This Act shall be known as the Tribal Governmental Corporations Chapter. There are hereby authorized to be created by duly adopted resolutions of the Colville Business Council (Council) of the Confederated Tribes of the Colville Reservation (Tribes), corporations which will be agencies and instrumentalities of the Colville Tribal Government. The corporations organized and created under this Chapter shall be subject to Tribal law, this Chapter and, to the extent consistent with this Chapter and other tribal law, the Chapters ID, 2, 3, 4, 5, 6, 7, 8, 12, 13, 14, and 16 of the 1983 Revised Model Business Corporation Act, Annotated, as adopted by the Committee on Corporate Laws Of the American Bar Association. The right to repeal, alter or amend this Chapter at any time is expressly reserved.

(a) Indian tribes have been consistently recognized throughout the history of the United States of America to retain as governmental powers, where consistent with the trusteeship of the United States, all powers necessary to commercially utilize their undivided resources for the economic benefit of the Tribes and organized corporations to do so. This Chapter is intended to exercise and implement Tribal corporate, economic, and commercial powers, which are hereby declared by the Tribes to be of the same nature as all other Tribal powers, pursuant to the provisions of the Constitution of the Tribes.

(b) The Constitution of the Tribes, in its Preamble, in Article I, and in Article V, provides for the exercise of corporate, economic and commercial powers by the Tribes and their Council to further the economic advancement of the Colville Indian people.

(c) The Tribes and their members have endured a century of economic deprivation and oppression. This fact has been recognized by the Congress of the United States through numerous Acts intended to assist in the development of Indian resources. There is now a need and an opportunity to develop Colville natural resources and human resources to provide a standard of living and education to all tribal members equal to that of all citizens of the United States. The Tribes adopt this Chapter in order to meet the following independent goals; (1) carry out a constitutional mandate; (2) develop and manufacture tribal natural resources to obtain the highest value possible for those resources; (3) to raise the standard of living and education for all Tribal members; (4) to enter into and take advantage of other business and commercial opportunities available to the Tribes.

(d) To accomplish the goals set out in (c) above, this Chapter is designed to further the development of all of the Tribal resources including, but not limited to:

(e) To accomplish the goals set out in (c) and (d), above, the Council hereby finds that for purposes of efficiency and wise stewardship, it is necessary for the management of the economic development of Tribal resources to be separated from other governmental functions of the Tribes and placed within the responsibility of persons or entities different from the Council, so that commercial development may take place within, and be based upon, the sphere of the economic marketplace rather than within the sphere of Tribal political concerns.

(f) The Tribes for many years have operated governmental programs to protect the economic and social welfare of Tribal members and to protect the health and security of all persons on and near the Reservation. To support these programs, the Tribes have depended upon revenues from the sale and utilization of tribal natural resources. It is intended that the corporations created under this Chapter will increase the revenues to the Tribes from the sale and utilization of tribal natural resources by adding value to those resources through manufacturing, processing, exporting and other means. Such surplus and additional revenues may be used to fund governmental programs for the protection and security of Tribal members and residents of the Reservation.

The corporations established under this Chapter shall be considered to be governmental agencies and instrumentalities of the Tribes; and their officers and employees considered officers and employees of the Tribes, notwithstanding the fact that their work rules and conditions may differ from that of other tribal employees; carrying out responsibilities imposed upon the Council for economic advancement of the Tribes and their members by the Constitution and Bylaws of the Confederated Tribes of the Colville Reservation. Such corporations, their officers and employees shall, therefore, be entitled to all of the privileges and immunities enjoyed by the Tribes; including but not limited to, immunities from suit in Federal and State courts, and Federal and State taxation, or regulation, except as specifically set out in the corporate charters granted pursuant to this Chapter.

All activities of corporations created under this Chapter shall be subject to taxation by the Tribes.

Any corporation created pursuant to this Chapter may, by obtaining a charter from the Council pursuant to this Chapter, establish a subsidiary corporation in which the Tribes or the parent corporation retain not less than sixty percent of the voting stock of the subsidiary corporation. A subsidiary corporation and its officers and employees have all the same purposes, powers, privileges and immunities, as any other corporation established pursuant to this Chapter.

