# 0040 Titles 21 to 26; Appendix; Index (2010)

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- **Collection:** Tribal code
- **Document type:** Tribal code

## Text

0040 Titles 21 to 26; Appendix; Index (2010)
NAVAJO NATION CODE ANNOTATED

Title 21
Public Utilities and Communications
Chapter 1. Navajo Tribal Utility Authority
Subchapter 1. Generally
History
Revision note. Subchapter 1 added as a result of codifying Subchapter 2, Ramah
Navajo Utility Authority.
§ 1. History
A. The Navajo Tribal Utility Authority was created by the Navajo Tribal
Council on January 22, 1959, in order to bring electric power to Shiprock,
Navajo Nation, (New Mexico). The Authority has expanded into natural gas,
water, sewer utility operations, and telecommunications and information
services as well as increasing its electric services.
B. By CN–61–59, the Navajo Tribal Utility Authority was authorized to
acquire, construct, operate and maintain utility systems throughout the Navajo
Nation. Since then the Authority has extended the benefits of utility services
to substantial portions of the Reservation. Over time the Plan of Operation of
the Authority has been amended to meet needs associated with changing
circumstances.
History
GSCAP–35–03,
operation.

April

17, 2003. Amended

Sections

1 and 5 of NTUA's

plan

of

ACN–149–65, as amended by ACD–158–65, December 13, 1965, and ACJA–866, January
28, 1966.
1988 Resolution. CF–6–88, amended generally the authority of the Enterprise.
1986 Resolution. ACJN–9–86, amended generally the Plan of Operation.
1985 Resolution. ACF–30–85, amended generally the Plan of Operation.
1985 Resolution. ACF–29–85, increased the Enterprise's debt limit.
Reorganization of Tribal Utility Authority. ACJN–82–65, June 10, 1965, acting
on the authority granted by CAP–46–65, adopted a series of bylaws for the
Utility which were rescinded by ACN–149–65, November 8, 1965, and a revised
Plan of Operation was submitted for approval to the Commissioner of Indian
Affairs.

1965 Resolution. ACN–149–65 was amended by ACD–158–65, December 13, 1965, and a
further revision of the Plan of Operation was submitted for approval to the
Commissioner of Indian Affairs.
1966 Resolution. ACJA–8–66, § 1, January 28, 1966, confirmed ACD–158–65 and
revised the Plan of Operation attached thereto. ACJA–8–66, § 2, acknowledged
Commissioner's letter of approval dated January 13, 1966.
Transfer of existing facilities. Plan of Operation, § XI, provided: "The
existing plant and facilities of the Navajo Tribal Utility Authority, including
all electric, natural gas, water and sewer systems now in operation or under
construction, as of the effective date hereof (which totaled eight million
seven hundred forty-six thousand five hundred fifty-three dollars and
twenty-three cents ($8,746,553.23), as of June 30, 1964), are to be transferred
to the Enterprise and accounted for in accordance with applicable regulations
and statutes. Additional funds for capital expenditure for construction of
further facilities, as recommended by the Management Board may be supplied from
Tribal funds on approval of the Navajo Tribal Council and the Secretary of the
Interior or his or her authorized representative, or from outside sources with
the approval of the Advisory Committee and the Secretary of the Interior or his
authorized representative."
ACD–245–66, December 13, 1966, authorized the transfer of all Fort Defiance,
Navajo Nation (Arizona), Water and Sewerage facilities and appurtenances
thereto of P.L. 86–121 Project No. WI–61–320 to the Tribal Utility Authority,
subject to acceptance of the Management Board.
Power supply lease and agreement. CJY–46–60, July 21, 1960, authorized lease of
plant site for generating power and agreement for supply of power with the
Arizona Public Service Company. Tribal Council Res. CF–18–66, February 23,
1966, ACMY–81–66, May 27, 1966, and Res. ACMY–79–66, May 27, 1966, authorized
and approved supplemental lease and agreement.
Repayment schedule. Plan of Operation, § XII, provided: "The Tribal Council
shall determine whether the whole or any part of the Tribal funds advanced or
facilities transferred to this Enterprise shall be regarded as a fixed
investment. The portion of Tribal funds, if any, advanced to the Enterprise on
a loan basis, shall bear interest at a rate to be agreed upon and the amount
thereof shall be repaid at the times and in the manner fixed by agreement."
Authority. Plan of Operation, § XVIII, provided: "Tribal Council Resolutions
CJA–14–59, CN–61–59, CMY–22–60, CD–61–61 and CAP–46–65 contain the authority
for development of the Navajo Tribal Utility Authority."
§ 2. Name, location and place of business
A. Navajo Tribal Utility Authority.
B. The principal place of business and the office of the Enterprise shall
be at Window Rock, Navajo Nation (Arizona), and the post office address of the
principal office is Post Office Box 68, Window Rock, Arizona.
C. The Enterprise may also have offices at such other place or places as

the Management Board may from time to time direct, or as the operation of the
Enterprise shall require.
History
ACN–149–65, as amended by ACD–158–65, December 13, 1965.
§ 3. Seal
The seal of this Enterprise shall consist of two concentric circles
between which shall be the name of the Enterprise and the word "seal", and in
the center shall be the words, "An Enterprise of the Navajo Nation".
History
ACN–149–65, as amended by ACD–158–65, December 13, 1965.
§ 4. Duration
The duration of the Enterprise is perpetual.
History
ACN–149–65, as amended by ACD–158–65, December 13, 1965.
§ 5. Purposes
A. General. The purposes for which the Navajo Tribal Utility Authority is
organized are as follows:
1. To operate, maintain, and promote existing utility systems
furnishing electric, gas, water, sewer utility services, generation, and
telecommunications and information services (as such services are defined
in the Communications Act of 1934, as amended by the Telecommunications
Act of 1996, 47 U.S.C. § 151 et seq.) for the benefit of residents of the
Navajo Nation, including the establishment, ownership, operation and
maintenance of electric generating, telecommunications and information
services on or off the Navajo Reservation.
2. To expand and execute such extensions of existing and new
utility generation telecommunications and information services systems as
are appropriate, efficient and feasible.
3. To plan for, provide and furnish utility generation,
telecommunications and information services to all areas of the Navajo
Nation, where such services are determined to be feasible and economical.
4. To carry out the purposes and intent of the Act of April 15,
1950, Public Law 474, 81st Congress, the Navajo–Hopi Rehabilitation Act.1
5. To promote the use of utility generation, telecommunications and
information services where available in order to improve the health and
welfare of the residents of the Navajo Nation.

6.
To
provide
utility
generation,
telecommunications
and
information services on a non-profit basis and at reasonable cost to
residents of the Navajo Nation consistent with the economical operation
of the Enterprise.
B. Ancillary. To do everything necessary, proper, advisable or convenient
for the accomplishment of the purposes herein above set forth, and do all
things incidental thereto or connected therewith, which are not forbidden by
law, or this Chapter for the Enterprise.
History
GSCAP–35–03,
operation.

April

17, 2003. Amended

Sections

1 and 5 of NTUA's

plan

of

ACN–149–65, as amended by ACD–158–65, December 13, 1965.
§ 6. Control of operations
It is intended that control and operation of this Enterprise shall be
patterned as closely as is feasible on the lines of a chartered public service
corporation of similar magnitude with a management board comparable to a board
of directors of such a corporation.
History
ACN–149–65, as amended by ACD–158–65, December 13, 1965.
§ 7. Management Board;

purpose;

duties and powers

A. Subject to applicable federal and Navajo Nation laws and regulations,
the management board shall direct the purposes and exercise the following
powers and duties:
1. The management board of the Navajo Tribal Utility Authority is
delegated authority and responsibility for the management and operation
of the Enterprise.
2. The management board is authorized to direct the operations to
accomplish the purposes set forth in 21 N.N.C. § 5 and to exercise the
powers set forth in Subsection (B) below without previous authorization
or subsequent approval, and all parties dealing with the Authority shall
have the right to rely upon any action taken by the management board
pursuant to such authorization.
3. The management board shall exercise full power and shall be
responsible for the custody and management, operation, inventory, and
maintenance of all utilities and facilities, the planning, constructing
and operating of all new facilities, and the taking of any and all usual,
necessary and convenient actions incidental thereto including, should it
be deemed advisable or desirable, the borrowing of funds, and the making
of contracts or commitments necessary to the functioning of the
organization.

4. The management board shall function in much the same capacity as
an elected board of directors of a chartered public service corporation,
and shall numerously be responsible for making investment decisions,
subject to the limitations contained herein or in any advance of funds;
for the establishment and maintenance of effective operating policies;
for the selection of management personnel, except that the person
selected as the general manager shall be approved by the Navajo Nation
Council;
and for continuous supervision of the utility authority's
performance.
5. The management board shall be expected to exercise its
authorized powers in the best interests of the Navajo Nation within the
limits of responsible business judgment and with the stipulation that the
board shall not incur contract obligations in excess of the ability of
the enterprise to make payment on due dates.
6. The management board shall select from its own membership a
chairman of the board and other officers; and shall adopt such rules as
it may determine necessary for the orderly conduct of business.
7. The minutes of each meeting shall be made available promptly
after each meeting to the Economic Development Committee of the Navajo
Nation Council, the Navajo area director and to such other officials as
may be designated from time to time.
8. Members shall be reimbursed for expenses incurred in attending
meetings and the Board may, at its discretion, propose a fee to be paid
to members (subject to approval of the Economic Development Committee of
the Navajo Nation Council) on a per-meeting attended or an annual basis.
9. The chairman of the board shall make a formal report to the
Navajo Nation Council and the Economic Development Committee of the
Navajo Nation Council not less often than annually and in such report,
shall include a summary of the budget which the management board has
approved for the coming fiscal year.
10. The management board shall establish purchasing policies and
procedures, giving usual and essential latitude to the general manager
and his or her delegated employees, but establishing limitations on
amounts which may be expended without specific approval of the board.
11. No contract or other transaction between the Navajo Tribal
Utility Authority and any one of the members of the management board, or
between the Navajo Tribal Utility Authority and any corporation,
partnership, firm or other legal entity in which one or more of the
management board has an interest directly or indirectly shall be valid,
for any purpose, unless the entire interest of the director or directors
in such corporation, firm or other legal entity is fully disclosed to the
management board and the proposed contract or transaction shall be
approved, ratified or confirmed by the affirmative vote of at least a
majority of the entire management board who are not so interested.
12. The management board, in its discretion, may submit any such
contract or act for approval or ratification at any regularly called or

noticed meeting of the Economic Development Committee of the Navajo
Nation Council;
and any contract or act that shall be approved or
ratified by the vote of the majority of the Economic Development
Committee of the Navajo Nation Council shall be valid and binding upon
the parties.
13. The management board shall submit any contract or act wherein a
Navajo Nation officer or employee may have an interest directly or
indirectly in the matter or transaction to any regularly called or
noticed meeting of the Economic Development Committee of the Navajo
Nation Council. Any contract or act that shall be approved or ratified
by the vote of the majority of the Economic Development Committee of the
Navajo Nation Council shall be valid and binding upon the parties.
B. Enumerated powers.
Subject to Navajo Nation Council approval where
required, and applicable Navajo Nation and federal laws and regulations, and
solely in furtherance of the limited purposes set forth in 21 N.N.C. § 5, the
management board shall have the following powers:
1. Facilities. The management board shall exercise full authority
and shall be responsible for the custody, management and operation of all
utility authority property and facilities owned and operated by the
Navajo Nation, including such expansions and enlargements thereof as
shall be authorized;
for the planning, construction and operation of
additional utility authority facilities including the negotiation and
execution of engineering and construction contracts; and for the taking
of any and all usual, necessary, and convenient actions incident thereto.
2. Capacity to act. To have the capacity to act and to direct the
officers of the Enterprise to act in the same capacity as that of natural
persons, but to have authority to perform only such acts as are
necessary, convenient or expedient to accomplish the purposes set forth
in 21 N.N.C. § 5, and such as are not repugnant to laws and regulations
applicable to this Enterprise.
3. To appoint officers and agents.
To elector appoint officers,
agents, engineers, auditors, and such professional consultants as in the
opinion of the board or Economic Development Committee may be needed from
time to time, and to define their duties and fix their compensation;
provided, however, that unless the Economic Development Committee shall
consent and approve otherwise, the auditors shall be the firm of
accountants employed by the Navajo Nation;
and provided further, that
the selection of a general manager shall be approved by the Navajo Nation
Council. The Management board, at enterprise expense, shall require the
bonding of all officers, agents or employees responsible for the handling
or safeguarding of funds, property or other assets of the enterprise.
4. To act as agent. To act in any state, territory, district, or
possession of the United States, or in any foreign country for and on
behalf of the tribal enterprise.
5. To deal in real property. To negotiate the acquisition of (by
purchase, exchange, lease, hire or otherwise), utilize, improve, manage,
operate, and to negotiate the sale, lease, or mortgage of, either alone

