The Catawba Economic Zone Civil Code
It has the authority of a statute and contains the laws governing activities in the Zone. It was enacted into law by the Catawba Nation General Council on February 19, 2022. It is the backbone of the CDEZ.
Enabling Legislation: Resolution
Enabling Legislation: Ordinance
This Ordinance contains the regulations that rule the activities of business at the Catawba Digital Economic Zone. It includes the Zone regulations for legal persons, including Corporations, Partnerships, Non-Profit Associations, Limited Liability Companies, Cooperatives, Trusts, Unincorporated Non-Profits, Digital Assets, investment securities, title, fund transfers, leases of goods, among others.
TITLE I. GENERAL PROVISIONS OF THE ZONE CIVIL ORDINANCE
Section 1. Establishment
The Green Earth Zone is hereby established pursuant to this Ordinance, as a special jurisdiction under the sovereignty of the Catawba Nation.
Section 2. Physical Location
The General Council hereby designates the initial physical location for the Green Earth Zone subject to the jurisdiction of the Catawba Nation, as the 1.89 acres located at 1619 Reservation Road, Rock Hill, SC 29730 (the “Initial Property”). It also authorizes an offce of at least 80 square feet and a mailing address for the Green Earth Zone at a location to be approved by the Executive Committee within a portion of the Nation’s territory located in the state of North Carolina, no later than 30 days after adoption of this Ordinance. The Executive Committee shall designate additional physical areas for the Green Earth Zone subject to the jurisdiction of the Catawba Nation. The Executive Committee may modify the boundaries of the Green Earth Zone as needed, other than the Initial Property, subject to the terms of any contract, agreement, or other written instrument to which the Nation is a party. In the event the Initial Property is found to be unsuitable for the Green Earth Zone by the Catawba Corporations’ Board of Directors based on the criteria set forth below, the Executive Committee shall collaborate with the Catawba Corporations’ Board to determine a suitable location within 30 days of determining the unsuitability of the Initial Property. Any replacement property shall have the following criteria:
(1) a minimum of 3-5 megawatts of available power (ideally 50 megawatts),
(2) located close to energy infrastructure,
(3) a minimum of 1.5 acres of land, and
(4) suitable for development.
Section 1. Ordinance’s Name
This Ordinance, which regulates conduct in the Green Earth Zone (Zone), shall be known as the “Green Earth Zone Civil Ordinance” (Zone Civil Ordinance).
Section 2. Precedents, Commentaries, and Illustrations
Precedents from other jurisdictions, and offcial commentaries, or illustrations relating to rules incorporated into the Zone Civil Ordinance may provide persuasive authority to parties interpreting it.
Section 3. Alternative Rules
If a rule incorporated into the Zone Civil Ordinance offers alternative provisions, the alternative offered frst in the text of that rule prevails over other alternatives positioned later in the text o fhtat rule.
Section 4. Alternative Meanings
If an incorporated rule refers to an institution or legal status that does not exist in the Zone or its law, the rule instead refers to the closest functionally equivalent institution or legal status that does or could exist in the Zone or its law unless the most similar such institution or legal status is substantially different or has a materially differentfunctional effect from its putative counterpart in the Zone or its law, in which case the reference has no effect.
Section 1. Repeal and Amendment
The General Council has the right to repeal or amend this Ordinance at any time pursuant to its constitutional authority, provided that no such repeal or amendment shall be effective as to any written contract, agreement, or other instrument to which the Nation is a party, entered into prior to the date of adoption of such amendment or repeal without the consent of all parties to such instrument.
Section 2. Scope of Application
The substantive legal authority and principles incorporated in the Zone Civil Ordinance herein (the “Zone Laws”) shall govern the activities of those businesses and persons who operate within the jurisdiction of the Zone. Zone Laws shall only be applicable to those businesses or persons who have availed themselves of the jurisdiction of the Zone, and shall not otherwise apply to the Catawba Nation Territory or its citizens generally.
TITLE II. ADMINISTRATION OF THE GREEN EARTH ZONE
Section 1. Establishment of the Zone Authority.
