CORPORATIONS
Section 1. Short Title
This Title shall be known and may be cited as the "Absentee Shawnee Corporation Act of 1986"
Section 2. Definitions
As used in this Title, unless the context otherwise requires, the term:
(a) "Corporation" or "Domestic Corporation" means a corporation for profit subject to the provisions of this Act, except a foreign corporation.
(b) "Foreign Corporation" means a corporation for profit organized under laws other than the laws of this Tribe for a purpose or purposes for which a corporation may be organized under this Act.
(c) "Articles of Incorporation" means the original or restated articles of incorporation or articles of consolidation and all amendments thereto including articles of merger.
(d) "Shares" means the units into which the proprietary interests in a corporation are divided.
(e) "Subscriber" means one who subscribes for shares in a corporation, whether before or after incorporation.
(f) "Shareholder" means one who is a holder of record of shares in a corporation. If the articles of incorporation or the by-laws so provide, the board of directors may adopt by resolution a procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons. The resolution shall set forth:
(1) The classification of shareholder who may certify
(2) The purpose or purposes for which the certification may be made.
(3) The form of certification and information to be contained therein.
(4) If the certification is with respect to a record date or closing of the stock transfer books, the time afterthe record within which the certification must be received by the corporation, and,
(5) Such other provisions with respect to the procedure as are deemed necessary or desirable. Upon receipt by the corporation of a certification complying with the procedure,the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the holders of record of the number of shares specified in place of the shareholder making the certification.
(g) "Authorized Shares" means the shares of all classes which the corporation is authorized to issue.
(h) "Treasury Shares" means shares of a corporation which have been issued, have been subsequently acquired by and belong to the corporation, and have not, either by reason of the acquisition or thereafter, been cancelled or restored to the status of authorized but unissued shares. Treasury shares shall be deemed to be "issued" shares, but not "outstanding" shares.
(i) "Net Assets" means the amount by which the total assets of a corporation exceed the total debts of a corporation.
(j) "Stated Capital" means, at any particular time, the sum of:
(1) The par value of all shares of the corporation having a par value that have been issued.
(2) The amount of the consideration received by the corporation for all shares of the corporation without par value that have been issued, except such part of the consideration therefor as may have been allocated to capital surplus in a manner permitted by law, and,
(3) Such amounts not included in clauses (1) and (2) of this paragraph as have been transferred to stated capital of the corporation, whether upon the issue of shares as a share dividend or otherwise, minus all reductions from such sum as have been effected in a manner permitted by law. Irrespective of the manner of designation thereof by the laws under which a foreign corporation is organized, the stated capital of a foreign corporation shall be determined on the same basis and in the same manner as the stated capital of a domestic corporation, for the purpose of computing fees, franchise taxes and other charges imposed by this Act.
(k) "Surplus" means the excess of the net assets of a corporation over its stated capital.
(l) "Earned Surplus" means the portion of the surplus of a corporation equal to the balance of its net profits, income, gains and losses from the date of incorporation, or from the latest date when a deficit was eliminated by an application of its capital surplus or stated capital or otherwise, after deducting subsequent distributions to shareholders and transfers to stated capital and capital surplus to the extent such distributions and transfers are made out of earned surplus. Earned surplus shall include also any portion of surplus allocated to earned surplus in mergers, consolidations or acquisitions of all or substantially all of the outstanding shares or of the property and assets of another corporation, domestic or foreign.
(m) "Capital Surplus" means the entire surplus of a corporation other than its earned surplus.
(n) "Insolvent" means inability of a corporation to pay its debts as they become due in the usual course of its business.
(o) "Employee" includes officers but not directors. A director may accept duties which make him also an employee.
(p) "Secretary" means the Secretary of the Absentee Shawnee Tribe of Oklahoma.
(q) "Court" or "Tribal Court" means the Courts of the Absentee Shawnee Tribe of Oklahoma.