or in conjunction with others, real estate of every kind, character and
description and any interest therein, necessary or incidental to the
purposes set forth in 21 N.N.C. § 5 except as prohibited by law. Title
to all such real property shall be taken in the name of the Navajo Nation
and title to all trust or restricted real property shall be and remain in
its trust or restricted status.
6. To deal in personal property, generally.
To acquire (by
purchase, exchange, lease, hire or otherwise), hold, own, manage,
operate, mortgage, pledge, hypothecate, exchange, sell, deal in and
dispose of, either alone or in conjunction with others, personal
property, and interest therein and commodities of every kind, character
and description necessary or incidental to the purposes set forth in 21
N.N.C. § 5.
7. To deal in inventions, copyrights, and trademarks. To acquire
(by application, assignment, purchase, exchange, lease, hire or
otherwise), hold, own, use, license, lease, and sell, either alone or in
conjunction with others, the absolute or any partial or qualified
interest in and to inventions, improvements, letters patent and
applications
therefor,
licenses,
formulas,
privileges,
processes,
copyrights and applications therefor, trademarks and applications
therefor, and trade names, and that title of all such acquisitions shall
be taken in the name of the Navajo Nation.
8. To execute guaranties.
To make any guaranty respecting
indebtedness, interest, contracts or other obligations lawfully entered
into by or on behalf of the Enterprise, to the extent that such guaranty
is made in pursuance of the purposes set forth in 21 N.N.C. § 5,
provided, that no such guaranty in excess of two hundred thousand dollars
($200,000) shall be made without the prior written approval of the
Economic Development Committee of the Navajo Nation Council.
9. Depository. To designate and approve all depositories used for
the deposit of funds of the enterprise.
10. To make contracts. To enter into, make, perform and carry out
or cancel and rescind, contracts for any lawful purpose pertaining to its
business necessary or incidental to the purposes set forth in 21 N.N.C. §
5, including the negotiation of contracts subject to R.S. § 2103, 25
U.S.C. § 81 (1964), which shall, as therein provided, become effective
only upon the approval of the Secretary of the Interior.
11. To approve budgets.
To give initial approval to annual
enterprise budgets, and to take final approval action with reference to
the use of funds under the exclusive control of the enterprise for
operating and capital addition purposes.
12. To borrow funds.
To borrow money, make and issue notes,
obligations and bonds of the authority for any of its purposes and to
secure payment thereof by pledge of, or lien on, all or any of its
fixtures, personality, revenues, income or contracts.
The total
outstanding long-term debt of the authority at any one time shall not
exceed two hundred million dollars ($200,000,000).

13. To accept grants and loans. To accept grants or loans from,
and enter into contracts, agreements or other transactions with any
federal agency, the government of the Navajo Nation or agencies thereof,
and to expend the proceeds thereof for any of the authority's purposes.
C. Ancillary powers.
To have and exercise all powers necessary or
convenient to effect any or all of the purposes for which the authority is
organized.
D. No construction of powers as purposes. The powers enumerated herein
shall not be construed as purposes, but the Navajo Tribal Utility Authority
shall have and exercise such powers solely in furtherance of, but not in
addition to, the limited purposes set forth in 21 N.N.C. § 5.
History
CJY–52–02, July 17, 2002.
CAP–32–94 amended Subsection (13)(12) increasing debt limitation from thirty
million dollars ($30,000,000) to seventy-five million dollars ($75,000,000).
ACF–29–85, February 19, 1985.
CO–62–80, October 29, 1980 added Subsections 12 and 13.
ACJY–8 5–80, § 1, July 17, 1980.
ACN–149–65, as amended by ACD–158–65, December 13, 1965 and ACJA–8–66, January
28, 1966.
ACN–149–65, as amended by ACD–158–65, December 13, 1965, and ACJA–866, January
28, 1966.
1985 amendment. Subsection (B) (12).

Amended generally.

1980 amendment. Added Subsections (B)(12) and (B)(13).
Applications to put utility lines across rights-of-way. CJN–49–71 provided:
"The Chairman of the Navajo Tribal Council or his designee is hereby authorized
to execute any and all applications or other documents on behalf of the Navajo
Tribe of Indians, for the purpose of securing permission to place utility lines
across rights of way or easements within the Navajo Nation."
Confirmation and ratification of adoption of safety codes and rules. ACAU–164–
66, August 30, 1966, confirmed and ratified resolution No. NTUA–28–66 of the
Utility Authority which adopted specific safety codes and rules.
Consignment of supply contracts. ACAU–152–66, August 10, 1966, consigned the
following utility supply contracts to the Utility Authority:
1. Arizona Public Service Wholesale Power Supply Contract, dated December 1,
1960.

2. Public Service Company of New Mexico, Electrical Service Agreement, dated
July 19, 1962.
3. El Paso Natural Gas Company, Natural Gas Service Agreement, dated February
15, 1963.
4. Continental Oil Company, Natural Gas Service Agreement, dated January 28,
1963.
Compensation. ACMY–74–66 provided for compensation for the Management Board.
Delegation to act. ACMA–21–66, § 5, March 14, 1966, delegated authority for the
Management Board to act in all matters incidental and pursuant to CAP–46–65 and
its approved Plan of Operation.
1966 Amendments. ACJA–8–66, § 2, amended Subsection (B)(10) generally.
Revision note. Slightly reworded for purposes of statutory form.
§ 8. Indemnification of officers, employees, and members of the Management
Board
The Navajo Tribal Utility Authority shall indemnify any officer, employee
or member of the management board or former officer, employee or member of the
management board of the Navajo Tribal Utility Authority, or any person who may
have served at its request as an officer, employee or member of the management
board against reasonable expenses actually and necessarily incurred by him or
her in connection with the defense of any action, suit or proceeding of which
he or she is made a party by reason of being, or having been such officer,
employee or member of the management board except in relation to matters as to
which he or she shall be adjudged in such action, suit or proceeding to be
liable for negligence or misconduct in the performance of duty; or except in
relation to matters in which such employee was acting beyond the scope of his
or her employment. The Navajo Tribal Utility Authority shall also reimburse to
any officer, employee or member of the management board reasonable costs of
settlements of any such action, suit or proceeding if it shall be found by a
majority of the management board other than directors involved in the matter of
controversy (whether or not a quorum exists), that it is in the best interest
of the Navajo Tribal Utility Authority and the Navajo Nation that such
settlement be made and that such officer, employee or member of the management
board was not guilty of negligence or misconduct.
Such rights of
indemnification and reimbursement shall not be deemed exclusive of any other
rights which such officer, employee, or member of the management board may be
entitled to receive.
History
ACN–149–65, as amended by ACD–158–65, December 13, 1965.
§ 9. Membership of Board;

qualifications;

term of office

A. Number. The management board shall consist of seven persons, all of
whom shall be appointed by the Government Services Committee of the Navajo
Nation Council.

B. Qualifications. The members of the management board shall be called
directors, and shall have the following qualifications:
1. Four of the directors shall be members of the Navajo Nation who
speak English with fluency and who have sufficient education and
experience to qualify them for learning utility business practices and
procedures and making sound judgments.
2. Four of the directors shall be persons having not less than 10
years experience in business management of substantial character and at
least two of such persons shall have had such experience in the
management and operation of a utility business.
C. Term of office. Directors shall be elected for the following terms of
office and shall hold office until the qualification and selection of their
successors:
1. The initial management board shall be appointed for a period of
one year or until their successors have been appointed and qualified.
Directors shall be eligible for reappointment.
2. Beginning the second year, the directors shall be selected and
designated by the Government Services Committee in three groups, the
first group of three to serve one year, the second group of two to serve
for two years, and the third group of two to serve for three years.
Thereafter, all terms shall be for three years.
3. Vacancies in the management
Government Services Committee for the
office.

board may be filled by the
unexpired term of the vacant

History
ACF–30–85, February 19, 1985.
1985 amendment. Subparagraph (B)(3):

Deleted.

ACS–194–68, § 2, September 16, 1968.
Amendments 1968. ACS–194–68, § 2, amended this Section by substituting "Four of
the Directors" for "Three of the Directors" in Subsection (B)(1).
Appointment of members. The following resolutions appointed members of the
Management Board of the Navajo Tribal Utility Authority and designated the
expiration dates of the term of such members:
ACS–301–69, §§ 1, 2, September 3, 1969.
ACS–194–68, §§ 3, 4, 5, September 16, 1968.
ACJ–2–68, January 5, 1968.
ACMA–21–66, §§ 2, 3, March 14, 1966.

ACN–149–65, as amended by ACD–158–65, December 13, 1965.
Revision note. Words "Government Services Committee" inserted pursuant CD–68–
89, Resolve #10.
§ 10. Meetings of Board
A. Annual meeting. The annual meeting of the management board shall be
held at 10:30 a.m. on the second Wednesday of October at the principal place of
business, or at such other place as the Board shall fix, commencing with 1966.
No notices shall be required for annual meetings.
B. Regular meetings. The management board shall meet at least quarterly
upon notice fixing the time and place.
C. Special meetings.
Special meetings of the board may be held upon
notice given by the chairperson, or secretary, or by any three members of the
board, at such place as the Board shall direct or as shall be fixed by the
notice.
D. Notice.
1. Notice of meetings stating the time and date, shall be given in
writing by letter, telegram or radiogram properly addressed to each
member according to the latest available enterprise records, not later
than five days nor more than 30 days immediately preceding the meeting
excluding the day of the meeting.
2. Notice may be waived in writing signed by the member or members
entitled to such notices;
whether before or after the time stated
therein, and such waiver shall be deemed equivalent to the giving of such
notice. Attendance of any member at the special meeting shall constitute
a waiver of notice.
E. Quorum.
Five members of the management board shall constitute a
quorum for the transaction of any business.
The act of the majority of the
members present and voting at a meeting at which a quorum is present shall be
the act of the board.
History
ACN–149–65, as amended by ACD–158–65, December 13, 1965.
First meeting.

ACMA–21–66, § 4, March 14, 1966.

§ 11. Executive Committee
A. Designation of committee.
The management board, by resolution duly
adopted, may designate four members of the board, two of whom shall be members
of the Navajo Nation, to constitute an executive committee.
Following such
designation of Executive Committee membership or a modification thereof, the
management board shall give prompt notice in writing to the Economic
Development Committee and the Navajo area director of the members thereof. The

designation of such executive committee and the delegation of the authority
herein granted, shall not operate to relieve the management board, or members
thereof, of any responsibility imposed upon it, or him or her, by law or this
Plan of Operation. No member of the executive committee shall continue to be a
member thereof after he or she ceases to be a member of the management board.
The management board shall have the power at any time to increase the number of
members of the executive committee, to all vacancies thereon, to change any
member thereof, and to change the functions or to terminate the existence
thereof.
B. Powers of the executive committee.
During the intervals between
meetings of the management board, and subject to such limitations as may be
required by resolution of the management board, the executive committee shall
have and may exercise such authority as may be delegated by the board.
All
minutes of meetings of the executive committee shall be submitted to the next
succeeding meeting of the management board for approval, but failure to submit
the same or to receive the approval thereof shall not invalidate any completed
or uncompleted action taken by the enterprise upon authorization of the
executive committee prior to the time at which the same was submitted as above
provided.
C. Procedure, meetings. A chairperson of the executive committee shall
be elected by the management board from among the members of the executive
committee and shall preside at meetings of the executive committee and perform
all duties incident to the office of the chairperson of the executive
committee, and such other duties as, from time to time, may be assigned to him
or her by the management board or the executive committee. The secretary of
the enterprise shall keep a record of the acts of the executive committee and
its proceedings.
In the absence of the secretary, the chairperson of the
management board shall designate a person to act in said capacity.
D. No individual authority. The members of the executive committee shall
act only as a committee, and the individual members shall have no power as
individuals.
E. Notice. Notices of all meetings of the executive committee shall be
given by the chairperson, the secretary, or any member thereof, in the manner
provided in 21 N.N.C. § 10(D), and may be waived as therein provided.
F. Quorum.
The presence of not less than three members shall be
necessary to constitute a quorum for the transaction of business and the act of
the majority of the members present and voting at a meeting at which a quorum
is present shall be the act of the Committee.
History
ACN–149–65, as amended by ACD–158–65, December 13, 1965.
Note.