The Zone Authority is hereby established as an unincorporated governmental instrumentality of the Executive Branch of the Catawba Indian Nation (the “Zone Authority”). The Zone Authority and its assets and activities shall have the same privileges and immunities from federal, state and local government taxation as the Nation, and the Zone Authority shall not be considered as separate from the Nation for any taxing purposes.
Section 2. The Zone Authority Commission
A. General Power and Authority.
The Zone Authority shall be governed by a Zone Authority Commission, which shall be generally responsible for establishing the overall policies and objectives for the oversight of the affairs and assets of the Zone Authority, as well as having such regulatory jurisdiction over the activities within the Zone consistent with the delegation of such authority pursuant to this Ordinance.
B. Creation and Membership
The Zone Authority shall consist of fve members, to be appointed as follows: two (2) members appointed by the Executive Committee; two (2) members appointed by Catawba Corporations; and one (1) member who is a Catawba citizen appointed by the for-proft entity managing the Zone as established herein.
If at any time after adoption of this Ordinance, any seats on the Zone Authority Commission are vacant for longer than 30 days without being flled by the appropriate appointing entity as provided in the preceding paragraph, the other appointed Commissioners shall vote to approve interim Commissioners to fll the vacancies until such time as the appropriate appointing entity has made an appointment. A majority of the other appointed Commissioners shall suffce for a quorum for these purposes.
C. Rulemaking Procedures
The Zone Authority Commission shall have the full power and authority to adopt administrative procedures regulations detailing the process for promulgating, administering, and enforcing regulations adopted pursuant to this Ordinance in a manner consistent with due process. Regulations properly promulgated by the Zone Authority shall have the force of law within the Green Earth Zone, with respect to those Persons who have availed themselves of the jurisdiction of the Zone.
D. Financial Regulation
Consistent with the applicable laws of the Catawba Nation, the Zone Authority shall have the full authority and power to promulgate, administer, and enforce defnitions and regulations for banking, bank chartering, registration of business entities, digital assets, insurance, securities, intrastate securities offering, money transmission, intellectual property, exchanges, commodities, money transmission, and other fnancial or commercial matters so long as such defnitions and regulations are consistent with this Ordinance. This section shall not be construed to limit the Zone Authority’s power to promulgate, administer, defne, and enforce regulations under any other law governing business activity within the Zone.
Section 3. Powers and Immunities
The Zone Authority shall be entitled to all of the privileges and immunities of the Nation, including the sovereign immunity of the Nation, to the same extent as the Nation itself, together with all other rights and privileges arising from Tribal sovereignty. The Zone Authority shall have the powers necessary or convenient to carry out its business, including the following, consistent with the limitations set forth under this Ordinance, Catawba law and any applicable federal law:
(1) To adopt and amend bylaws, policies, and procedures as are reasonable and necessary to effectuate the Zone Authority’s purposes, provided however that bylaws may only be adopted or amended by a 4/5 vote of the Zone Authority Commission.
(2) To oversee and manage the Green Earth Zone in order to further the economic development of the Nation.
(3) To promulgate, administer, and enforce regulations consistent with this Ordinance and any other law explicitly granting the Zone Authority regulatory responsibilities for the Green Earth Zone.
(4) To gather, retain, and analyze data on businesses and activities taking place under the Green Earth Zone’ jurisdiction suffcient to monitor compliance with legal obligations and assess the overall performance of the Zone regarding economic, social, and environmental impacts.
(5) To enforce laws and regulations applicable in the Green Earth Zone through ordinary police powers, such as inspections, investigations, subpoenas, civil penalties, revocation of registration and authorizations, fees, civil suits, enforcement of arbitration awards and court orders, and similar means, provided that they are exercised in a manner consistent with due process and are no more intrusive than those used by United States federal agencies.
(6) To facilitate coordination and collaboration among all institutions responsible for the Zone, including other tribal entities and the Green Earth Zone Services Corporation, and outside government and non-governmental entities
(7) To enter into agreements, contracts, or similar instruments with any governmental agency or with any person, partnership, corporation, Indian tribe, or other entity within the limitations established by its bylaws, policies and procedures, this Charter, and other applicable law.
(8) To purchase, receive, lease, or otherwise acquire real and personal property and to own, hold, improve, use, and otherwise deal with said property or any legal or equitable interest therein, wherever located.
