Governance of Business Entities - Best Options and Their Consequences

2.5 General AV CLE Credits | WSBA AV CLE Activity ID #410730

Session 1 examines the practical and legal consequences associated with corporations formed under the Indian Reorganization Act and entities organized under tribal and state law, including corporations, partnerships, LLC's and joint ventures.


Recorded:  07/08/2015
Credits:  2.5 General AV CLE | WSBA AV CLE Activity ID #410730
Length: 2 hours, 42 minutes

Featured Speakers:
Eric D. Eberhard, Kelly Croman

Speaker: Kelly Croman Neelands - Tribal Attorney, Chehalis Tribe, WA

This session will take an in depth look at the various options available to tribes for structuring their business entities. It will examine the practical and legal consequences associated with corporations formed under the Indian Reorganization Act and entities organized under tribal and state law, including corporations, partnerships, LLC's and joint ventures. The type of entity a tribe chooses can have significant impacts on tribal communities, tribal governments and the governance and operation of a business as well as imposing limitations on what the entity can and cannot do; its susceptibility to state and federal taxation; the application of the tribe's sovereign immunity; issues related to dispute resolution and the jurisdiction of federal, state and tribal courts over matters involving the business entity; and the entity's eligibility for federal and state procurement contracts.


Program Chairperson

Eric D. Eberhard

Co-Faculty Director, Center for Indian Law and Policy and Distinguished Indian Law Practitioner in Residence, Seattle University School of Law

Eric D. Eberhard is a Distinguished Indian Law Practitioner in Residence at the Law School at Seattle University. From 1995 to 2009 he was a partner in the Seattle office of Dorsey and Whitney LLP. He received his B.A. degree from Western Reserve University in 1967; a J.D. degree from the University of Cincinnati in 1970 and an LL.M. from George Washington University in 1972. He has been actively engaged in the practice of Indian Affairs law since 1973, including employment in legal services, private practice and as the Deputy Attorney General of the Navajo Nation and Executive Director of the Navajo Nation Washington Office. His practice has involved all aspects of the representation of Indian tribes, organizations, individuals and entities doing business with Indian tribes in federal, state and tribal judicial, legislative and administrative forums.

From 1989 to 1995 he served as the General Counsel and Staff Director on the Senate Committee on Indian Affairs for Senator John McCain of Arizona. In that capacity he had direct responsibility for legislation relating to the protection of the environment on Indian lands, Indian cultural resources protection, gaming, water rights, self-determination and self-governance, tribal courts and economic development.

In December, 2000, the U. S. Senate confirmed President Clinton's appointment of Mr. Eberhard to the Board of Trustees of the Morris K. Udall Foundation. President Bush nominated Mr. Eberhard for a second term on the Board in 2005 and he was confirmed by the Senate in 2007. From 2001 to 2011 he chaired the Board's Committee on the Native Nations Institute. In 2011, he was elected as Chairman of the Board of Trustees. He also serves as the Vice-Chairman of the Native American Concerns Committee of the American Bar Association's Committee on Individual Rights and Responsibilities and is a Life Fellow of the American Bar Foundation. Mr. Eberhand is an Associate Justice of the Court of Appeals of the Confederated Tribes of Coos, Lower Umpqua and Suislaw Indians in Oregon.

He has been recognized by Best Lawyers in America and Chambers. At Dorsey & Whitney he was recognized as the Partner of the Year, the Diversity Partner of the Year and the Pro Bono Partner of the Year. He has been honored by the United South and Eastern Tribes, Navajo Nation and its courts, the National Indian Gaming Association, the National Association of Indian Legal Services Programs, the Intertribal Timber Council and the American Indian Religious Freedom Coalition for outstanding service and contributions. In 2013 Mr. Eberhard was presented with the Lifetime Achievement Award by the Northwest Indian Bar Association.


Session 1

Kelly Croman, Tribal Attorney for the Chehalis Tribe, Oakville, Washington

Over the past 17 years Kelly has worked in a variety of legal and economic development roles for three tribes in Washington State. Kelly's long and unique experience in Indian law has brought her into contact with many aspects of the issues which arise from the various options available to tribes when they choose a structure for a business entity and make her exceptionally well qualified to discuss the best options for tribes and their attorneys to consider.

Kelly currently serves as the Director of the Office of Tribal Attorney for the Confederated Tribes of the Chehalis Reservation, where she advises the Tribal government and its enterprises on a broad array of legal matters. The Tribe has developed a number of successful enterprises, including the Great Wolf Lodge, Lucky Eagle Casino, Eagles Landing Hotel, Eagle RV Park, End of the Trail convenience stores, Burger Claim restaurant, Confederated Construction Company (a certified 8(a) contractor), and billboard advertising.
Previously, Kelly served as CEO of Island Enterprises, Inc. (IEI), the economic development arm of the Squaxin Island Tribe. IEI's enterprises include Salish Seafoods, the Trading Post family of gas stations and convenience stores, Skookum Creek Tobacco Company, SI Distribution, Skookum Creek Distributing, and the Ta-Qwo-Ma Business Development Center. Prior to joining IEI, Kelly served as General Counsel to Marine View Ventures, Inc. (MVV), a tribally chartered corporation of the Puyallup Tribe of Indians. MVV's holdings include gas station/convenience stores, two marinas, and several hundred acres of commercial and industrial lands in and around the Port of Tacoma.

Prior to joining MVV in 2007, Kelly served as legal counsel for the Squaxin Island Tribe for nearly 10 years, where she focused on governmental affairs, economic development and tribal tax issues, and intertribal negotiations. Kelly led successful efforts to secure authorizing legislation for cigarette tax compacts and fuel tax compacts, the latter after a successful litigation effort, and negotiated the first compacts under each statute.
Kelly currently chairs the board of the National Intertribal Tax Alliance, and is a former chair of the Washington State Bar Association's Indian Law Section. She has B.A. and M.P.A. degrees from The Evergreen State College, and a J.D. from the University of Washington School of Law, where she graduated with honors.


General Registration (in-person attendance) - $75.00

SU School of Law Alumni/Tribal Attorneys (in-person attendance) - $60.00