Reformatted for purposes of statutory form.

§ 12. Principal officers
The principal officers of the enterprise shall consist of the following:

A. Chairperson of the management board and chairperson of the
executive committee, which positions may be, but need not be, held by the
same person.
B. Secretary and a treasurer, who need not be members of the
management board or of the executive committee.
C. General manager, who shall not be a member of the management
board.
D. In the discretion of the board, there may be a vice-chairperson
of the board, assistant secretary, and assistant treasurer. Any two of
these positions may be held by the same person.
History
ACN–149–65, as amended by ACD–158–65, December 13, 1965.
Note.

Reformatted for purposes of statutory form.

§ 13. Powers and duties
A. All officers and agents of the enterprise shall have the following
duties and such other duties as may be determined by resolution of the
management board, not inconsistent with this Chapter:
1. The Chairperson of the Board. The chairperson of the management
board shall be chosen from among the members of the Board, shall preside
at all meetings of the board if present, and shall, in general, perform
all duties incident to the office of the chairperson of the board and
such other duties as, from time to time, may be assigned by the
management board. If a vice-chairperson is elected, he or she shall act
in the capacity of the chairperson in the absence of the latter, and
shall discharge any other duties designated by the chairperson.
2. The Secretary. The secretary shall keep, or cause to be kept
the minutes of the meeting of the management board and the executive
committee. The secretary shall see that all notices are duly given in
accordance with provisions of this Chapter.
The secretary shall be
custodian of the seal and records, and in general, shall perform all
duties incident to the office of the secretary, and such other duties as
may, from time to time, be assigned by the management board, the
chairperson, or the executive Committee.
3. The Treasurer. The treasurer shall be the financial officer of
the enterprise and shall have charge and custody of, and be responsible
for, all funds of the enterprise, and shall deposit such funds in such
banks, trust companies, or other depositories as shall have been approved
by the management board. The treasurer shall receive and give receipts
for monies due and payable to the enterprise from any source whatsoever;
and, in general, shall perform all duties incident to the office of the
Treasurer and such other duties as, from time to time, may be assigned by
the management board, the chairperson, or the executive committee. The
treasurer shall render to the chairperson and the board, whenever the

same may be required, an account of all transactions as treasurer and of
the financial condition of the enterprise. The treasurer shall, at the
expense of the authority, give a bond for the faithful performance and
discharge of the, duties in such amount, so conditioned, and with such
surety or sureties as the management board may require.
4. General Manager.
The general manager shall be principal
operating executive of the enterprise and shall have direction of all
parts of the actual operations. The general manager shall be responsible
to the management board as a principal operating executive of a public
service corporation normally would be. The general manager shall render
reports to the board and perform all other functions and duties specified
in 21 N.N.C. § 18 for the general manager.
History
ACN–149–65, as amended by ACD–158–65, December 13, 1965.
CO–62–80;
the Navajo Nation Council directed the Authority to give
consideration to the special circumstances of the lands in the Former Joint Use
Area in determining priorities of establishment or expansion of services.
§ 14. Election;

term of office;

qualifications

The officers with the exception of the general manager, shall be chosen
annually by the management board at its annual meeting, or as soon after such
annual meeting as newly appointed directors shall have qualified. Each officer
shall hold office until a successor is chosen and qualified, or until death, or
until the general manager shall have resigned, or shall have been removed in
the manner provided herein.
History
ACN–149–65, as amended by ACD–158–65, December 13, 1965.
§ 15. Removal
Any officer or agent elected or appointed by the board may be removed by
the management board whenever, in its judgment, the best interest of the
enterprise will be served thereby, but in the absence of dereliction in duty,
negligence or malfeasance in office, or any other good cause shown, such
removal shall be without prejudice to the contract rights, if any, of the
persons who are removed; provided, however, the general manager may be removed
only pursuant to any approved contract provisions.
History
ACN–149–65, as amended by ACD–158–65, December 13, 1965.
§ 16. Resignation;

vacancies

Any officer may resign at any time by giving written notice to the
management board, or to the chairperson, or secretary; such resignation shall
take effect at the time specified therein, and, unless otherwise specified

therein, the acceptance of such resignation shall not be necessary to make it
effective. Any vacancy in any office because of death, resignation, removal,
or any other cause shall be filled for the unexpired portion of the term in the
manner prescribed herein for election or appointment to such office.
History
ACN–149–65, as amended by ACD–158–65, December 13, 1965.
§ 17. Other officers and agents
The management board may appoint such other officers and agents as it
deems necessary or expedient, and may determine their duties, as well as the
terms of their holding office.
History
ACN–149–65, as amended by ACD–158–65, December 13, 1965.
§ 18. General Manager;

functions;

duties

A. The general manager shall be employed under a written employment
contract subject to approval by the Navajo Nation Council and the Secretary of
the Interior or authorized representative, and shall be responsible to the
management board.
B. The function of a general manager shall be analogous to that of the
president of a public service corporation.
The general manager shall, among
other things, execute the general policies formulated by the management board
and organize the operation of the enterprise into departments each with its own
specific duties and responsibilities.
C. The general manager shall exercise best judgment in the determination
of the ways and means by which general policy set forth by the management board
is to be effectuated.
D. The general manager shall be the active, operating executive of the
enterprise and shall prepare plans and annual budgets; and make suggestions as
to policies and any proposals for improvements.
E. The general manager shall have the full authority and control over all
employees of the enterprise and shall be responsible for all department heads
or other executives carrying out their assignments.
F. The general manager shall be responsible for the general supervision
of the performance of staff in respect to all matters such as conformance to
approved budgets, standards, program inspection, cost control, employee
relations and in-service training.
G. The general manager shall render regular reports to the board and
perform all other functions and duties specified in this Chapter.
H. The general manager shall be furnished with transportation and shall
be reimbursed for any personal expenses that he or she may incur in the

performance of responsibilities.
I. The general manager shall employ competent department heads for the
usual functional responsibilities for each department.
History
ACN–149–65, as amended by ACD–158–65, December 13, 1965.
§ 19. Accounting;

fiscal year

The accounting system for the authority shall be maintained in accordance
with generally accepted utility accounting practices.
Financial operating
statements shall be provided to the Speaker of the Navajo Nation Council, the
Bureau of Indian Affairs, and the management board on a regular basis.
The
fiscal year of the authority shall be January 1st to December 31st.
History
ACO–135–81, § 1, October 14, 1981.
1981 amendment. Amended generally and changed the fiscal year for the Authority
to a calendar year to facilitate borrowing from the Rural Electrification
Administration.
§ 20. Records;

inspection;

audits

The books, records and property of the authority shall be available for
inspection at all reasonable times by authorized representatives of the Navajo
Nation, and upon notice to the Economic Development Committee of the Navajo
Nation Council, by representatives of the Secretary of the Interior.
The
accounts and records of the Authority shall be audited at the close of each
fiscal year in accordance with the provisions of 21 N.N.C. § 7(B). Copies of
such audit reports shall be furnished to the parties receiving copies of the
financial and operating statements and to the Economic Development Committee of
the Navajo Nation Council.
History
ACN–149–65, as amended by ACD–158–65, December 13, 1965, and ACJA–8–66, January
28, 1966.
§ 21. Insurance
Insurance, including liability, adequate and sufficient to protect the
interests of the United States and the Navajo Nation from losses by fire or
other disaster shall be carried on all property of the enterprise.
History
ACN–149–65, as amended by Res.
§ 22. Rates and charges

ACD–158–65, December 13, 1965.

A. All rates and charges for utility services shall be adopted by the
management board after formal public hearing for which adequate notice as the
board may determine has been given.
B. The management board may, in their sole discretion, negotiate with
large users of a particular utility service for special rates and charges,
provided, however, that such negotiated rates shall be demonstrated to be fair
and equitable to all other customers or users of the Navajo Tribal Utility
Authority services.
C. Procedures shall be established by the Economic Development Committee
of the Navajo Nation Council to provide for appeals of rate decisions to an
impartial review board composed of specialists on utility rates.
History
ACN–149–65, as amended by ACD–158–65, December 13, 1965.
Confirmation and ratification of Tariff Rules and Regulations. ACJN–95–66, June
15, 1966, confirmed and ratified all provisions included in the Authority's
Tariff Rules and Regulations.
§ 23. Pledges and security interests
Any pledge of, or security interest in, personalty, fixtures, revenues or
other monies or funds, or of a revenue-producing contract or contracts made by
the authority shall be valid and binding from the time when the pledge is made
or the security interest is given;
the personalty, fixtures, revenues, or
other monies or proceeds of any contract or contracts so pledged or secured and
thereafter received by the authority shall immediately be subject to the lien
of such pledge or security interest without any physical delivery thereof or
further act;
and the lien of any such pledge shall be valid and binding as
against all parties having claims of any kind in tort, contract or otherwise
against the Authority irrespective of whether such parties have notice thereof.
Neither the resolution, nor any other instrument by which a pledge or security
interest is created need be recorded.
History
Advisory Committee Res.

ACJY–85–80, § 1 (b), July 17, 1980.

CO–62–80, October 29, 1980.
Revision note.

Slightly reworded for purposes of statutory form.

§ 24. Exemption from levy and execution
All property, including funds, of the authority shall be exempt from levy
and sale by virtue of an execution, and no execution or other judicial process
shall issue against such property nor shall any judgment against the authority
be a charge or lien upon its property; provided, however, that this Section
shall not apply to or limit the right of noteholders or bondholders to pursue
any remedies or rights, including, but not limited to, possession, execution,
attachment, and sale of security, for the enforcement of any pledge or lien

given by the authority on its property, including personalty,
revenues, rates, fees, or other income of any other funds.

fixtures,

History
CO–62–80, October 29, 1980.
§ 25. Liability of authority
A. The Navajo Nation Council does hereby pledge to contract and agree
with any person, firm or corporation, or any federal, Navajo Nation or state
agency subscribing to or acquiring notes or bonds of the authority issued for
the purposes of the authority, that it obligates itself not to limit or alter
the rights or powers vested in the authority until all such notes or bonds at
any time issued, together with interest thereon are fully met, paid and
discharged.
The Navajo Nation Council does further pledge to, contract and
agree with any federal agency, that in the event any such agency shall loan or
contribute any funds for construction, extension, improvement or enlargement of
any facilities, the Navajo Nation Council will not alter or limit the rights or
powers of the authority in any manner which would be inconsistent with the
continued operation and maintenance of such facilities or the extension,
improvement or enlargement thereof, or which would be inconsistent with the due
performance of any agreements between the Authority and any such federal
agency; and the authority shall continue to have and may exercise all rights
and powers under its plan of operation, so long as the same shall be necessary
or desirable for the carrying out of its purposes and those of any federal
agency loaning or contributing funds for the construction, extension,
improvement or enlargement of any facilities.
B. Any agreements of the authority with the Corps of Engineers of the
Department of the Army of the United States regarding construction, extension,
improvements, enlargement, or protection on any facilities may be enforced
against the authority in the appropriate federal district court of appropriate
jurisdiction, or in the courts of the Navajo Nation according to their
respective terms, including any obligation of the Authority to pay compensatory
damages in the event of failure to perform.
C. The foregoing shall be construed as an explicitly limited exception to
the sovereign immunity of the Navajo Nation and shall not be construed to waive
any immunity of the Navajo Nation, nor to extend any liability to any assets,
revenues or income of the Navajo Nation, other than those of the Authority.
Otherwise, the provisions of the Navajo Sovereign Immunity Act (as amended)
shall not be deemed altered or amended.
History
CO–62–80, October 29, 1980, as amended generally by CF–6–88, February 3, 1988.
1988 Amendment. Added Subsections (B) and (C).
1980 Amendment. Added Subsection (A).
Cross References

