Tahltan Central Government Business Registration Policy
1. Background & Purpose
The Tahltan Central Government (“TCG”) is the central administrative governing body for the Tahltan Nation, which consists of approximately 5,000 Tahltans on- and off-reserve. The purpose of the TCG is, among other things, to define and protect Tahltan inherent Aboriginal title and rights, to protect the eco systems and natural resources of Tahltan Territory through pursuing sustainable economic development, and to strengthen the cultural wellness of the Tahltan community by promoting traditional values based on the concepts of caring, sharing, cooperation, truth, honour, fairness and above all, respect.
The TCG, Tahltan Band, and Iskut Band established the Tahltan Nation Development Corporation (“TNDC”) to operate as the economic development arm of the Tahltan Nation. The purpose of TNDC is to pursue sustainable and responsible business and economic development opportunities in Tahltan Territory and the surrounding region that lead to employment, training, and business opportunities for Tahltans. As a result of the Tahltan Nation’s unique rights in respect of the Tahltan Territory and its resources, Tahltan Businesses, including TNDC, have access to preferred procurement and other opportunities relating to industries that operate within Tahltan Territory.
This Policy is intended to guide the TCG in implementing a fair and transparent process for qualifying Tahltan Businesses for potential opportunities arising from Tahltan title and rights through the establishment and administration of a Tahltan Business Registry The Tahltan Business Registry will support the meaningful participation of Tahltan entrepreneurs in the ownership and management of businesses within Tahltan Territory
This Policy will aid in ensuring that economic opportunities arising from the Tahltan Nation’s Aboriginal title and rights are maximized for the benefit of all Tahltans, including by:
a) fostering collaboration among the TCG, TNDC, and Tahltan Businesses; b) promoting and enabling a diverse Tahltan Nation economy; c) encouraging self sufficiency and entrepreneurship within the Tahltan Nation; d) providing support to newly established and ongoing Tahltan Businesses;
e) incentivizing Tahltan Businesses to create employment and subcontracting opportunities for Tahltans and other Tahltan Businesses; and f) building a stronger economic future for Tahltans.
2. Tahltan Business Registry
Businesses that meet the criteria set out in this Policy will be added to the Tahltan Business Registry and will remain on the Tahltan Business Registry provided that they continue to meet the criteria set out in, and adhere to, this Policy. The Tahltan Business Registry will include and track information for each Tahltan Business, including:
a) business name;
b) business address;
c) primary contact information;
d) type of business organization;
e) trade name/dba or incorporation number (as applicable);
f) description of industry and services provided;
g) description of qualifications;
h) owner information and shareholder register;
i) summary of past contracts performed; and j) summary of past sub-contracting to other Tahltan Businesses.
The Business Director may make certain registry information available to third parties, including TNDC and its subsidiaries and affiliates, other Tahltan Businesses, Tahltans, and persons who have agreements with the Tahltan Nation, including other governments and industry proponents.
3. Nation Businesses & Member Businesses
The Business Registry will include both Tahltan Nation owned businesses and Tahltan member owned businesses (as defined below), both of which may be referred to as Tahltan Businesses. For clarity, the term "Tahltan person" in this Policy will mean a member of the TCG and an associate member of the TCG.
a) “Nation Business” means:
i. a business entity that is wholly owned by any one or a combination of the TCG, Iskut Band, or Tahltan Band; ii. TNDC or a wholly owned subsidiary of TNDC; or iii. a business entity in which TNDC, the TCG, Iskut Band, Tahltan Band, or any combination thereof, have a meaningful interest or capital investment, as determined by the Business Director
b) “Member Business” means:
i. a business wholly owned and operated by a Tahltan person as a sole proprietorship; or
ii. a corporation, partnership, or limited partnership owned in whole or in part by one or more Tahltan persons.