Every corporation created pursuant to this Chapter shall have at all times at least sixty percent of its voting stock owned by the Tribes or a Tribal corporation created pursuant to this Chapter.

No voting stock in any corporation created pursuant to this Chapter and owned by a corporation created pursuant to this Chapter may be alienated.

The Council shall by resolution appoint the initial, incorporating directors of all corporations created pursuant to this Chapter. The election or appointment of corporate officers and the election of subsequent directors shall be governed by the provisions of the charter of the corporation,

The powers of corporations created pursuant to this Chapter shall be set out in the charters of the corporations. The duration of corporations created under this Chapter shall be perpetual unless a different duration is stated in the charter.

Real property acquired by a corporation created pursuant to this Chapter may be transferred; where permitted by the federal law governing the ability of the Tribes to make such a transfer, to the ownership of the United States in trust for the Tribes and shall be by appropriate, lawful transfer be placed into the control of the corporation by the Tribes.

Notwithstanding the immunity from suit conveyed upon corporations created pursuant to this Chapter, the provisions of this Chapter, the Model Corporations Act, Tribal regulatory acts, or Tribal enactments pursuant to this Chapter, may be enforced against any such corporation, parent or subsidiary, its directors or officers by an action in law or equity in the Tribal Courts of the Tribes, when brought by any member of the Council or a director of a parent corporation.

All corporations created under this Chapter shall publicly designate and maintain a registered agent for service of documents at Nespelem, Colville Indian Reservation.

The assets of each and every corporation created under this Chapter shall be separate and distinct from those of the Tribes. In no case shall Tribal assets not specifically pledged in a manner permitted by law be considered assets of a corporation created under this Chapter for any purpose.

The Council, by duly adopted resolution, may require that any corporation created under this Chapter be audited by an independent auditor hired by the Council at any time and shall have the absolute right to require access to all Corporate documents necessary for such an audit.

The Board of Directors and management of each corporation created pursuant to this Chapter shall hold at least one open, meeting per year, on ten days public notice, within the boundaries of the Colville Indian Reservation, at which the Board shall answer any questions asked of them by members of the Council. Each Board shall also file a full report of the financial and production activities of the corporation with the Council on an annual basis.

Notwithstanding any other provision of this Chapter or charters or articles of incorporation granted pursuant to provisions of this Chapter, all directors or officers of any governmental corporation chartered or licensed under this Chapter, and any firm in which said directors or officers hold office, or are shareholders or owners, shall be disqualified from dealing or contracting with tribal governmental corporations, or subsidiaries thereof, as either a vendor, purchaser, or otherwise; and such contracts or transactions shall be void, unless such contract or transaction has been fully disclosed to, and approved by, the Colville Business Council; provided, this section shall not apply to the employment contracts of persons employed in full time, management positions, by a governmental corporation or a subsidiary thereof.

7-1-16 Amended 7/7/88, Res. 1988-366.

Notwithstanding any other provision of this Chapter, or charters or articles of incorporation (and supplementing bylaws) granted pursuant to provisions of this Chapter; all directors, officers, contractors and employees of any governmental Corporation chartered or licensed under this Chapter who are: (1) authorized, either individually or in conjunction with others, to expend funds on behalf of the governmental Corporation or any of its subsidiaries or agencies; or (2) responsible for accounting for the funds of a governmental Corporation or any of its subsidiaries or agencies; shall at all times be bonded or insured by the Corporation to protect the assets of the Corporation in an amount consistent with the financial responsibilities of the director, officer, contractor or employee. Such bonds or policies of insurance shall be obtained at the expense of the governmental corporation or the contractor and must be approved by the Colville Business Council before the director, officer, contractor or employee is permitted to expend or account for funds.

No director, officer, contractor, or employee of a governmental Corporation shall have authority under this Chapter, or a charter granted under thisChapter, to expend or account for corporate funds unless bonded or insured in compliance with this section. Any signature of a corporate director, officer, contractor or employee purporting to authorize expenditure of Corporate funds shall be void if at the time the signature is given the director, officer, contractor or employee is not bonded or insured as required by this section.

7-1-17, Adopted 04/19/90, Certified 06/12/90, Res. 1990-255