The Navajo Sovereign Immunity Act, see 1 N.N.C. § 551 et seq.
§ 26. Remedies of note or bondholders
A. Subject to any contractual limitations binding upon the holders of any
issue of notes or bonds, or trustees therefor, including but not limited to the
restriction of the exercise of any remedy to a specified proportion or
percentage of such holders, any holder of any note or bond, or trustee
therefor, shall have the right and power, for the equal benefit and protection
of all holders of notes or bonds similarly situated:
1. By mandamus or other suit, action, or proceeding at law or in
equity in the Courts of the Navajo Nation to compel the authority and its
board, officers, agents or employees to perform and carry out their
duties and obligations under the authority's plan of operation, and their
covenants and agreements with such holders;
2. By action or suit in equity to require the authority and the
board thereof to account as if they were the trustees of an express
trust;
3. By action, suit or other proceeding at law or in equity to have
a receiver appointed and/or to enforce any pledge, lien or security
agreement given in connection with the issuance of any note or bond, such
enforcement right to include the power to possess, control and sell the
security in accordance with the applicable security agreement, lien or
pledge;
4. By action or suit in equity against the Authority or its Board
to enjoin any acts or things which may be unlawful or in violation of the
rights of the note or bondholders; and
5. To bring suit against the authority upon the notes or bonds,
security instruments or loan contracts.
B. No remedy conferred by this Section upon any holder of the notes or
bonds, or any trustee therefor, is intended to be exclusive of any other
remedy, but each such remedy is cumulative and in addition to every other
remedy, and may be exercised without exhausting and without regard to any other
remedy conferred by this resolution or by any other law.
No waiver of any
default or breach of duty or contract, whether by any holder of the notes or
bonds, or any trustee therefor, shall extend to or shall effect any subsequent
default or breach of duty or contract or shall impair any rights or remedies
thereon.
No delay or omission of any note or bondholder, or any trustee
therefor, to exercise any right or power accruing upon default shall impair any
such right or power or shall be construed to be a waiver of any such default or
acquiescence therein. Every substantive right and every remedy, conferred upon
such holder may be enforced and exercised from time to time as often as may be
deemed expedient. In case any suit, action or proceeding to enforce any right
or exercise any remedy shall be determined adversely to the holder of the note
or the bond, or any trustee therefor, then and in every such case the Authority
and such holder, or such trustee, shall be restored to their former positions
and rights and remedies as if no such suit, action or proceeding had been
brought or taken.

C. The foregoing shall be construed as a limited exception to the general
principles of Sovereign Immunity and shall not be construed to waive any
immunity of the Navajo Nation, nor to extend any liability to any assets,
revenues or income of the Navajo Nation other than the authority. Otherwise,
the provisions of the Navajo Nation Sovereign Immunity Act (as amended) shall
not be deemed altered or amended.
History
ACJN–99–86 amended Subsection (C).
CO–62–80, October 29, 1980.
Revision note. Slightly reworded for purposes of statutory form.
Cross References
Navajo Sovereign Immunity Act, see 1 N.N.C. § 551 et seq.
§ 27. Lands in Former Joint Use Area
The Navajo Nation Council directs the Navajo Tribal Utility Authority to
give consideration to the special circumstances of those lands in the Former
Joint Use Area added to the Navajo Nation by the judgment of partition of
February 10, 1977, in determining priorities of establishment or expansion of
services.
History
CO–62–80, October 29, 1980.

Subchapter 2. Ramah Navajo Utility Authority
History
ACS–151–86, September 23, 1986.

Enactment.

§ 51. Establishment
A. There is established the Ramah Navajo Utilities Authority within the
Ramah Navajo Chapter (hereinafter referred to as "authority").
B. A board of commissioners is delegated authority and responsibility for
the management and operation of the authority.
C. The principal office of the authority shall be on the Ramah Navajo
Reservation, Cibola County, New Mexico.
D. The authority may also have offices at such other place or places as
the board of commissioners may from time to time direct and/or deem necessary.
History

ACS–151–86, September 23, 1986.
§ 52. Purposes and objectives
A. The general purpose of the authority is to provide, maintain, and
establish utility services on a cost-effective basis to the residents of the
Ramah Navajo Reservation and nearby communities.
B. Objectives of the Authority are:
1. To operate, maintain, and promote existing utility systems
furnishing water, sewer, electric, telephone, gas, solar, and solid waste
services on the Ramah Navajo Reservation.
2. To expand and execute such
systems as are efficient and feasible.

extensions

of

existing

utility

3. To plan for, provide and furnish feasible utility services to
all areas of the Ramah Navajo Reservation.
4. To secure funding from either private or public sources on a
contractual basis for the Ramah Navajo Community and others.
5. To seek public or private utility services in the furtherance of
Ramah Navajo community health and welfare.
6. To establish and maintain executive offices and facilities to
employ professional staff, personnel and others necessary to accomplish
the above purposes.
7. To receive contributions by gift, bequest, devise, grant and
personal or mixed property from any person, firm, corporation, state,
local, federal or tribal government, upon such terms and conditions as
the board of commissioners shall deem reasonable and in the best interest
of the authority.
8. To establish reasonable rates to apply to all operating
expenses, purchase of equipment, establish reserves for future capital
replacements and expansion of the utility systems.
9. To do everything necessary, proper, advisable, and/or convenient
for the accomplishment of the purposes and objectives in accordance with
applicable laws, rules and regulations.
History
ACS–151–86, September 23, 1986.
Revision note.

Slightly reworded for purposes of form and clarity.

§ 53. Membership of commissioners;

selection;

terms of office

A. The members of the board of commissioners shall be nominated, selected

and approved at a regularly scheduled chapter meeting.
The board of
commissioners shall consist of five members, 18 years of age or older,
representing the five local grazing district units; each member shall live in
the grazing district unit which each represents.
B. The terms of the members of the board of commissioners shall be as
follows:
1. From District Unit #1—Two years;
2. From District Unit #2—Three years;
3. From District Unit #3—Three years;
4. From District Unit #4—Four years;
5. From District Unit #5—Two years;
Members may serve consecutive terms for an indefinite number of terms.
C. Any member of the board of commissioners can resign at any time. In
such an event, a vacancy shall be declared and filled through the procedure
specified above at a regularly scheduled chapter meeting.
D. No elected chapter official shall serve on the board of commissioners.
History
ACS–151–86, September 23, 1986.
§ 54. Removal
A. Any member of the board of commissioners may be removed from the board
for any of the following causes or reasons:
1. Failure to attend two consecutive regular board meetings without
reasonable written justification;
such failure shall be deemed
abandonment of the position on the board of commissioners.
2. Habitual use of alcohol or substance abuse which reflects upon
the integrity and prestige of the board of commissioners.
3. Conviction of a felony.
4. Other just cause as determined by the board of commissioners
upon approval of the Ramah Navajo Chapter.
B. Any member of the board of commissioners who is removed has the right
to file a grievance petition in writing within five calendar days after receipt
of the notice of removal to the president of the board of commissioners.
C. Within five calendar days of receiving the written grievance petition
submitted by the aggrieved party, the president of the board of commissioners
shall call a board meeting to address the grievance.

History
ACS–151–86, September 23, 1986.
§ 55. Meetings of board of commissioners
A. The board of commissioners shall hold a minimum of 12 meetings per
year, and at the discretion of the president, any number of special meetings
may be called as deemed necessary.
B. Three members of the board of commissioners shall constitute a quorum
necessary for the conduct of official business. A majority vote of the members
present shall be necessary to approve any action of the board of commissioners.
C. All proceedings of the board of commissioners shall be open to the
public except for discussion of personnel and/or personal matters. A meeting
may be closed to discuss such matters upon the majority vote of members present
at said meeting.
D. Notice of meetings shall be posted at least a week in advance in
public locations throughout the community for public participation.
History
ACS–151–86, September 23, 1986.
§ 56. Election and duties of officers
A. At its initial board session, the members of the board of
commissioners shall nominate, select and approve a president, vice-president,
and secretary.
B. The elected officers shall serve according to their terms unless
removed by the board of commissioners as provided for in § 54 of this
Subchapter.
C. The president shall call and preside at all meetings. The president
shall represent the board of commissioners at chapter meetings and other
meetings on and off Ramah Navajo Reservation lands to further the purposes and
objectives of the authority.
D. The vice-president shall be vested with the responsibilities and
duties of the president in the event of the president's absence and as
delegated.
E. The secretary shall be responsible for:
1. Maintaining the records of all proceedings of the board of
commissioners;
2. Publicizing all meetings;

and

3. Carrying out other delegations of authority and assignments

together with the staff.
History
ACS–151–86, September 23, 1986.
§ 57. Staffing and compensation
Staff shall be retained as needed to carry out the purposes and duties of
the authority. Ramah Navajo Chapter programs or executive offices may detail
personnel to assist the authority as staff.
Appropriate competitive
compensation shall be made from available sources approved by the board of
commissioners and authorized by the chapter program or executive office.
History
ACS–151–86, September 23, 1986.
§ 58. Liability exemption
The private property of the authority members, officers, and staff shall
be exempt from liability, damage, or injury, debt or obligation arising out of
the authority management and operations.
History
ACS–151–86, September 23, 1986.
§ 59. Conflict of interest
Members of the board of commissioners who have a personal business
interest or close family relationship in business or personal matters brought
before the board of commissioners shall not participate in proceedings of the
board of commissioners regarding the matters nor shall they vote on such
matters.
History
ACS–151–86, September 23, 1986.
§ 60. Amendment
This plan of operation may be repealed, amended and/or revised, upon
recommendation of the board of commissioners, by the Ramah Chapter at a regular
chapter meeting with the approval of the Government Services Committee of the
Navajo Nation Council.
History
ACS–151–86, September 23, 1986.
Revision note.

This Subchapter has been reworded for form and clarity.

Chapter 2. Diné Power Authority
History
CJA–2–96, January 19, 1996.
Revision note. Diné Power Authority was previously codified as Chapter 2, §§
101–123, Title 21, Navajo Nation Code.
§ 201. Creation
A. There is established an authority of the Navajo Nation to be known as
the Diné Power Authority ("authority"), in order to provide an instrumentality
of the Nation to participate in the development of a major coal-fired,
mine-mouth steam electric generating station to be located within the extended
boundaries of the Navajo Reservation in northwestern New Mexico, together with
all common facilities, transmission facilities and water facilities relating
thereto, and related infrastructure, community development, communications,
transportation and support service facilities and job training and other
programs;
and to conduct overall development and operations of high voltage
transmission lines, related transmission facilities, switchyards, substations,
electric generation production, renewable energy research and development, and
related power and energy development on the Navajo Nation necessary to
vertically and horizontally integrate the Navajo Nation's power, utility and
resource infrastructure.
The Authority is authorized to participate in the
above activities or projects and any part thereof. The projects or activities
developed, in whole or in part, may be located within or outside the extended
boundaries of the Navajo Nation or on lands selected by the Navajo Nation
pursuant to the Navajo–Hopi Settlement Act.1
B. The Navajo Nation Council hereby finds and declares that the creation
of the Authority is necessary and desirable in order to promote the development
of the Navajo Nation's resources and new sources of electric energy and
transmission capacity, to develop the social, economic and cultural well-being
of Navajo People including those subjected to relocation from Hopi Partitioned
Lands, to promote the economic vitality of the Navajo Nation through the
production of goods and services, the employment of Navajo People and the
utilization of Navajo businesses, to promote the efficient utilization and
distribution of energy, to facilitate management of the Navajo Nation's
interest in energy development activities and to limit the Navajo Nation's
liability with respect thereto.
History
CJA–2–96, January 19, 1996.
CN–87–85, Exhibit A, November 5, 1985.
§ 202. Name, location and place of business
A. The name of the authority, instrumentality and enterprise of the
Navajo Nation formed herein shall be "Diné Power Authority".