(r) "Jurisdiction" means Indian country, as defined in 18 U.S.C. 1151, of the Absentee Shawnee Tribe, lying within the following described area, to wit: Beginning at a point on the right bank of the north fork of the Canadian River, in section twenty-one, of township eleven north, range five east, where the western boundary line of the Seminole Reservation strikes said river; thence south with said boundary line to the left bank of the Canadian River; thence up said river along the left bank therof, to a point on said left bank, in the northeast quarter of section thirty-six, township six north, range one west, thirty-nine chains and eighty-two links (by the meanders of the river west), from the point where the Indian meridian intersects said river, or thirty-eight chains and fifty-two links due west from said Indian meridian; thence north as run by O.T. Morrill, under his contract of September third, eighteen hundred and seventy-two, to a point on the right bank of the north fork of the Canadian River; thence down said rjver, along the right bank thereof, to the place of beginning, comprising the following, viz:
Fractional township five north, ranges one, two, three, four, and five east, north of the Canadian River. Fractional township six north, ranges one, three, four, and five east, north of the Canadian River. Township six north, range two east.
Townships seven, eight, and nine, ranges one, two, three, and four east. Fractional townships seven, eight, and nine north, range five east.
Townships ten and eleven north, range one east. Fractional township ten north, ranges two, three, and four east, south of the north fork of the Canadian River. Fractional township ten north, range five east. Fractional township eleven north, ranges two, three, four, and five east, south of the north fork of the Canadian River. Fractional township twelve north, ranges one and two east, south of North Fork of the Canadian River.
Also that portion of sections one, twelve, thirteen, twenty-four, and twenty-five, and section thirty-six, north of the Canadian River in township six north, range one west, lying east of the western boundary line of the said Pottawatomi Reservation as shown by the Morrill survey, and that portions of sections one, twelve, thirteen, twenty-four, twenty-five, and thirty-six, in townships seven, eight, nine, ten, and eleven north, range one west, lying east of the western boundary line aforesaid, and that portion of sections one and twelve south of the north fork of the Canadian River, and sections thirteen, twenty-four, twenty-five, and thirty-six, in township twelve north, range one west, lying east of the. western boundary line aforesaid, containing an area of five hundred and seventy-five thousand eight hundred and seventy and forty- two one hundredths, acres of land.
(s) "Attorney General" shall mean the Attorney General of the Absentee Shawnee Tribe.
(t) "Reservation" shall mean all lands within the exterior boundaries of the Absentee Shawnee Indian Reservation described as follows, to-wit: Beginning at a point on the right bank of the north fork of the Canadian River, in section twenty-one, of township eleven north, range five east, where the western boundary line of the Seminole Reservation strikes said river; thence south with said boundary line to the left bank of the Canadian River; thence up said river along the left bank therof, to a point on said left bank, in the northeast quarter of section thirty-six, township six north, range one west, thirty-nine chains and eighty-two links (by the meanders of the river west), from the point where the Indian meridian intersects said river, or thirty-eight chains and fifty-two links due west from said Indian meridian; thence north as run by O.T. Morrill, under his contract of September third, eighteen hundred and seventy-two, to a point on the right bank of the north fork of the Canadian River; thence down said river, along the right bank thereof, to the place of beginning, comprising the following, viz:
Fractional township five north, ranges one, two, three, four, and five east, north of the Canadian River. Fractional township six north, ranges one, three, four, and five east, north of the Canadian River. Township six north, range two east.
Townships seven, eight, and nine, ranges one, two, three, and four east. Fractional townships seven, eight, and nine north, range five east.
Townships ten and eleven north, range one east. Fractional township ten north, ranges two, three, and four east, south of the north fork of the Canadian River. Fractional township ten north, range five east. Fractional township eleven north, ranges two, three, four, and five east, south of the north fork of the Canadian River. Fractional township twelve north, ranges one and two east, south of North Fork of the Canadian River.
Also that portion of sections one, twelve, thirteen, twenty-four, and twenty-five, and section thirty-six, north of the Canadian River in township six north, range one west, lying east of the western boundary line of the said Pottawatomi Reservation as shown by the Morrill survey, and that portions of sections one, twelve, thirteen, twenty-four, twenty-five, and thirty-six, in townships seven, eight, nine, ten, and eleven north, range one west, lying east of the western boundary line aforesaid, and that portion of sections one and twelve south of the north fork of the Canadian River, and sections thirteen, twenty-four, twenty-five, and thirty-six, in township twelve north, range one west, lying east of the western boundary line aforesaid, containing an area of five hundred and seventy-five thousand eight hundred and seventy and forty- two one hundredths, acres of land.