4. Business Tiers
All Tahltan Businesses will be organized into the categories set out below. These categories will be used by the Business Director to ensure that businesses which provide the greatest benefit to the Tahltan Nation are given preferred access to potential opportunities, including by encouraging proponents to implement bid assessment criteria that prioritize certain categories of Tahltan Businesses.
a) “Tier 1 Tahltan Business” means a business entity that is one of the following:
i. a Designated Sole Proprietorship (as defined herein);
ii. a Nation Business designated by the Business Director as a Tier 1 Business, having reference to the level of Tahltan ownership or other interest in the business entity; or
iii. a corporation, partnership, or limited partnership for which 100% of each class of ownership rights (including voting rights and each class of shares, units, or other rights to distributions, as applicable) are owned by one or more Tahltan persons or existing Tier 1 Businesses and the beneficial interest of each Tahltan person or entity, as applicable, is proportionate to their legal interest, as confirmed by the third party assessment process set out herein.
b) “Tier 2 Tahltan Business” means a business entity that is one of the following:
i. a Nation Business designated by the Business Director as a Tier 2 Business, having reference to the level of Tahltan ownership or other interest in the business entity; or
ii. a corporation, partnership, or limited partnership for which at least 51% of each class of ownership rights (including voting rights and each class of shares, units, or other rights to distributions, as applicable) are directly or beneficially owned by one or more Tahltan persons or existing Tier 1 Businesses and the beneficial interest of each Tahltan person or entity, as applicable, is proportional to their legal interest, as confirmed by the third party assessment process set out herein.
c) “Tier 3 Tahltan Business” means any Tahltan Business that does not meet the criteria of a Tier 1 Tahltan Businesses or a Tier 2 Tahltan Business.
5. Application and Approval
To apply to be included on the Tahltan Business Registry, applicants must apply using the forms provided by the Business Director, including providing any supplemental documentation requested by the Business Director, which may include:
a) Shareholder register;
b) Articles or Bylaws;
c) Unanimous shareholders agreement, if applicable;
d) Partnership, limited partnership agreement, or joint venture agreement, as applicable;
e) Most recent T2 Income Tax Return; and
f) Accountant-prepared financial statement for the most recent financial year.
Newly established or incorporated entities that have yet to complete their first full financial year at the time of application will not be required to provide an accountant prepared financial statement in their initial application package. However, any such entity may not be eligible for consideration as a Tier 1 Business until such time that an accountant prepared financial statement has been provided following its first fiscal year.
6. Designated Sole Proprietorship
A business wholly owned and operated by a Tahltan person as a sole proprietorship may be exempted from the third party assessment or review process set out below provided that the Business Director, acting reasonably and in the best interests of the Tahltan Nation, approves the business as a “Designated Sole Proprietorship”. For clarity, Designated Sole Proprietorships will be automatically included on the Tahltan Business Registry as a Tier 1 Tahltan Business.
7. Third Party Assessment
The Business Director will refer all applications that require a third party assessment directly to a third-party (the “Third-party Reviewer”) to conduct a review of the application to determine whether it meets the criteria set out herein. The Third party Reviewer will be an accounting firm or individual with expertise in accounting and business structuring
Upon receiving an application, the Third party Reviewer may request additional information or supporting documentation from the applicant. The application will not be reviewed until all information requested by the Third party Reviewer has been received. Upon receiving all requested information and supporting documentation, the Third party Reviewer will complete the assessment within 10 business days.
Upon the conclusion of the review process, the Third party Reviewer will provide the Business Director with a summary of their findings regarding the applicable business, including their assessment of Tahltan ownership and interest in the business. The Business Director will inform the applicant of the determination and may provide any information regarding the review that the Business Director deems relevant
8. Obligations of Tahltan Business
All Tahltan Businesses on the Tahltan Business Registry must comply with the Registry Terms and Conditions, as set by the Business Director and approved by the TCG Board of Directors
from time to time.
9. Benefits of Being a Tahltan Business
Tahltan Businesses accepted in the Tahltan Business Registry and in material compliance with this Policy, may from time to time be provided with:
a) opportunities for preferential subcontracts from TNDC, its subsidiaries, and affiliates;
b) opportunities to participate in contract award processes that provide preferential treatment to Tahltan Businesses;
c) advocacy and coordination from the TCG and the Business Director in relation to contracting opportunities; and
d) other benefits that may be determined by the Business Director from time to time.
In addition, the TCG may enter into agreements or protocols with companies operating within Tahltan Territory that provide preferential treatment to different categories and tiers of Tahltan Businesses, including implementing a point system that companies may use when assessing contract bids.