(9) To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of the property utilized for the Zone Authority’s business purposes.
(10) To open and maintain deposit and security accounts with FDIC insured banks and other certifed financial institutions, and to deposit therein any or all revenues of the Zone, which accounts shall be separate from other accounts of the Nation, and no assets in the accounts of the Zone Authority shall be commingled with any other assets of the Nation.
(11) To incur liabilities, obtain fnancing, borrow money, and issue temporary or long-term evidence of indebtedness, secured solely by the Zone’s assets, to advance its purposes under this Ordinance; provided that such indebtedness shall be subject to limitations to be set by the Executive Committee with respect to when the Zone Authority must frst obtain the prior written approval of the Executive Committee.
Neither members of the Zone Authority Board nor any other person executing such obligations described in this subparagraph shall be personally liable on those obligations by reason of their execution.
(12) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment.
(13) To conduct its business, locate and have offces, and exercise the powers granted by this Ordinance and any applicable law.
(14) To appoint offcers, hire employees, consultants, contractors, accountants, and agents, and defne their responsibilities and compensation, provided that all such employees and agents shall be governed by the personnel policies of the Nation until the Zone Authority has adopted its separate personnel policies pursuant to the powers granted to it under this Ordinance.
(15) To make payments or perform any other act that is consistent with Catawba law, federal law, and any other applicable law that furthers the business and affairs of the Green Earth Economic Zone and the Zone Authority.
(16) To establish committees, sub-committees, and workgroups as deemed necessary to further the purposes of the Green Earth Zone for the beneft of the Nation.
Section 5. Limitation on Zone Authority Powers.
The Authority shall have no power to:
(1) Expressly or by implication enter into any agreement of any kind on behalf of the Nation.
(2) Enter into any form of discussions, negotiations or agreements with any other governmental entity, including local, State, Tribal or Federal governments without notice to the Executive Committee, unless the Executive Committee has explicitly waived its right to notice with regard to a particular subject of communication.
(3) Approve general economic development policies and strategies for the Nation.
(4) Pledge the credit of the Nation.
(5) Dispose of, pledge, or otherwise encumber real or personal property of the Nation, except that the Zone Authority shall have the power to encumber real property within the physical boundaries of the Green Earth Zone.
(6) Waive any right, privilege or immunity of, or release any obligation owed to, the Nation;
(7) Sell or otherwise dispose of all or substantially all of the Zone Authority’s assets, other than in the usual and regular course of its business, without the prior written consent of the Executive Committee. Prior to any such proposed sale or disposition, the Zone Authority shall give reasonable notice to the Executive Committee. The Executive Committee’s consent to any such proposed sale or disposition shall be in the form of a resolution of the Executive Committee, duly adopted in accordance with applicable Tribal law.
(8) Waive its sovereign immunity in a manner other than is specifcally provided for herein.
Section 6. Reports
The Zone Authority Commission shall submit quarterly fnancial reports to the Executive Committee within thirty
(30) days of the fnal day of each calendar quarter, as well as an audited annual report within ninety (90) days of the close of the Zone’s fscal year to the General Council. The reports shall include, but not be limited to, the following:
(1) A summary of the Zone Authority’s activities;
(2) A status report on the fnancial condition of the Zone, as well as typical fnancial statements;
(3) Suffciently detailed information on any signifcant problems and accomplishments encountered during
the time frame;
(4) A forecast of plans and any major activities expected for the next time period; and
(5) Any other information the Commission deems relevant or that the Executive Committee may request.