CHAPTER ONE
ILSUBSTANTIVE PROVISIONS
Section III.101. Purposes
A Corporation may be organized under this Title for any lawful purpose or purposes.
Section IV.102. General Powers
Each corporation shall have power:
(a) To have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation.
(b) To sue and be sued, complain and defend, in its corporate name.
(c) To have a corporate seal which may be altered at pleasure, and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.
(d) To purchase, take, receive, lease, or otherwise acquire, own, hold, improve, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated, provided, that title to any real property acquired by such corporation within the exterior boundaries of the Absentee Shawnee Indian Reservation shall be taken in the name of the United States of America in trust for the Absentee Shawnee Tribe of Oklahoma. Such acquisition shall be made with the prior notice to the Executive Committee. At the time of such acquisition, the Absentee Shawnee Tribe of Oklahoma shall lease such real property to the Corporation for business purposes for a period of twenty-five (25) years with an option to renew such lease for an additional period of twenty-five (25) years for such other maximum period as may be authorized by federal law. The consideration received for such lease shall be the transfer of title to the Tribe. The consideration for exercising the option f or the additional twenty-five (25) year term shall be One Dollar ($1.00). In the alternative, or in addition to such leasehold, the corporation may receive at its request an assignment from the tribe of the right to the use of such land which assignment may be perpetual and shall carry the power to sell, mortgage, convey, pledge, lease, exchange, transfer, or otherwise dispose of such assignment pursuant to tribal laws. The rights created by such assignment shall be enforceable in the Tribal Court against the tribe notwithstanding the defense of sovereign immunity, and the assignment shall be considered a contract and property right which may not be abridged by the tribe without just compensation.
(e) To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets.
(f) To lend money and use its credit to assist its employees.
(g) To purchase, take, receive, subscribe for, or otherwise acquire, own, bold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with shares or other interests in, or obligations of other domestic or foreign corporations, associations, partnerships or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof.
(h) To make contracts and guarantees and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgages or pledge of all or any of its property, franchises or investments.
(i) To conduct its business, carry on its Operations and have offices and exercise the powers granted by this Act, within or without this jurisdiction.
(j) To lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested.
(k) To elect or appoint officers and agents of the corporation, and define their duties and fix their compensation.
(l) To make and alter by-laws, not inconsistent with its articles of incorporation or with the laws of the Absentee Shawnee Tribe for the administration and regulation of the affairs of the corporation.
(m) To make donations for the public welfare or for charitable, scientific or education purposes.
(n) To transact any lawful business which the board of directors shall find will be in aid of governmental policy.
(o) To pay pensions and establish pension plans, pension trusts, profit sharing plans, stock bonus plans, stock option plans and other incentive plans for any or all of its directors, officers and employees.
(p) To be a promoter, partner, members, associate, or manager of any partnership, joint venture, trust or other enterprise.
(q) To have and exercise all powers necessary or convenient to effect its purpose.
Section V.103. Indemnification of Officers, Directors, Emnloyees and Agents
(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nob contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) or (b), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) or (b) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) or (b). Such determination shall be made:
(1) By the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or
(2) If such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs by independent legal counsel in a written opinion, or
(3) By the shareholders.
(e) Expenses Cincluding attorneys' fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in subsection (d) upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this section.
(f) The indemnification provided by this section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.
Section VI.104. Right of Corporation to Acquire and Dispose of Its Own Shares
A corporation shall have the right to purchase, take, receive, or otherwise acquire, hold, own, pledge, transfer or otherwise dispose of its own shares, but purchases of its own shares, whether direct or indirect, shall be made only to the extent of unreserved and unrestricted earned surplus available therefor, and, if the articles of incorporation so permit or with the affirmative vote of the holders of a majority of all shares entitled to vote thereon, to the extent of unreserved and unrestricted capital surplus available therefor.
To the extent that earned surplus or capital surplus is used as the measure of the corporation's right to purchase its own shares, such surplus shall be restricted so long as such shares are held as treasury shares, and upon the disposition or cancellation of any such shares the restriction shall be removed to that extent.
Notwithstanding the foregoing limitation, a corporation may purchase or otherwise acquire its own shares for the purpose of:
(a) Eliminating fractional shares.
(b) Collecting or compromising indebtedness to the corporation.
