that are properly required of him/her 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.

(6) Bylaws. The Management Board may adopt bylaws which shall further 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, in 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. 70 § 2.20, 11-7-1987].

Article III. Management

15.25.280 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 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 and requirements adopted by the 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. 70 § 3.1, 11-7-1987].

15.25.290 Professional services.

The company shall be entitled to retain consultants and/or attorney services through the Tribes’ General Counsel, when the services of such are determined by the Management Board to be required for the proper functioning of the company. The extent to which the fees for such consultants and attorney services shall be paid for by the company or the Tribes shall be determined by the Tribes’ Executive Director. [Ord. 70 § 3.2, 11-7-1987].

15.25.300 Indemnification of directors, officers and employees.

The company shall indemnify any person who was or is a party to, or threatened to be made a party to, any contemplated or pending 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 action, suit or proceeding, or independently in case of settlement, that the director or officer 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 his/her heirs, executors, and administrators. [Ord. 70 § 3.3, 11-7-1987].

Article IV. Operation of Company

15.25.310 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. Company deposits shall be kept in accounts separate from the Tribes’ accounts, and company accounts shall be in the name of the company, not the Tulalip Tribes. [Ord. 70 § 4.1, 11-7-1987].

15.25.320 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 Tribes. [Ord. 70 § 4.2, 11-7-1987].

15.25.330 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 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. 70 § 4.3, 11-7-1987].

15.25.340 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. 70 § 4.4, 11-7-1987].

15.25.350 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. 70 § 4.5, 11-7-1987].

15.25.360 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. 70 § 4.6, 11-7-1987].

15.25.370 Fiscal year.

The fiscal year of the company will be the same as that of the Tulalip Tribes. [Ord. 70 § 4.7, 11-7-1987].

15.25.380 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 not feasible to pay by check from the official depository. [Ord. 70 § 4.8, 11-7-1987].

15.25.390 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. 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. 70 § 4.9, 11-7-1987].

15.25.400 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. There shall be a consolidated balance sheet and consolidated statements of disbursements, income, sources and application of funds for such fiscal year.

The Management Board shall annually prepare for distribution at the annual meeting of the Tulalip general council 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. 70 § 4.10, 11-7-1987].

Article V. Ownership and Profits

15.25.410 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. [Ord. 70 § 5.1, 11-7-1987].

15.25.420 Reserve fund surplus.

The Management Board, subject to Board approval, shall establish a reserve fund, consisting of such portion of the annual net earnings as it deems necessary to meet contingencies of the company, including successful company operation and expansion. The balance of the net earnings shall be credited to a “surplus” to be allocated by the Tribal Board of Directors pursuant to its authority. [Ord. 70 § 5.2, 11-7-1987].

Article VI. Dissolution

15.25.430 Method of dissolution.

The company may be dissolved by the Board of Directors of the Tribes. [Ord. 70 § 6.1, 11-7-1987].

15.25.440 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. 70 § 6.2, 11-7-1987].

Article VII. Approval and Amendment

15.25.450 Approval of chapter.

This chapter shall become effective upon approval by a majority vote of the Tribal Board of Directors. [Ord. 70 § 7.1, 11-7-1987].

15.25.460 Amendment of chapter.

This chapter may be amended by the vote of a majority of the members of the Tribal Board of Directors. [Ord. 70 § 7.2, 11-7-1987].