Section 7. Waivers of Sovereign Immunity
A. Power to Waive.
Except as expressly provided herein, nothing in this Ordinance shall constitute or be interpreted as a waiver by the Nation of sovereign immunity from unconsented lawsuits, nor as consent by the Nation to the bringing of any action against the Nation, its offcers, agents, employees, departments, or business entities. The Zone Authority, subject to the limitations stated herein, shall have the power to waive its sovereign immunity, to sue and to be sued in its name only, and to agree to arbitration or mediation, in accordance with applicable Catawba law, for the resolution of any controversy or claim arising under or in connection to its activities under this Ordinance. Every agreement or instrument approved by the Zone Authority Commission which waives its sovereign immunity or agrees to arbitration or mediation shall include an express limitation of recourse on such contract to the assets of the Zone Authority and to no other assets, property, or income of the Nation. The Zone Authority shall not have the power to waive exhaustion of Tribal remedies or to forego Tribal Court jurisdiction, unless such waivers are expressly approved by the Executive Committee. The Zone Authority is authorized to accept service of process with respect to suits, actions, or other proceedings arising within the scope of this limited waiver of sovereign immunity by delivery to the Chairperson of the Zone Authority Commission or the Zone Secretary or Zone Attorney of the Zone Authority, with a copy to be immediately provided thereafter to the Secretary of the Nation.
The grant of power herein stated to sue and to be sued shall not in and of itself constitute a waiver of sovereign immunity whatsoever. Any waiver of sovereign immunity must be approved by the Zone Authority Commission in writing.
B. Assets.
The Zone Authority does not have the authority to sell, pledge, or encumber any Tribal Gaming Property or real property belonging to the Nation or to any other Tribal Authority. Any liability or obligation of the Zone Authority of any nature whatsoever, whether arising under contract or otherwise, shall be enforceable only as against the Zone Authority and its assets, to the extent the Zone Authority waives its sovereign immunity as permitted herein, but not as against any other assets or revenues of the Nation, unless the Executive Committee expressly consents in writing to enforceability against certain assets and revenues of Nation, which shall not be provided generally but must be stated and cabined with specifcity. No liability or obligation of the Nation, other than those of the Zone Authority, shall be enforceable against the assets and revenues of the Zone Authority.
Section 1. Formation and Purpose of the Green Earth Zone Services Corporation
A. Organization and Incorporation.
The Green Earth Zone Services Corporation (the “GEZ Corporation”) is hereby organized and incorporated under the laws of the Catawba Nation with such powers, privileges, and immunities as set forth herein.
B. Function.
The GEZ Corporation shall serve as the primary vendor of services to be provided within the Zone. The GEZ Corporation may provide such services directly or via the engagement of third-party vendors.
Section 2. Status of the GEZ Corporation
The GEZ Corporation is a separately chartered legal entity distinct from the Nation. The duration of the Corporation
shall be perpetual.
Section 3. Ownership of the GEZ Corporation
A. Majority Ownership by Nation
The GEZ Corporation shall at all times be majority owned by the Nation or a wholly owned entity of the Nation. As of the effective date of this Ordinance, Catawba Corporations shall be the sole shareholder of the GEZ Corporation, until such time as additional third-party interests are issued consistent with the provisions set forth below.
B. Ownership by Outside Parties
The GEZ Corporation may, without further approval of the Nation, issue ownership interests to outside third parties provided that outside ownership of the Corporation shall not exceed forty-nine percent (49%) at any time.
Section 4. Powers and Immunities
The GEZ Corporation shall be entitled to all of the privileges and immunities of the Nation, including the sovereign immunity of the Nation, to the same extent as the Nation itself, together with all other rights and privileges arising from Tribal sovereignty. The GEZ Corporation shall have the powers necessary or convenient to carry out its business, including the following, consistent with the limitations set forth under this Ordinance, Catawba law, and any applicable federal law:
(1) To adopt and amend bylaws, policies, and procedures as are reasonable and necessary to effectuate the
GEZ Corporation’s purposes, provided however, that bylaws may only be adopted or amended by a 4⁄5 vote of the Corporation’s Board of Directors.
(2) To enter into agreements, contracts, or similar instruments with any governmental agency or with any person, partnership, corporation, Indian tribe, or other entity within the limitations established by its bylaws, policies, and procedures, this Charter, and other applicable law.
(3) To purchase, receive, lease, or otherwise acquire real and personal property and to own, hold, improve, use, and otherwise deal with said property or any legal or equitable interest therein, wherever located.
(4) To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of the property utilized for the GEZ Corporation’s business purposes.
(5) To open and maintain deposit and security accounts with FDIC-insured banks and other certifed fnancial institutions, and to deposit therein any or all revenues of the Corporation, which accounts shall be separate from other accounts of the Nation, and no assets in the accounts of the Corporation shall be commingled with any other assets of the Nation.