(c) Paying dissenting shareholders entitled to payment for their shares under the provisions of this Title.
(d) Effecting, subject to the other provisions of this Title, the retirement of its redeemable shares by redemption or by purchase at not to exceed the redemption price. No purchase of or payment for its own shares shall be made at a time when the corporation is insolvent or when such purchase or payment would make it insolvent.
Section VII.105. Defense of Ultra Vires
No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power may be asserted:
(a) In a proceeding by a shareholder against the corporation to enjoin the doing of any act or the transfer of real or personal property by or to the corporation. If the unauthorized act or transfer sought to be enjoined is being, or is to be, performed or made pursuant to a contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of such contract, and in so doing may allow to the corporation or to the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of such contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained.
(b) In a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through shareholders in a representative suit, against the incumbent or former officers or directors of the corporation.
(c) In a proceeding by the Attorney General as provided in this Title, to dissolve, the corporation, or in a proceeding by the Attorney General to enjoin the corporation from the transaction of unauthorized business.
Section VIII.106. Corporate Names
(a) Shall contain the word "corporation," "company," "incorporated," or "limited," or shall contain an abbreviation of one of such wbrds.
(b) Shall not contain any word of phrases which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation.
(c) Shall not be the same as, or deceptively similar to, the name of any domestic corporation existing under the laws of this Tribe or any foreign corporation authorized to transact business in this jurisdiction, or a name the exclusive right to which is, at the time, reserved in the manner provided in this Title, or the name of a corporation which has in effect a registration of its corporate name as provided in this Title, except that this provision shall not apply if the applicant files with the Secretary either of the following:
(1) The written consent of such other corporation or holder of a reserved or registered name to use the same or deceptively similar name and one or more words are added to make such name distinguishable from such other name, or
(2) A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of such name in this jurisdiction.
(d) Shall not be the same as, or deceptively similar to, the name of any corporation organized, domesticated, or reserved under the laws of the State of Oklahoma subject to the exceptions (1) and (2) of subparagraph (c) of this Section.
A corporation with which another corporation domestic or foreign, is merged, or which is formed by the reorganization or consolidation of one or more domestic or foreign corporations or upon a sale, lease or other disposition to or exchange with, a domestic corporation of all or substantially all the assets of another corporation domestic or foreign, including its name, may have the same name as that used in this jurisdiction by any of such corporations if such other corporation was organized under the laws of, or is authorized to transact business in, this jurisdiction.
Section IX.107. Reserved Name
The exclusive right to the use of a corporate name may be reserved by:
(a) Any person intending to organize a corporation under this Title.
(b) Any domestic corporation intending to change its name.
(c) Any foreign corporation intending to make application for a certificate of authority to transact business in this jurisdiction.
(d) Any foreign corporation authorized to transact business in this jurisdiction and intending to change its name.
(e) Any person intending to organize a foreign corporation and intending to have such corporation make application for a certificate of authority to transact business in this jurisdiction.
The reservation shall be made by filing with the Secretary an application to reserve a specified corporate name, executed by the applicant. If the Secretary finds that the name is available for corporate use, he shall reserve the name for the exclusive use of the applicant for a period of one hundred and twenty days. The right to the exclusive use of a specified corporate name so reserved may be transferred to any person or corporation by filing in the office of the Secretary a notice of such transfer, executed by. the applicant for whom the name was reserved, and specifying the name and address of the transferee.
Section X.108. Registered Name
Any corporation organized and existing under the laws of any state, Tribe, or territory of the United States may register its corporate name under this Act, provided its corporate name is not the same as, or deceptively similar to, the name of any domestic corporation existing under the laws of the Absentee Shawnee Tribe, or the name of any foreign corporation authorized to transact business in this jurisdiction, or any corporate name reserved or registered under this Act.
Such registration shall be made by:
(a) Filing with the Secretary:
(1) An application for registration executed by the corporation by - an officer thereof, setting forth the name of the corporation; the state, Tribe, or territory under the laws of which it is incorporated, the date of its incorporation, a statement that it is carrying on or doing business, and a brief statement of the business in which it is engages, and,
(2) A certificate setting forth that such corporation is in good standing under the laws of the state, Tribe, or territory wherein it is organized, executed by the Secretary of State of such state, Tribe, or territory or by such other official as may have custody of the records pertaining to corporations, and,
(b) Paying to the Secretary a registration fee in the amount of Five Dollars ($5.00), for each month, or fraction thereof, between the date of filing such application and December 31st of the calendar year in which such application is filed. Such registration shall be effective until the close of the calendar year in which the application for registration is filed.