B. The principal place and headquarters of business and the offices of
the authority shall be at Window Rock, Navajo Nation, Arizona.
C. The authority may also have offices at such other place or places as
the board of directors may from time to time direct or as the activities of the
Authority shall require.
D. The authority is and shall remain an authority, instrumentality and
enterprise of the Navajo Nation, subject at all times to the control of the
oversight authorities delegated by the Nation Council, and shall not become or
attempt to become a corporation under the laws of any state or other
governmental entity, without prior approval of the Navajo Nation Council.
History
CJA–2–96, January 19, 1996.
CN–87–85, Exhibit A, November 5, 1985.
Revision note. Subsection (b):
office deleted.

Reference to post office address of principal

1989 Amendments to Title 2 placed enterprises under the oversight of the
Economic Development Committee of the Navajo Nation Council.
§ 203. Identification
The identification of this authority shall be by seal, insignia or logo
as approved by the board of directors and may be changed from time to time as
warranted.
History
CJA–2–96, January 19, 1996.
CN–87–85, Exhibit A, November 5, 1985.
§ 204. Duration
The duration of the authority is perpetual.
History
CJA–2–96, January 19, 1996.
CN–87–85, Exhibit A, November 5, 1985.
§ 205. Purposes
A. General.
follows:

The purposes for which the authority is organized are as

1. To participate in energy development activities and projects,
directly or indirectly, independently or with other private or public

entities or enterprises, in partnership, venture, or other association or
arrangement of any kind, to provide for the ownership, design,
construction, equipping, supply, maintenance, financing and operation of
the activities and projects and the sale, wheeling or distribution of
power, energy and transmission services from the activities and projects,
the mitigation of impacts of the activities and projects and the
provision of community and other services and programs related thereto;
and to provide or facilitate the provision of bulk power and electricity
to other Navajo enterprises.
2. To provide training and employment opportunities for Navajo
People and businesses in the acquisition, construction, management and
operation of the activities and projects and the authority.
3. To facilitate the economic and community development of the
Navajo Nation through the activities and projects to promote and enhance
self-determination, to apply to and invest in the activities and projects
such resources of the Navajo Nation as are contributed or conveyed to the
authority for such purpose, and to facilitate the administration of the
Navajo Nation's involvement with the activities and projects.
4. To provide a fair return to the Navajo Nation and the Navajo
people on its investment in the authority through declaration of
dividends and distribution of profits, through participation with other
Navajo enterprises to promote vertical and horizontal power and energy
integration, and through the delivery and transmission of low cost, safe,
reliable and efficient power and electricity, that is consistent with
economic development and self-determination objectives.
5. To manage and administer, in consultation with the Navajo–Hopi
Land Commission, any resources or revenues acquired from the lands
selected by the Navajo Nation and as developed by the authority pursuant
to the Navajo–Hopi Settlement Act of 1974,1 solely for the benefit of
Navajo relocatees designated in the Act, or the transfer of any such
resources or revenues to any entities established by the Navajo Nation
for the purpose of administration of benefits on behalf of such
relocatees.
B. Ancillary.
To do everything necessary, proper, advisable, or
convenient for the accomplishment of the purposes herein above set forth, and
do all things incidental thereto or connected therewith, which are not
forbidden by law or this plan of operation.
History
CJA–2–96, January 19, 1996.
CN–87–85, Exhibit A, November 5, 1985.
§ 206. Control of authority
It is intended that the control and activities of this authority shall be
patterned as closely as is feasible on the fines of an agency or
instrumentality of the Navajo Nation as a public government and domestic

sovereign nation with board of directors performing policy-making functions for
such an agency or instrumentality.
History
CJA–2–96, January 19, 1996.
CN–87–85, Exhibit A, November 5, 1985.
§ 207. Board of Directors;

purpose;

duties and powers

A. Direction of purposes and exercise of powers by board of directors.
Subject to applicable laws and regulations, the authority shall be managed by
or under the direction of the board of directors which shall direct the
purposes and exercise the following powers and duties:
1. The board of directors is delegated authority and responsibility
for the activities of the authority.
2. The board of directors is authorized to accomplish the purposes
set forth in § 205 hereof and to exercise the powers set forth in
Subsection (B) below without previous authorization or subsequent
approval of the Navajo Nation Council and all parties dealing with the
authority shall have the right to rely upon any action taken by the board
of directors pursuant to this authorization.
3. The board of directors shall exercise full power and shall be
responsible for participation of the authority in the activities and
projects (including the custody, management, operation, inventory, and
maintenance of all property and facilities of the authority relating to
the activities and projects), and the taking of any and all usual,
necessary and convenient actions, incidental thereto including, should it
be deemed advisable or desirable, the borrowing of funds, participation
in other organizational entities, and the making of contracts or
commitments which it deems necessary or advisable for participation in
the activities and projects.
4. The board of directors may authorize the authority to enter into
a project agreement or agreements for participation in the activities and
projects on such terms as it deems necessary or advisable, including
without limitation as owner, co-owner, partner, venturer, shareholder,
trustor, trustee, beneficiary or some other capacity, and may designate
one of its members, an officer or other person as a representative of the
authority on any governing or other body related to the activities and
projects.
5. The board of directors shall function in much the same capacity
as an appointed board of an agency or instrumentality of the Navajo
Nation as a public government and domestic sovereign nation, and shall be
responsible for making investment decisions subject to the limitations
contained herein; for any advance of funds; for the establishment and
maintenance of effective policies;
for the selection of management
personnel and for continuous supervision of the activities and projects.

6. The board of directors shall exercise its authorized powers in
good faith in a manner which it believes to be in the best interests of
the Navajo Nation and in full compliance in accordance with the Ethics in
Government Law of the Navajo Nation.
7. The board of directors shall select from its own membership a
Chairman of the Board and other officers; and it shall adopt such rules
as it may determine necessary for the orderly conduct of its business.
8. Minutes of each meeting shall be made available after each
meeting to the Economic Development Committee of the Navajo Nation
Council, and such other officials as may be designated from time to time.
9. Directors shall be reimbursed for reasonable expenses actually
and necessarily incurred in participating in all meetings, and the board
of directors may, at its discretion, propose a fee to be paid to its
members on any reasonable basis and not exceeding that paid by comparable
enterprises' boards of directors within the Navajo Nation.
10. The chairman of the board or his or her designee shall make a
formal written report to the Navajo Nation Council and the Economic
Development Committee of the Navajo Nation Council not less often than
semi-annually and in such report shall include a summary of the
Authority's financial condition.
11. The board of directors may delegate the management of the
day-to-day operation of the authority to the general manager or acting
general manager, and in exercising its authority hereunder, may rely on
its officers and other experts. The board of directors shall establish
policies and retain responsibility for ultimate direction of the affairs
of the authority but shall give usual and essential latitude to the
general manager and his or her delegated employees, after establishing
limitations on amounts which may be expended without specific approval of
the board of Directors and any additional restraints on relationships
with related persons and on other conflict of interest situations.
12. No contract or other transaction between the authority and any
one of the members of the board of directors, or between the authority
and any corporation, partnership, firm or other legal entity in which one
or more of the members of the board of directors has a financial
interest, directly or indirectly, shall be valid, for any purpose, unless
the entire interest of the director or directors in such corporation,
firm or other legal entity is fully disclosed to the board of directors
and the proposed contract or transaction shall be approved, ratified or
confirmed by the affirmative vote of at least a majority of the members
of the entire authority board who are not so interested.
Any director
who has such a material financial interest may not vote on any matter
affecting or affected by that interest, and must recuse him or herself
from all discussions concerning any transaction involving that interest.
13. a.
Except as provided in subdivision (b), in investing,
reinvesting, purchasing, acquiring, exchanging, selling and managing the
authorities investments, the board of directors shall:
(1) avoid
speculation (other than as may be associated with investments in the

Project);
and (2) comply with any standards imposed by the plan of
operation or express terms of an instrument or agreement pursuant to
which the assets were contributed to the authority.
b. No investment violates this Subsection where it conforms
to the provisions authorizing such investment contained in an instrument
or agreement pursuant to which the assets were contributed to the
Authority.
c. In carrying out duties under this Subsection, each
director shall act as required by the standard of conduct applicable to
public officials, and may rely upon others in performing the duty of
director to the extent of relying on information, opinions, reports or
statements including financial statements and other financial data, in
each case prepared or presented by one or more officers or employees of
the authority, counsel, independent accountants or other persons as to
matters which the director believes to be within such person's
professional or expert competence or a committee of the board of
directors as to such matters the director believes to reasonably merit
confidence, so long as, in any such case, the director acts in good
faith, after reasonable inquiry when the need therefor is indicated by
the circumstances, and without knowledge that would cause such reliance
to be unwarranted.
14. Any action required or permitted to be taken by the board of
directors may be taken without a meeting, if all directors shall
individually or collectively consent in writing to such action.
Such
written consent or consents shall be filed with the minutes of the
proceedings of the board of directors.
B. Enumerated powers.
Subject to approvals where required and any
applicable laws and regulations, and solely in furtherance of the limited
purposes set forth in § 205 of this plan of operation, the authority shall have
the following powers which may be exercised by or under the direction of the
board of directors:
1. Territorial jurisdiction.
in any other jurisdiction.

To qualify to conduct its activities

2. Capacity to act.
To act in any capacity as a natural person
would act and to participate with others in any partnership, joint
venture or other association, transaction or arrangement of any kind,
whether or not participation involves sharing or delegation of control
with or to others.
3. To appoint officers and agents. To elect or appoint officers,
agents, engineers, auditors, accountants, appraisers, counsel and other
professional consultants as in the opinion of the board of directors may
be needed from time to time, and to define their duties and compensation
subject to Navajo Nation law.
The board of directors, at authority
expense, shall require the bonding of all officers, agents or employees
responsible for the handling or safeguarding of funds, property or other
assets of the authority consistent with policies applicable to officials
of the Navajo Nation. The board of directors may delegate to the general

manager the
activities.

election

and

appointment

of

agents

for

operational

4. To act as agent. To act in any state, territory, district, or
possession of the United States, or in any foreign country for and on
behalf of the authority.
5. To deal in real property.
To acquire (by purchase, exchange,
lease, hire or otherwise) utilize, improve, manage, operate, and to sell,
lease, or mortgage, either alone or in conjunction with others having an
interest therein, real estate of every kind, character and description
and any interest therein, necessary or incidental to the purposes set
forth in § 205 of this plan of operation, title to all such acquired real
property or interest therein may be taken in the name of the authority
and title to all trust or restricted real property shall be and remain in
its trust or restricted status unless otherwise legally transferred to
the authority; and to convey any such real property or interest therein
(including without limitation any granted right-of-way for transmission
lines and other facilities or operations related to the activities and
projects) to the activities and projects or others pursuant to the terms
of any agreement related to or in connection with the activities and
projects.
6. To deal in personal property.
To deal in personal property,
including intangibles, generally. To acquire (by purchase, application,
transfer, exchange, lease, hire or otherwise), hold, own, manage,
operate, mortgage, pledge, hypothecate, exchange, sell, deal in and
dispose of, either alone or in conjunction with others, personal
property, including without limitation, equity securities and inventions,
copyrights, trademarks and other intangibles, and interests therein, of
every kind, character and description.
7. Depository. To designate and approve all depositories used for
the deposit of funds of the authority.
8. To make contracts.
In addition to the authority described in
Subsection (A)(4) of this plan of operation regarding participation in
activities and project agreements, to enter into, make, perform and carry
out or cancel and rescind contracts for any lawful purpose pertaining to
its purposes and activities.
9. To approve budgets.
To give initial approval to annual
authority budgets, and to take final approval action with reference to
the use of funds under the exclusive control of the authority for
operating, capital and other purposes.
10. To borrow funds.
With the prior approval of the Economic
Development Committee of the Navajo Nation Council, to borrow money, make
and issue debt securities of the authority evidencing such borrowing, and
to secure payment thereof by pledge of, or lien on, all or any of its
fixtures, personalty, revenues, income, contracts or other property and
income (subject to any restraints thereon imposed under law) and to
purchase, redeem, receive, take or otherwise acquire any of such
obligations.