(6) To incur liabilities, obtain fnancing, borrow money, and issue temporary or long-term evidence of indebtedness, secured solely by the Corporation’s assets, to advance its purposes under this Ordinance. Neither members of the GEZ Corporation Board of Directors nor any other person executing such obligations described in this subparagraph shall be personally liable on those obligations by reason of their execution.
(7) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment.
(8) To conduct its business, locate and have offces, and exercise the powers granted by this Ordinance and any applicable law.
(9) To appoint offcers, hire employees, consultants, contractors, accountants, and agents, and to defne their responsibilities and compensation, provided that all such employees and agents shall be governed by the personnel policies of the Nation until the GEZ Corporation has adopted its separate personnel policies pursuant to the powers granted to it under this Ordinance.
(10) To make payments or perform any other act that is consistent with Catawba law, federal law, and any other applicable law that furthers the business and affairs of the Zone and the GEZ Corporation.
Section 5. Waiver of Sovereign Immunity
(1) Notwithstanding Section 4, the GEZ Corporation shall be liable, to the same extent as a private person under similar circumstances, for civil claims recognized under, and subject to, this Zone Civil Ordinance brought by private parties.
(2) The GEZ Corporation shall have the power to further waive its sovereign immunity subject to the same terms as the Zone Authority’s power to waive its own sovereign immunity under Chapter 1, Section 7 of this Title, provided that such waivers apply only to the assets of the GEZ Corporation alone and to no other assets, property, or income of the Nation.
(3) The GEZ Corporation shall not, in any way, be liable for the sovereign functions carried out by the Zone Authority and its regulations.
Section 6. Limitations on GEZ Corporate Powers
The GEZ Corporation shall have no power to:
(1) Expressly or by implication enter into any agreement of any kind on behalf of the Nation.
(2) Enter into any form of discussions, negotiations, or agreements with any other governmental entity, including local, state, tribal, or Federal governments.
(3) Approve general economic development policies and strategies for the Nation.
(4) Pledge the credit of the Nation.
(5) Dispose of, pledge, or otherwise encumber real or personal property of the Nation.
(6) Waive any right, privilege, or immunity of, or release any obligation owed to, the Nation.
(7) Waive its sovereign immunity in a manner other than is specifcally provided for herein.
Section 7. GEZ Corporation Board of Directors
A. Directors
The business affairs of the GEZ Corporation shall be managed exclusively by its Board of Directors. The GEZ Corporation shall have such directors as may be set forth in its Corporate Bylaws, provided however, that a majority of directors shall at all times be appointed by Catawba Corporations, or other Nation-owned entity (or the Nation itself) in the event Catawba Corporations is no longer the majority shareholder of the GEZ Corporation.
Subject to the provisions set forth below, the qualifcations and terms of the Board of Directors shall also be set forth in the Bylaws.
B. Limitations
No person who has been convicted of (or entered a plea of nolo contendre to) a felony within the last 10 years shall serve as a member of the Board of Directors. A felony is a crime punishable by at least 1 year in jail, regardless of whether the person actually served a full year in jail. No person who has ever been convicted of any crime involving theft or conversion of money or property shall be eligible to sit on the Board of Directors.
TITLE III. TORT LAW
ALI, Restatement of Torts, Second (1965-79). Click here.
ALI, Restatement of Torts, Third, Product Liability (1998). Click here.
ALI, Restatement of Torts, Third, Apportionment of Liability (2000). Click here.
ALI, Restatement of Torts, Third, Liability for Physical and Emotional Harm (2009-12). Click here.
TITLE IV. PROPERTY LAW
ALI, Restatement of Property (1936-40).
ALI, Restatement of Property, Second, Landlord and Tenant (1977). Click here.
ALI, Restatement of Property, Third, Mortgages (1997). Click here.
ALI, Restatement of Property, Third, Servitudes (2000). Click here.
ALI, Restatement of Property, Third, Wills and Other Donative Transfers (1999-2003). Click here.
Any conveyance of an interest in property that has not been recorded in the relevant public registry, if any, shall
be void as against any subsequent transfer of a conficting interest for value paid in good faith, recorded earlier.