Section XI.109. Renewal of Registered Name
A corporation which has in effect a registration of its corporate name, may renew such registration from year to year by annually filing an application for renewal setting forth the facts required to be set forth in an original application for registration and a certificate of good standing as required for the original registration and by paying a fee of Twenty Five Dollars ($25.00). A renewal application may be filed between the first day of October and the thirty-first day of December in each year, and shall extend the registration for the following calender year.
Section XI.110. Registered Office and Registered Agent
Each corporation shall have and continuously maintain within the Absentee Shawnee Reservation:
(a) A registered office which may be, but need not be, the same as its place of business.
(b) A registered agent, which agent may be either an individual resident of this reservation whose business office is identical with such registered office, or a domestic corporation or a foreign corporation authorized to transact business in this jurisdiction having a business office identical with such registered office.
Section XIII.111. Change of Registered Office or Registered Agent
A corporation may change its registered office or change its registered agent, or both, upon filing in the office of the Secretary a statement setting forth:
(a) The name of the corporation.
(b) The address of its then registered office.
(c) If the address of its registered office is to be changed, the address to which the registered office is to be changed.
(d) The name of its then registered agent.
(e) If its registered agent is to be changed, the name and address of its successor registered agent.
(f) That the address of its registered office and the address of the business office of its registered agent, as changed, will be identical.
(g) That such change was authorized by resolution duly adopted by its board of directors. Such statement shall be executed by the corporation by its president, or vice president, and verified by him, and delivered to the Secretary. If the Secretary finds that such statement conforms to the provisions of this Act, he shall file such statement in his office, and upon such filing the change of address of the registered office, or the appointment of a new registered agent, or both, as the case may be, shall become effective. Any registered agent of a corporation may resign as such agent upon filing a written notice theteof, executed in duplicate, with the Secretary, who shall forthwith mail a copy thereof to the corporation at its registered office. The appointment of such agent shall terminate upon the expiration of thirty days after receipt of such notice by the Secretary. If a registered agent changes his or its business address to another place within the reservation, he or it may change such address and the address of the registered office of any corporation of which he or it is registered agent by filing a statement as required above except that it need be signed only by the registered agent and need not be responsive to (e) or (g) and must recite that a copy of the statement has been mailed to the corporation.
Section XIV.112. Service of Process
The registered agent so appointed by a corporation shall be an agent of such corporation upon whom any process, notice or demand required or permitted by law to be served upon the corporation may be served. Whenever a corporation shall fail to appoint or maintain a registered agent within the reservation, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the Secretary shall be an agent of such corporation upon whom any such process, notice, or demand may be served. Service on the Secretary of any such process, notice or demand shall be made by delivering to and leaving with him, or with any clerk or other tribal employee having charge of the corporation department of his office, duplicate copies of such process, notice or demand. In the event any such process, notice or demand is served on the Secretary, he shall immediately cause one of the copies thereof to be mailed, addressed to the corporation at its registered office. Any service so had on the Secretary shall be returnable in not less than thirty days. The Secretary shall keep a record of all processes, notices and demands served upon him under this section, and shall record therein the time of such service and his action with reference thereto. Nothing herein contained shall limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law.
Section XV.113. Authorized Shares
Each corporation shall have power to create and issue the number of shares stated in its articles of incorporation. Such shares may be divided into one or more classes, any or all of which classes may consist of shares with par value or shares without par value, with such designations, preferences, limitations, and relative rights as shall be stated in the articles of incorporation. The articles of incorporation may limit or deny the voting rights of or provide special voting rights for the shares of any class to the extent not inconsistent with the provisions of this Title.' Without limiting the authority herein contained, a corporation, when so provided in its articles of incorporation, may issue shares of preferred or special classes:
(a) Subject to the right of the corporation to redeem any of such shares at the price fixed by the articles or incorporation for the redemption thereof.
(b) Entitling the holders thereof to cumulative, noncumulative or partially cumulative dividends.