11. To accept grants or loans. To accept grants or loans from, and
enter into contracts, agreements or other transactions with any local
government, state and federal agencies, the government of the Navajo
Nation or agencies thereof, and to expend the proceeds thereof.
12. To lend money. To lend money or otherwise use its credit for
the development of its activities and projects.
13. To sue or be sued. To bring suit in its name and (subject to
the Navajo Nation Sovereign Immunity Act and other limitations)
contractually waive its immunity to suit.
14. To create sub-entities. To create sub-divisions, sub-entities
and subsidiaries for purposes of separating and furthering authority
project.
C. Ancillary powers.
To have and exercise all
convenient or incidental to the authority's express powers.

powers

necessary,

D. No construction of powers as purposes. The powers enumerated herein
shall not be construed as purposes but the authority shall have and exercise
such powers solely in furtherance of, but not in addition to, the limited
purposes set forth in this plan of operation in § 205 hereof. A declaration of
the board of directors that its powers are being so exercised shall be
conclusive evidence thereof on which third parties dealing with the Authority
may rely.
History
CJA–2–96, January 19, 1996.
CN–87–85, Exhibit A, November 5, 1985.
Cross References
Navajo Sovereign Immunity Act, see 1 N.N.C. §§ 551–555.
§ 208. Indemnification of officers, employees and members of the Board of
Directors
While acting in their official capacities the authority shall indemnify
any officer, employee or member of the board of directors or former officer,
employee or member of the board of directors, or any person who may have served
at its request as an officer, employee or member of another entity, against
reasonable expenses actually and necessarily incurred by him or her in
connection with the defense of any action, suit or proceeding in which he or
she is made a party by reason of being, or having been such officer, employee
or member of such entity; except in relation to matters as to which he or she
shall be adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of duty. The authority shall also
reimburse to any officer, employee or member of the board of directors or such
other entity, reasonable costs of settlements of any such action, suit or
proceeding if it shall be found by a majority of the board of directors other

than directors involved in the matter of controversy (whether or not a quorum
exists), that it is in the best interest of the authority and the Navajo Nation
that such settlement be made and that such person was not guilty of negligence
or misconduct. Such rights of indemnification and reimbursement shall not be
deemed exclusive of any other rights which such person may be entitled to
receive, but shall be subject to any applicable limitation thereon.
History
CJA–2–96, January 19, 1996.
CN–87–85, Exhibit A, November 5, 1985.
Cross References
Navajo Sovereign Immunity Act, see 1 N.N.C. §§ 551–555.
§ 209. Membership of Board of Directors;
removal

qualifications;

term of office;

A. Number. The board of directors shall consist of seven persons. All
members of the board of directors shall be appointed by the President of the
Navajo Nation and shall be confirmed by the Economic Development Committee of
the Navajo Nation Council.
B. Qualifications. The members of the board of directors shall be called
directors, and shall collectively have the following qualifications:
1. One director shall have an accounting or finance background.
2. One director shall have an engineering background.
3. At least four Directors shall be members of the Navajo Nation,
of whom at least one shall reside in areas impacted or otherwise affected
by the Navajo–Hopi Land Dispute.
4.
Affairs.

No

director

shall

be

an

employee

of

the

Bureau

of

Indian

5. One director shall be a member of the Economic Development
Committee of the Navajo Nation Council and shall serve as an ex-officio
member who shall be a non-voting member, but shall have a right to
participate in all meetings of the board.
6. One director shall be a member of the Resources Committee of the
Navajo Nation Council and shall serve as an ex-officio member who shall
be a non-voting member, but shall have a right to participate in all
meetings of the board.
7. One director may possess sufficient qualifications so as to meet
more than one requirement as set out in 1 through 4 above.
8. The directors appointed by the Economic Development Committee
and the Resources Committee of the Navajo Nation Council shall serve at

the discretion of the respective committees.
C. Term of Office. Directors shall be appointed for five-year staggered
terms and shall hold office until the qualification and selection of their
successors.
D. Vacancy.
Vacancies on the board of directors may be filled by the
President of the Navajo Nation with the confirmation of the Economic
Development Committee of the Navajo Nation Council for the unexpired term of
the vacant office.
E. Removal.
Members of the board of directors may be removed with or
without cause only upon recommendation by the President of the Navajo Nation
with the approval of the Economic Development Committee of the Navajo Nation
Council.
History
CJA–2–96, January 19, 1996.
CN–87–85, Exhibit A, November 5, 1985.
§ 210. Meetings of Board of Directors
A. Annual meeting. The annual meeting of the board of directors shall be
held at such times as the board of directors shall designate as the principal
place of business, or at such other place as the board of directors shall fix.
No notices shall be required for annual meetings.
B. Regular meetings.
The board of directors
quarterly upon notice fixing the time and place.

shall

meet

at

least

C. Special meetings. Special meetings of the board of directors may be
held upon notice given by the chairperson of the board, or secretary, or by
majority of the board of directors at such place as the board of directors
shall direct or as shall be fixed by the notice.
D. Notice. Notice of meetings, except for that of the annual meeting,
stating the time, date, and place shall be given in writing by letter,
telegram, radiogram or facsimile transmission properly addressed to each member
according to the latest available Authority records, not later than seven days
nor more than 30 days immediately preceding the meeting, excluding the day of
the meeting.
E. Waiver of Notice.
Notice may be waived in writing signed by the
member or members entitled to such notices whether before or after the time
stated therein, and such waiver shall be deemed equivalent to the giving of
such notice. Attendance of any member at a special meeting shall constitute a
waiver of notice.
F. Quorum.
A majority of the members of the board of directors shall
constitute a quorum for the transaction of any business.
The act of the
majority of the members participating and voting at a meeting at which a quorum
is present shall be the act of the board of directors.

History
CJA–2–96, January 19, 1996.
CN–87–85, Exhibit A, November 5, 1985.
§ 211. Principal officers
The principal officers of the authority shall consist of the following:
A. Chairperson of the board of directors.
B. The General Manager, who shall not be a member of the board of
directors.
C. Secretary, who need not be a member of the board of directors.
D. Treasurer, who need not be a member of the board of directors.
History
CJA–2–96, January 19, 1996.
CN–87–85, Exhibit A, November 5, 1985.
§ 212. Powers and duties
All officers and agents of the authority shall have the following duties
and such other duties as may be provided in any rules or determined by or
pursuant to resolution of the board of directors, not inconsistent with this
plan of operation:
A. The Chairperson of the Board.
The chairperson of the board of
directors shall be chosen from among the members of the board of directors,
shall preside at all meetings of the board of directors if present, and shall,
in general, perform all duties incident to the office of the chairperson of the
board and chief executive officer and such other duties as, from time to time,
may be assigned the chairperson of the board by the board of directors. If a
vice-chairperson is elected, he or she shall act in the capacity of the
chairperson of the board in the absence of the latter, and shall discharge any
other duties designated by the chairperson of the board.
B. The Secretary.
The secretary shall keep, or cause to be kept the
minutes of the meeting of the board of directors. The secretary shall see that
all notices are duly given in accordance with provisions of this Chapter. The
secretary shall be custodian of the identification and records, and in general,
shall perform all duties incident to the office of the secretary, and such
other duties as may, from time to time, be assigned to him or her by the board
of directors, or the chairperson of the board.
C. The Treasurer.
The treasurer shall be the financial officer of the
authority and shall have charge and custody of, and be responsible for all
funds of the authority, and shall deposit such funds in such banks, trust

companies, or other depositories as shall have been approved by the board of
directors.
The treasurer shall receive and give receipts for monies due and
payable to the authority from any source whatsoever;
and, in general, shall
perform all duties incident to the office of the treasurer and such other
duties as, from time to time, may be assigned by the board of directors or the
chairperson of the board. The treasurer shall render to the chairperson of the
board and the board of directors, whenever the same may be required, an account
of all his or her transactions as treasurer and of the financial condition of
the authority. The treasurer shall, at the expense of the authority, give a
bond for the faithful performance of discharge of his or her duties in such
amount, so conditioned, and with such surety or sureties as the board of
directors may require.
D. The General Manager.
The general manager shall be the principal
administrative and chief operating officer of the authority and shall have
direction of all parts of the actual operations.
The general manager shall
report to the board of directors and perform all other functions and duties
specified in § 217 of this plan of operation for the general manager.
History
CJA–2–96, January 19, 1996.
CN–87–85, Exhibit A, November 5, 1985.
§ 213. Election;

term of office;

qualification

The officers, with the exception of the general manager, shall be chosen
annually by the board of directors at its annual meeting, or as soon after such
annual meeting as newly appointed directors shall have qualified. The term of
the general manager shall be determined by the board of directors at the time
of his appointment, subject to the provisions of § 217 hereof. Each officer
shall hold office until his or her successor is chosen and qualified, or until
death, or until he or she shall have resigned, or shall have been removed in
the manner provided in § 214 herein.
History
CJA–2–96, January 19, 1996.
CN–87–85, Exhibit A, November 5, 1985.
§ 214. Removal
Any officer or agent elected or appointed by the board of directors may
be removed by the board of directors whenever, in its judgment, the best
interest of the authority will be served thereby, but in the absence of
dereliction in duty, negligence or malfeasance in office, or any other good
cause shown, such removal shall be without prejudice to the contract rights, if
any, of the persons who are removed.
History
CJA–2–96, January 19, 1996.

CN–87–85, Exhibit A, November 5, 1985.
§ 215. Resignations;

vacancies

Any officer may resign at any time by giving written notice to the board
of directors, or to the chairperson of the board, or secretary, such
resignation shall take effect at the time specified therein, and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. Any vacancy in any office because of death,
resignation, removal, or any other cause shall be filled for the unexpired
portion of the term in the manner prescribed herein for election or appointment
to such office.
History
CJA–2–96, January 19, 1996.
CN–87–85, Exhibit A, November 5, 1985.
§ 216. Other officers and agents
The board of directors or the chairperson of the board may appoint such
other officers and agents deemed necessary or expedient, and may determine the
duties of them, as well as the terms of their holding office.
History
CJA–2–96, January 19, 1996.
CN–87–85, Exhibit A, November 5, 1985.
§ 217. General Manager;

functions;

duties

A. The general manager may be employed under a written employment
contract, specifying all employment benefits provided, for a term not to exceed
five years; the employment contract may be renewed by the board of directors.
The general manager shall be responsible to and serve at the pleasure of the
board of directors, not withstanding the terms of the employment contract and
this plan of operation.
B. The function of the general manager shall be analogous to that of the
chief operations officer of an agency or instrumentality of a state or local
government or a sovereign nation.
The general manager shall, among other
things, execute the general policies formulated by the board of directors,
provide annual reports to the board of directors, and may organize the
operation of the authority into departments each with its own specific duties
and responsibilities.
C. The general manager shall exercise his or her best judgment in the
determination of the ways and means by which general policy set forth by the
board of directors is to be effectuated.
D. The general manager shall be the active executive of the authority and

shall be responsible for the preparation of plans and annual budgets;
shall
initiate financial audits upon board approval, and shall make suggestions as to
policies and any proposals for improvements.
E. The general manager shall have the full authority to hire and fire,
subject of authority policies, and exert control over all employees of the
authority and shall be responsible for all department heads or other executives
performing their assignments.
F. The general manager shall be responsible for the supervision of the
employees and agents of the authority, and their performance, in respect to all
such matters such as conformance to approved budgets, standards, and policies,
productivity, program inspection, cost control, employee relations and
evaluations and in-service training.
G. The general manager shall render regular reports to the board of
directors and perform all other functions and duties specified in this plan of
operation.
History
CJA–2–96, January 19, 1996.
CN–87–85, Exhibit A, November 5, 1985.
§ 218. Accounting;

fiscal year

The accounting system for the authority shall be maintained in accordance
with generally accepted accounting principles applicable to its activities and
projects.
Financial statements shall be provided to the President of the
Navajo Nation and the board of directors on a regular basis. The fiscal year
of the authority shall be determined by the board of directors.
History
CJA–2–96, January 19, 1996.
CN–87–85, Exhibit A, November 5, 1985.
§ 219. Records;

inspection;

audits

The books, records and property of the authority shall be available for
inspection
at
all
reasonable
times
and
upon
notice
by
authorized
representatives of the Navajo Nation, and or by the President of the Navajo
Nation or the Economic Development Committee of the Navajo Nation Council or
the Navajo Nation Council. The accounts and records of the authority shall be
audited at the close of each fiscal year in accordance with the provisions of §
207(B) of this plan of operation.
Copies of such audit reports shall be
furnished to the parties receiving copies of the financial statements and to
the appropriate Navajo Nation Council standing committees.
History
CJA–2–96, January 19, 1996.