ALI, Restatement of Contracts, Second (1981). Click here.
TITLE V. ADDITIONAL RESTATEMENTS OF THE COMMON LAW
ALI, Restatement of Conflict of Laws, Second (1971). Click here.
ALI, Restatement of Unfair Competition, Third (1995). Click here.
ALI, Restatement of Suretyship and Guaranty, Third (1996). Click here.
ALI, Restatement of the Law of Agency, Third (2006). Click here.
ALI, Restatement of Trusts, Third (2003-12). Click here.
ALI, Restatement of Restitution and Unjust Enrichment, Third (2011). Click here.
ALI, Restatement of Employment Law, Third (2015). Click here.
TITLE VI. UNIFORM COMMERCIAL CODES
ALI & and Uniform Law Commission (ULC), Uniform Commercial Code (UCC), Article 1: General Provisions (2001). Click here.
ALI & ULC, UCC Article 2: Sales (2002)
ALI & ULC, UCC Article 2A: Leases (2002).
ALI & ULC, UCC Article 3: Negotiable Instruments (2002). Click here.
ALI & ULC, UCC Article 4: Bank Deposits and Collections (2002). Click here.
ALI & ULC, UCC Article 4A: Funds Transfers (2012). Click here.
ALI & ULC, UCC Article 5: Letters of Credit (1995). Click here.
ALI & ULC, UCC Article 7: Documents of Title (2003). Click here.
ALI & ULC, UCC Article 8: Investment Securities (1994). Click here.
ALI & ULC, UCC Article 9: Secured Transactions (2010). Click here.
Section 1. Treatment of Digital Assets
“Digital Asset” means a representation of economic, proprietary, or access rights that is stored in a computer readable format and is either a Digital Consumer Asset, Digital Security or Virtual Currency, and qualifes as a type of intangible personal property under the Zone Civil Ordinance. The Zone Authority shall defne, classify, and regulate Digital Assets and their treatment under this Title.
Section 2. Amendments to the Uniform Commercial Code Under Consideration
This Title shall be automatically updated with the amendments to the Uniform Commercial Code proposed by the Uniform Law Commission’s Emerging Technologies Commission once the Uniform Law Commission gives fInal approval to those amendments, provided the fnal version of the amendments does not materially differ from the version under consideration as of January 27, 2022. This update shall include all changes affecting Chapters 1 and 9 of this Title and the addition to this Chapter of proposed UCC Article 12: Controllable Electronic Records.
TITLE VII. LEGAL PERSONS
ABA, Model Nonproft Corporation Act (2008). Click here.
ABA, Model Business Corporation Act (2016). Click here.
ULC, Uniform Business Organizations Code (UBOC), Article 1: The Hub (2013). Click here.
ULC, UBOC, Article 2: Model Entity Transaction Act (2013). Click here.
ULC, UBOC, Article 3: Uniform Partnership Act (2013). Click here.
ULC, UBOC, Article 4: Uniform Limited Partnership Act (2013). Click here.
ULC, UBOC, Article 5: Uniform Limited Liability Company Act (2013). Click here.
ULC, UBOC, Article 6: Uniform Limited Cooperative Association Act (2013). Click here.
ULC, UBOC, Article 7: Uniform Unincorporated Nonproft Association Act (2011). Click here.
ULC, UBOC, Article 8: Uniform Statutory Trust Entity Act (2013). Click here.
TITLE VIII. ADDITIONAL ADMINISTRATIVE RULES
ULC, Uniform Electronic Transactions Act (1999), excluding § 3(b). Click here.
ULC, Uniform Real Property Electronic Recording Act (2005). Click here.
Adulthood, age of consent, majority, and capacity to contract begins 18 years after a person’s birth.
A cause of action subject to the statute of limitations or a claim against adverse possession or prescription expires
seven years after its accrual.
No controversy left unresolved by application of any of the laws in this Ordinance may be decided contrary to
common practice, the general tenor of these rules, or a decent respect for human dignity.
TITLE IX. APPEALS
This Green Earth Zone Civil Ordinance shall become effective on the date of its approval by the General Council.