(c) Having preference over any other class or classes of shares as to the payment of dividends.
(d) Having preference in the assets of the corporation over any other class or classes of shares upon the voluntary or involuntary liquidation of the corporation.
(e) Convertible into shares of any other class or into shares of any series of the same or any other class, except a class having prior or superior rights and preferences as to dividends or distribution of assets upon liquidation, but shares without par value shall not be converted into shares with par value unless that part of the stated capital of the corporation represented by such shares without par value is, at the time of conversion, at least equal to the aggregate par value of the shares into which the shares without par value are to be converted or the amount of such deficiency is transferred from surplus to stated capital.
Section XVI.114. Issuance of Shares of Preferred or Special Classes in Series
(a) If the articles of incorporation so provide, the shares of any preferred or special class may be divided into and issued in series. If the shares of any such class are to be issued in series, then each series shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. Any or all of the series of any such class and the variations in the relative rights and preferences as between different series may be fixed and determined by the articles of incorporation, but all shares of the same class shall be identical except as the following relative rights and preferences, as to which there may be variations between different series:
(l) The rate of dividend.
(2) Whether shares may be redeemed and, if so, the redemption price and the terms and conditions of redemption.
(3) The amount payable upon shares in the event of voluntary and involuntary liquidation.
(4) Sinking fund provisions, if any, for the redemption or purchase of shares.
(5) The terms and conditions, if any, on which shares may be converted.
(6) Voting rights if any.
(b) If the articles of incorporation shall expressly vest authority in the board of directors, then, to the extent that the articles of incorporation shall not have established series and fixed and determined the variations in the relative rights and preferences as between series, the board of directors shall have authority to divide any or all of such classes into series and, within the limitations set forth in this section and in the articles of incorporation, fix and determine the relative rights and preferences of the shares of any series so established.
(c) In order for the board of directors to establish a series, where authority so to do is contained in the articles of incorporation, the board of directors shall adopt a resolution setting forth the designation of the series and fixing and determining the relative rights and preferences thereof, or so much thereof as shall not be fixed and determined by the articles of incorporation. Prior to the issue of any shares of a series established by resolution adopted by the board of directors, the corporation shall file in the office of the Secretary a statement setting forth:
(1) The name of the corporation.
(2) A copy of the resolution establishing and designating the series, and fixing and determining the relative rights and preferences thereof.
(3) The date of adoption of such resolution.
(4) That such resolution was duly adopted by the board of directors.
(d) Such statement shall be executed in duplicate by the corporation by its president or a vice president and by its secretary or an assistant secretary, and verified by one of the officers signing such statement, and shall be delivered to the Secretary. If the Secretary finds that such statement - conforms to law, he shall, when all franchise taxes and fees have been paid as in this Title prescribed:
(1) Endorse on each of such duplicate originals the word "Filed," and the month, day, and year of the filing thereof.
(2) File one of such duplicate originals in his office.
(3) Return the other duplicate original to this corporation or its representative.
(e) Upon the filing of such statement by the Secretary, the resolution establishing and designating the series and fixing and determining the relative rights and preferences thereof shall become effective and shall constitute an amendment of the articles of incorporation.
Section XVII.115. Subscription for Shares
A subscription for shares of a corporation to be organized shall be irrevocable for a period of six months, unless otherwise provided by the terms of the subscription agreement or unless all of the subscribers consent to the revocation of such subscription. Unless otherwise provided in the subscription agreement, subscriptions for shares, whether made before or after the organization of a corporation, shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series, as the case may be. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation. The by-laws may prescribe other penalties for failure to pay installments or calls that may become due, but no penalty working a forfeiture of a subscription or of the amounts paid thereon, shall be declared as against any subscriber unless the amount due thereon shall remain unpaid for a period of twenty days after written demand has been made therefor. If mailed, such written demand shall be deemed to be made when deposited in the United States mail in a sealed envelope addressed to the subscriber at his last post office address known to the corporation, with postage thereon prepaid. In the event of the sale of any shares by reason of any forfeiture, the excess of proceeds realized over the amount due and unpaid on such shares shall be paid to the delinquent subscriber or to his legal representative.