CN–87–85, Exhibit A, November 5, 1985.
§ 220. Exemption from judicial process
All property, including funds of the authority shall be exempt from levy
and sale by virtue of an execution, and no execution or other judicial process
shall issue against such property; provided; however, that this Section shall
not apply to or limit the right of participants in any activity or project
agreement or any holders of contractual obligations of the authority or the
activities or projects to pursue any remedies or rights, including, but not
limited to, possession, execution, attachment, and sale of security, for the
enforcement of any pledge or lien given by the authority on its property,
including personalty, fixtures, revenues, rates, fees, or other income or
funds.
History
CJA–2–96, January 19, 1996.
CN–87–85, Exhibit A, November 5, 1985.
§ 221. No liability of Navajo Nation;

no waiver of immunity of Navajo Nation

A. The acts or omissions of the authority (whether pursuant to the powers
enumerated in this plan of operation or otherwise) shall not create any
liability on the part of the Navajo Nation, nor create any obligation,
indebtedness, or recourse to the assets of the Navajo Nation (whether
denominated assets, revenues or income of the Navajo Nation) and only the
assets, revenue and income held by or in the name of the authority shall be
subject (to the extent otherwise permitted herein and by law) to the debts,
obligations or other liabilities created or incurred by the authority.
B. Any waiver of immunity of or by the authority shall not be construed
to waive any immunity of the Navajo Nation or other covered persons and
entities or extend any liability to any assets, revenues, or income of the
Navajo Nation, nor shall the provisions of the Navajo Nation Sovereign Immunity
Act (as amended) be deemed altered or amended by this plan of operation.
History
CJA–2–96, January 19, 1996.
CN–87–85, Exhibit A, November 5, 1985.
Note (2005).

Reformatted for purposes of statutory form.
Cross References

Navajo Sovereign Immunity Act, see 1 N.N.C. §§ 551–555.
§ 222. Amendment of Plan of Operation
This plan of operation may be amended from time to time by resolution

duly adopted by the Navajo Nation Council upon recommendation of the Economic
Development Committee of the Navajo Nation Council.
History
CJA–2–96, January 19, 1996.
CN–87–85, Exhibit A, November 5, 1985.
Cross References
Navajo Nation Enterprises, see 2 N.N.C. § 724(E)(1).

Chapter 3. Transportation Systems
History
Revision note. Transportation System was previously codified at Chapter 3, §§
201–211, Title 21, Navajo Nation Code.

Subchapter 1. Buses
§ 301. Operation generally
A scheduled bus transportation system shall be operated between Window
Rock, Navajo Nation (Arizona) and Gallup and Wingate Village, New Mexico.
History
CAU–56–60, August 19, 1960.
§ 302. Use of bus
A. The principal use of the bus shall be the transporting of Tribal
officials and employees commuting between Wingate Village and Gallup, New
Mexico, who are employed at Window Rock, Navajo Nation (Arizona) and the
vicinity, and the employees of the Bureau of Indian Affairs and the United
States Public Health Service who commute between Wingate Village and Gallup,
New Mexico.
B. The secondary use of the bus shall be the transporting of groups of
people on special occasions during the time the bus is not required for its
principal use. Such trips shall be scheduled in advance and approved by the
Director of Division of General Services.
History
ACS–167–60, § I, September 14, 1960.
Cross References
Division of General Services, see Title 2, Navajo Nation Code.

§ 303. Route and schedule of bus
A. The bus shall not deviate from the following route: From the Motor
Pool down Window Rock Boulevard to the Fort Defiance junction, left to the
Ganado—Gallup—Fort Defiance junction, right to the warehouse area, return to
the Ganado—Gallup—Fort Defiance junction, proceeding east on Arizona Highway 3—
New Mexico Highway 68—to Highway 491 junction, taking Highway 491 to Gallup,
then east on Highway 66 to Wingate Village and return on the same route.
B. The bus schedule shall be established to assure its arrival in Window
Rock at 7:50 a.m. each day. Departure from Window Rock shall be 5:15 p.m. each
day. A schedule of arrival and departure times from the following stops shall
be available to all passengers.
C. Passengers shall embark and debark only at the following regularly
scheduled points:
1. Motor Pool—Window Rock
2. Window Rock
administration building

Boulevard

northwest

entrance

to

the

main

3. Warehouse entrance—Fairgrounds
4. U.S.

Highway 491—State 68 junction

5. North turnoff—Highway 491 to Gamerco
6. Intersection at Post Office, Gallup
7. East "Y" Highway 66, Gallup
8. Rehoboth turnoff—Highway 66
9. Office—Wingate Village
D. Changes in the route, schedule or stops shall be authorized in writing
by the Director of the Division of General Services.
History
ACS–167–60, § II, September 14, 1960.
§ 304. Operator of the bus—Qualifications
The operator of the bus shall have the following qualifications:
A. Be an employee of the Navajo Nation;

and

B. Have valid chauffeur's licenses issued by the States of New
Mexico and Arizona.
History

ACS–167–60, § III, September 14, 1960.
§ 305. Duties
The operator of the bus shall have the following duties:
A. Drive the bus in lieu of the fare charged passengers.
B. Be responsible for the sale of fare tickets and the preparation
of reports until other arrangements are necessary.
C. Be in complete
disagreeable passengers.

charge

of

the

bus

with

authority

to

expel

D. Not operate the bus at speeds that exceed 50 miles per hour and
have it fully under control at all times.
E. Be responsible for the proper maintenance of the bus.
F. Be responsible for obtaining monthly safety inspection of the
bus by the Navajo Nation Police Department.
G. Park the bus overnight and over weekends at Wingate Village in a
location that will assure adequate protection of the vehicle.
History
ACS–167–60, § II, September 14, 1960.
1961 Amendment. ACJY–109–61, § 2, amended this Section by deleting the first
numbered paragraph. Language substituted for such deleted paragraph is now set
out in § 306 of this title.
§ 306. Compensation
The operator of the bus shall be paid at his or her regular salary rate
and his or her time shall be reported by the head of the motor pool.
The
driving time shall be considered to be one hour for a one-way trip between
Window Rock and Wingate Village. The operator shall not be paid in excess of
two hours time each day unless he or she is requested to make special trips
during off-duty hours.
History
ACJY–109–61, § 2, July 21, 1961.
ACS–167–60, September 14, 1960.
§ 307. Fare;

fare tickets;

identification cards

A. The fare shall be thirty cents (30 for each passenger which shall be
collected by the driver for each one-way trip on the bus.
B. The passengers shall purchase fare tickets from the driver.

The fare

tickets shall be assembled in books of ten and sold for three dollars ($3.00)
per book on a cash basis only.
C. The driver shall obtain a supply of fare ticket books from the
controller who shall charge him or her therewith.
The driver shall deliver
daily to the controller the funds collected from the sale of fare ticket books.
D. The driver shall prepare a daily report on the sale of fare tickets,
the number of passengers and other pertinent data.
One copy of the report
shall be provided the Controller which shall be attached to the official
receipt. One copy shall be provided the Division of General Services Director.
The tickets collected from the passengers shall be attached to the copy of the
report provided the Division of General Services Director.
E. The Controller shall credit the driver for tickets sold after the
funds have been delivered to the Controller as evidenced by the official
receipt.
F. Authorized passengers shall be issued an identification card by the
Division of General Services Director of the Navajo Nation (or a designee), and
such passengers shall be required to show their identification card each time
they board the bus.
History
ACJY–109–61, July 21, 1961.
ACS–167–60, § VI, September 14, 1960.
1961 Amendment. ACJY–109–61, § 3, amended Subsections (A) and (B) by increasing
fare from 20 cents to 30 cents and cost of books of tickets from two dollars
($2.00) to three dollars ($3.00), and added Subsection (F).
Revision note.

Slightly reworded for purposes of form and clarity.
Cross References

Division of General Services, see Title 2 of the Navajo Nation Code.
§ 308. Conduct of passengers
The conduct of passengers shall at all times be such that the safety,
moral and general welfare of all passengers will not be jeopardized.
History
ACS–167–60, § V, September 14, 1960.
§ 309. Certification of safety
Written certification of the safety of the bus shall be provided by the
Navajo Nation police department and shall be displayed in the bus.
History

ACS–167–60, § III(8), September 14, 1960.
§ 310. Service and maintenance
All service and maintenance of the bus shall be provided through the
Navajo Nation motor pool.
History
ACS–167–60, § III(7), September 14, 1960.
§ 311. Insurance
Insurance for the bus shall be provided under the comprehensive
automobile insurance policy that provides insurance protection for all other
vehicles owned by the Navajo Nation.
History
ACS–167–60, § VI, September 14, 1960.

Subchapter 3. [Reserved]
§§ 351 to 400. [Reserved]

Chapter 4. Navajo Paragon Generating Station Policy Board and Task
Force
History
Revision note. Navajo Paragon Generating Station Policy Board and Task Force
was previously codified as Title 21, Chapter 4, §§ 301–310, Navajo Nation Code.
§ 401. Establishment
The Navajo Paragon Generating Station Policy Board (hereinafter "NPGS
policy board") was established by the Executive Order of February 25, 1985,
consisting of 15 regular voting members appointed by and serving at the
pleasure of the President of the Navajo Nation upon confirmation by the
Economic Development Committee of the Navajo Nation Council.
History
ACJN–110–85, June 13, 1985.
ACAP–60–85, April 11, 1985.
§ 402. Purposes
The NPGS policy board is established to assess the ongoing development of
talks with other NPGS participants and to advise the Office of the President
and Vice-President, the Government Services Committee, the Navajo–Hopi Land

Commission and the Navajo Nation Council on policy direction for the Navajo
Nation in this project, including advice on the desired organization within the
Navajo government to develop further analysis of the proposed enterprise and
the ways and means to fund such effort.
History
ACAP–60–85, Exhibit A, April 11, 1985.
§ 403. Powers
A. The NPGS policy board shall have all powers necessary and proper to
carry out the purposes set forth in § 402 of this plan of operation.
B. Enumerated powers of the NPGS policy board shall include the power to:
1. Establish subcommittees to further any purpose of the policy
board.
2. Hold meetings at the call of the chairperson of the policy
board, the President or vice-president of the Navajo Nation, or upon
written request of any seven members of the policy board. A quorum shall
consist of seven members for the purposes of conducting policy board
business.
3. Establish this plan of operation for the Navajo
Generating Station Task Force (hereinafter "NPGS task force").

Paragon

4. Conduct all proper and necessary business of the policy board by
written resolution adopted by a majority of the members present and duly
certified by the presiding officers.
History
ACJN–110–85, June 13, 1985.
ACAP–60–85, April 11, 1985.
1985 amendment. Subsection (b)(2): Substituted "seven (7) members" for "five
(5) members" in the first and second sentences.
§ 404. Establishment of NPGS Task Force
The Advisory Committee of the Navajo Nation Council established the plan
of operation for the NPGS task force.
History
ACAP–60–85, April 11, 1985.
§ 405. Term of operation
The duration of the NPGS Task Force shall be continuous until terminated
by resolution of the Navajo Nation Council or by executive order of the Office

of the President.
History
ACAP–60–85, Exhibit A, April 11, 1985.
§ 406. Purposes of NPGS Task Force
The purposes of the NPGS task force shall be:
A. To provide direction, analysis and management expertise to determine
the viability of, financeability of, structure of, and means of participation
by the Navajo Nation in the proposed New Mexico Generating Station at the
Paragon Ranch area.
B. To provide coordination, analysis, and professional direction to the
negotiation of leases or contracts for land, water and coal, including
valuation, resource assessment and necessary and proper lease terms unrelated
to the resources (e.g., business and employment preference, scholarship fund,
etc.) to the extent necessary to assure they are consistent with the proposed
NPGS Project.
C. To provide coordination, development, implementation, and delivery of
a comprehensive community information and planning. effort, to include
identification and mitigation of plant and project impacts.
D. To provide comprehensive assessment of all regulatory and legislative
issues germane to Navajo Nation participation in the NPGS Project, including a
detailed plan of strategy with draft legislation where appropriate.
E. To provide coordination with and direction to intergovernmental
relations between the Navajo Nation and the various state and federal agencies
and legislatures.
F. To provide coordination and direction to the analysis, review, and
development of the legal organization and business structure of the NPGS
Project and the evolution of the entity which will maximize the Navajo Nation
interest in such enterprise.
G. To provide budgetary, financial, contracting, and accounting reporting
as required to all Navajo Nation government or other offices or agencies,
including any consultant contract requirements, upon approval by the Budget and
Finance Committee of the Navajo Nation Council, and to assure the fiscal
accountability of the task force.
H. To develop the
recommendations concerning
aspects of this project.

information and analysis
the participation of the

necessary to provide
Navajo Nation in all

History
ACAP–60–85, Exhibit A, April 11, 1985.
Revision note.