Notwithstanding the foregoing, being included in the TCG Business Registry does not guarantee any entitlements or benefits and the TCG will have broad discretion in determining how potential businesses opportunities are communicated and accessed.
10. Annual Business Registry Reporting
Tahltan Businesses will be required to provide an annual report to the Business Director (“Annual Report”), in the form and with the content determined by the Business Director from time to time. The purpose of the annual review process is to track the contributions of Tahltan Businesses to the Tahltan Nation and to identify any material changes to ownership or operations that may impact whether that business remains eligible to be listed on the Tahltan Business Registry, and in which tier. The deadline for submitting an Annual Report, including submitting all required information and documentation, will be November 1 of each calendar year.
Where the Annual Reporting requirements have not been met, the Business Director will notify that applicable Tahltan Business and, if the deficiency is not resolved within 30 days following such notice, the Business Director may remove that Tahltan Business from the Tahltan Business Registry for the subsequent calendar year.
11. Audit of Business Registry Reporting
The Business Director may request a third party review of the information provided in each Annual Report to confirm that each Tahltan Business continues to meet the eligibility criteria provided herein, which will be carried out by the Third party Reviewer
If the Third-party Reviewer determines that a Tahltan Business should be removed from the Tahltan Business Registry or reassigned to a lower tier, the Third party Reviewer will inform the
Business Director and provide a summary of the reasons for such determination. Upon receiving such a determination from the Third party Reviewer, the Business Director will promptly notify the Tahltan Business and provide a summary of reasons for the determination The business may appeal the determination, provided that the request for appeal is provided to the Business Director within 10 business days of the Tahltan Business being notified of the determination. The Tahltan Business will not be removed from the Tahltan Business Registry until the expiry of the appeal period or, if an appeal is requested, the conclusion of the appeal process
12. Business Practice Standards, Contraventions, and Responses
All Tahltan Businesses must operate in accordance with the accreditation standards established by the Better Business Bureau and any other standards set by the Business Director, as approved by the TCG Board of Directors from time to time.
If the Business Director becomes or is made aware of any contravention of a ny applicable standards, the Business Director may request a meeting with the applicable Tahltan Business to review the alleged contravention(s). Following such meeting, the Business Director may take any of the following actions that they consider appropriate, acting reasonably:
a) issuing a warning letter to the business requiring them to take any actions necessary to comply with the applicable standards;
b) removing the business from the Tahltan Business Registry for a specified period of time or until the business fulfils certain conditions; or
c) permanently removing the business from the Tahltan Business Registry.
Any decision of the Business Director under this section may be appealed to the TCG Board of Directors if requested by the applicable business.
13. Appeal Process
A determination of the Third party Reviewer or Business Director under this Policy may be appealed by submitting a request for an appeal in writing to the Business Director. Upon receiving such a request, the Business Director will prepare an appeal package that includes:
(a) a report provided by the Third party Reviewer that outlines the reasons for their determination, if applicable;
(b) a written submission from the individual that submitted the appeal that summarizes the reasons for their appeal; and
(c) a recommendation from the Business Director on the appeal and any other relevant information.
The appeal package will be submitted to the TCG Board of Directors, or a committee of the TCG Board of Directors created for such purpose, for consideration at their next regularly scheduled meeting. At such meeting, the individual that submitted the appeal will be offered the opportunity to present, as will the Business Director and the Third-party Reviewer, if applicable
The TCG Board of Directors (or a committee of the TCG Board of Directors created for such purpose, if applicable) will have broad discretion to determine the appropriate outcome of the appeal and to direct the Business Director to add or remove the applicable business from the Tahltan Business Registry.
14. Policy Amendment
This Policy will take effect on the date that it has been adopted by resolution of the TCG Board of Directors. The Business Director will conduct internal reviews and evaluations of this Policy on an as needed basis and make recommendations to TCG Board of Directors for any changes that will support the purposes of this Policy
The TCG Board of Directors may review and amend this Policy from time to time at its discretion Substantive amendments or termination of this Policy will take effect on the date that they are adopted by resolution of the TCG Board of Directors