Slightly reworded for purposes of form and clarity.

Cross References
Government Services Committee authority, see 2 N.N.C. § 343(B)(4).
§ 407. Powers of the NPGS Task Force
The NPGS task force shall have the following powers:
A. To fulfill the purposes set out in § 406.
B. To establish such offices for conducting its activities within or
without the Navajo Nation as are necessary and proper to its purposes under
this plan of operation.
C. To contract for services necessary to fulfill the purposes set out in
§ 406.
D. To provide reimbursement to NPGS Policy Board members for costs to
attend meetings of the policy board at which a quorum is present, including all
travel and per diem costs.
E. To provide for reimbursement to NPGS policy board members for all
expenses incurred in the discharge of their official duties as policy board
members other than duly called meetings, when done with the approval of the
President of the Navajo Nation.
History
ACAP–60–85, Exhibit A, April 11, 1985.
§ 408. Conflict of interest
Members of the NPGS policy board or staff of the NPGS task force shall
not use their position or influence to personal advantage or the advantage of
any other individuals or organization in a manner which would disadvantage the
NPGS policy board, the NPGS task force, the Navajo Nation, its subdivisions or
instrumentalities. A member, officer, or employee shall be disqualified from
dealing in any matter where there exists a conflict of interest.
History
ACAP–60–85, Exhibit A, April 11, 1985.
§ 409. Finance
The NPGS task force may pursue, with approval from the Budget and Finance
Committee, funding for its activities from all available sources, including but
not limited to, banks, profit and non-profit institutions, individuals, federal
and state agencies, foreign investors, debt financing, and any other financing
alternative allowed by law.
History

ACAP–60–85, Exhibit A, April 11, 1985.
Cross References
Government
343(B)(4).

Services

Committee

authority,

see

2

N.N.C.

§§

185(B)

and

§

§ 410. Amendments
The plan of operation of the NPGS Task Force may be amended or altered to
add or delete provisions from time to time as necessary with the concurrence of
the Government Services Committee of the Navajo Nation Council.
History
ACAP–60–85, Exhibit A, April 11, 1985.
Cross References
Redelegated Committee authority, see CD–68–89, December 15, 1989, and 2 N.N.C.
§ 343(B)(4).

Chapter 5. Telecommunications
Subchapter 1. Navajo Telecommunications Regulatory Act
History
CD–56–86, December 10, 1986. CD–56–86 repealed former § 501 and redesignated
Chapter 5, Navajo Telecommunications Regulatory Code, formerly "Radio and
Television".
Cross References
Navajo Telecommunications Regulatory Commission, see 2 N.N.C. § 3451 et seq.
§ 501. Short title
This Act shall be known and may be cited as the Navajo Telecommunications
Regulatory Act and is codified at Chapter 5 of Title 21 of the Navajo Nation
Code.
History
CD–56–86, December 10, 1986, repealed former § 501, entitled "Tribal radio
system and maintenance facilities".
Cross References
Navajo Telecommunications Regulatory Commission, see 2 N.N.C. § 3451 et seq.
§ 502. Purposes and intent

A. The purposes of this Act are to make available within the Navajo
Nation efficient, reasonably priced and rapid communications, to promote and
expand communications within the Navajo Nation, and ensure that communication
activity within the Navajo Nation is consistent with the traditions, customs
and desires of the Navajo People.
B. It is the intention of the Navajo Nation Council that the provisions
of this Act be construed and applied in each instance, so as to accomplish its
purposes. Furthermore, the Navajo Nation by virtue of its inherent sovereign
powers has the authority to assert jurisdiction over telecommunications not
preempted by applicable law and regulation of the federal government of the
United States.
Areas which may be preempted include matters relating to
frequency allocation, licensing, permissible use of specific bands and
interstate commerce. Federal laws now in force regulating telecommunications
activity which do not preempt the Navajo Nation's jurisdiction to regulate
telecommunications shall have the same force and effect and shall be binding
and obligatory upon the Navajo Nation to the extent that said laws benefit and
protect the traditions, customs and desires of the Navajo People and are not
otherwise inconsistent with the provisions of this Act.
History
CD–56–86, December 10, 1986.
Cross References
Navajo Telecommunications Regulatory Commission, see 2 N.N.C. § 3451 et seq.
§ 503. Definitions
For the purposes of this Act, the following definitions shall apply:
A. "Broadcasting" means the dissemination of any radio or television
communications intended to be received by the public, directly or by the
intermediary of relay stations.
B. "Cable System" means a system of antennas, cables, amplifiers, towers,
microwaves, waveguides, laser devices, satellites, and/or other conductors,
converters, equipment and facilities designed and constructed for the purpose
of producing, transmitting, receiving, amplifying, storing, processing, and
distributing audio, video, digital, or other forms of electronic or electrical
signals capable of being transmitted by wire and cable to subscribing members
of the public who pay for such services.
C. "Certificate of convenience and necessity" means the certificate
issued by the Commission to a person(s) doing business in telecommunications
within defined service areas of the Navajo Nation.
A certificate of
convenience and necessity may include or require to be filed with terms,
conditions, or tariffs, and may contain terms, conditions, or tariffs found
within franchise agreements.
D. "Act" means the Navajo Telecommunications Regulatory Act.
E. "Commission" means the Navajo Telecommunications Regulatory Commission

or any successor
telecommunications.

agency

authorized

by

the

Navajo

Nation

to

regulate

F. "Common Carrier" means a person(s) providing, or holding itself out as
providing telecommunications service or services to the public for hire within
the Navajo Nation.
G. "Communications" means transmission,
information by any means of telecommunications.

emission,

or

reception

of

H. "Electromagnetic spectrum" or "Radio Frequency Environment" means the
entire range of wavelengths or frequencies of electromagnetic radiation from
the longest radio waves to the shortest gamma rays.
I. "Federal Communications Commission" or "FCC" means that agency as
presently authorized by the U.S. Congress or any successor agency authorized
by the Congress to regulate cable television, telephone systems, and other
communications matters or facilities.
J.
"Franchise"
means
the
contractual
agreement
between
a
telecommunications provider, who is required to have a franchise, and the
commission which defines the rights and responsibilities of each regarding the
installation, construction, operation, terms and conditions of services and
maintenance of a communications system within the Navajo Nation. A franchise
agreement may include the terms, conditions, and tariffs contained within or
required by a certificate of convenience and necessity.
K. "Franchises" means the approved holder of a franchise.
L. "Licensee" means the holder of a valid license granted.
M. "Navajo Nation" has the same meaning as Navajo Indian Country as
defined in 7 N.N.C. § 254, as amended.
N. "Person" means a natural person, either a Navajo or non-Navajo
individual, sole proprietorship, partnership, corporation, joint venture,
trust, estate, unincorporated association, government (other than the
government of the Navajo Nation and any wholly owned subdivision or enterprise
of that government), public or private organization, and any part, division or
agency of any of the foregoing or any other entity.
O. "Pole Attachment" means an attachment of a wire or cable by a
telephone system, or a cable television system to a pole;
the term also
includes ducts or conduits and other underground apparatus requiring the use of
public right-of-way, owned or controlled by a public utility.
P. "Public Utility" means those applicants who have obtained a
Certificate of Convenience and Necessity from the Commission to provide
telecommunications service to subscribers or the general public within the
Navajo Nation.
Q. "Radio Communication" means the transmission by radio of writing,
signs,
signals,
pictures,
and
sounds
of
all
kinds,
including
all
instrumentalities, facilities, apparatuses, and services (among other things,

the receipt, forwarding, and delivery of communications) incidental to such
transmission.
R. "Radio Station" means a station
communication or radio transmission of energy.

equipped

to

engage

in

radio

S. "Rates" mean any rate, toll, rental, charge or classification of any
person engaged in providing telecommunications services.
T. "Subscriber" means the person or entity in whose name service is
rendered, as evidenced by the signature on the application or contract for that
service, or by the receipt and/or payment of statements, invoices or bills
regularly issued in such name regardless of the identity of the actual user of
the service.
U. "Tariff" means the filed and approved rates, rules and regulations of
a telecommunications service-provider that sets forth the services and products
offered and the rates charged, and the terms and conditions for the use of
those services and products.
V. "Telecommunications" or "telecommunication" means any transmission,
emission or reception (with retransmission or dissemination) of signs, signals,
writings, images, and sounds of intelligence of any nature by wire, radio,
light, electricity or other electromagnetic spectrum system, including but not
limited to the telecommunications activity set forth in § 505(A)(2) of this
Code.
W. "Telecommunication Service" means the providing of voice or other
communication services by telecommunications including, without limitation,
non-voice communication services, or data communication services which may
interconnect with other telecommunication networks and/or involve operation of
transmission/reception devices for binary information representation.
X. "Telephone System" means all property and facilities used in
connection with telephone communication, including without limitation, the
providing of telephone service, with or without the use of transmission wires.
Y. "Television Delivery Systems" means any transmission of television
programming, via broadcasting, cable, microwave, or other such means of program
delivery.
History
CD–56–86, December 10, 1986.
Cross References
Navajo Telecommunications Regulatory Commission, see 2 N.N.C. § 3451 et seq.
§ 504. Establishment;

composition;

staff

The
commission
shall
carry
out
the
duties
of
regulating
telecommunications activities within the Navajo Nation. The establishment and
composition of the commission shall be governed by a plan of operation adopted

by the commission and approved by the Government Services Committee of the
Navajo Nation Council.
The administrative staff to carry out the duties and
responsibilities of the commission shall be as provided for in the Commission's
plan of operation or in the Commission's rules and regulations.
History
CD–56–86, December 10, 1986.
Cross References
Commission definition, see 21 N.N.C. § 503(E).
Navajo Telecommunications Regulatory Commission, see 2 N.N.C. § 3451 et seq.
§ 505. Powers and duties
A. In accordance with the commission's plan of operation, the commission
shall have the power to perform any and all acts necessary and convenient to
supervise, monitor, and regulate telecommunication and those persons providing
telecommunications service within the Navajo Nation as specifically designated
in this Chapter or in any rule, regulation, decision, order or other official
pronouncement adopted hereunder, in the exercise of such power and
jurisdiction.
B. The commission shall have the following specific powers:
1. To promulgate such rules and regulations as appropriate for the
accomplishment of its purpose and authority, duties and responsibilities
pursuant to this Act, and to enforce such rules and regulations;
2. To act upon and regulate any and all telecommunications activity
within the Navajo Nation, including but not limited to telephone,
television, telegraph, radio, cable television, satellite dishes, two-way
radio, and other telecommunication services employing wire, radiowave,
lightwave, electricity or any other electromagnetic system;
3. To establish methods, procedures, conditions and fees for
obtaining permits and approved tariff schedules for telecommunications
services within the Navajo Nation;
4. To establish procedures and requirements for hearings and
investigations pertinent to the functions and powers of the commission;
to receive, consider and hear complaints concerning the noncompliance by
any person, of any provision of this Act and/or the commission's rules
and regulations, decisions, orders or other official pronouncements; to
issue and compel by power of subpoena the presence of any person or the
production of any document, or any type of evidence deemed relevant to a
matter properly before the commission;
to issue decisions and orders,
opinions or other official pronouncements, on any matter properly raised
before the commission, and as may be necessary in the enforcement and
implementation of its functions;
5. To establish and impose fines and/or any other civil sanction(s)

deemed appropriate by the commission, for violations of any provision of
this Act and/or its rules and regulations, decisions, orders or other
official pronouncements; and
6. To establish and collect franchise, filing and other fees from
persons at amounts whic

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Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/tribal%3Anavajo_nation%3Aeb8651039dfa278e. Public record. Not legal advice.