Section XVIII.116. Consideration for Shares
Shares having a par value may be issued for such consideration expressed in dollars, not less than the par value thereof, as shall be fixed from time to time by the board of directors. Shares without par value may be issued for such consideration expressed in dollars as may be fixed from time to time by the board of directors unless the articles of incorporation reserve to the shareholders the right to fix the consideration. In the event that such right be reserved as to any shares, the shareholders shall, prior to the issuance of such shares, fix the consideration to be received for such shares, by a vote of the holders of a majority of all shares entitled to vote thereon. Treasury shares may be disposed of by the corporation for such consideration expressed in dollars as may be fixed from time to time by the board of directors. That part of the surplus of a corporation which is transferred to stated capital upon the issuance of shares as a share dividend shall be deemed to be the consideration for the issuance of such shares. In the event of the issuance of shares upon the conversion or exchange of indebtedness or shares,
(a) The principal sum of, and accrued interest on, the indebtedness so exchanged or converted, or the stated capital then represented by the shares so exchanged or converted, and
(b) That part of surplus, if any, transferred to stated capital upon the issuance of shares for the shares so exchanged or converted, and
(c) Any additional consideration paid to the corporation upon the issuance of shares for the indebtedness or shares so exchanged or converted.
Section XIX.117. Payment for Shares.
The consideration for the issuance of shares may be paid, in whole or in part, in cash, in other property, tangible or intangible, or in labor or services actually performed for the corporation. When payment of the consideration for which shares are to be issued shall have been received by the corporation, such shares shall be deemed to be fully paid and non-assessable. Neither promissory notes nor future services shall constitute payment or part payment for the issuance of shares of a corporation. In the absence qf fraud in the transaction, the judgment of the board of directors or the shareholders, as the case may be, as to the value of the consideration received for shares shall be conclusive.
Section XX.118. Stock Rights and Options
Subject to any provisions in respect thereof set forth in its articles of incorporation, a corporation may create and issue, whether or not in connection with the issuance and sale of any of its shares or other securities, rights or options entitling the holders thereof to purchase from the corporation shares of any class or classes. Such rights or options shall be evidenced in such manner as the board of directors shall approve and, subject to the provisions of the articles of incorporation, shall set forth the terms upon which, the time or times within which and the price or prices at which such shares may be purchased from the corporation upon the exercise of any such right or option. If such rights or options are to be issued to directors, officers or employees as such of the corporation or of any subsidiary thereof, and not to the shareholders generally, their issuance shall be approved by the affirmative vote of the holders of a majority of the shares entitled to vote thereon or shall be authorized by and consistent with a plan approved or ratified by such a vote of shareholders. In the absence of fraud in the transaction, the judgment of the board of directors as to the adequacy of the consideration received for such rights or options shall be conclusive. The price or prices to be received for any shares having a par value, other than treasury shares to be issued upon the exercise of such rights or options, shall not be less than the par value thereof.
Section XXL119. Determination of Amount of Stated Capital
In case of the issuance by a corporation of shares having a par value, the consideration received therefor shall constitute stated capital to the extent of the par value of such shares, and the excess, if sny, of such consideration shall constitute capital surplus. In case of the issuance by a corporation of shares without par value, the entire consideration received therefor shall constitute stated capital unless the corporation shall determine as provided in this section that only a part thereof shall be stated capital. Within a period of sixty days after the issuance of any shares without par value, the board of directors may allocate to capital surplus any portion of the consideration received for the issuance of such shares. No such allocation shall be made of any portion of the allocation received for shares without par value having a preference in the assets of the corporation in the event of involuntary liquidation except the amount, if any, of such consideration in excess of such preference. If shares have been or shall be issued by a corporation in merger or consolidation or in acquisition of all or substantially all of the outstanding shares or of the property and assets of another corporation, whether domestic or foreign, any amount that would otherwise constitute capital surplus under the foregoing provisions of this section may instead be allocated to earned surplus by the board of directors of the issuing corporation except that its aggregate earned surplus shall not exceed the sum of the earned surpluses as defined in this Title of the issuing corporation and of all other corporations, domestic or foreign, that were merged or consolidated or of which the shares or assets were acquired. The stated capital of a corporation may be increased from time to time by resolution of the board of directors directing that all or a part of the surplus of the corporation be transferred to stated capital. The board of directors may direct that the amount of the surplus so transferred shall be / deemed to be stated capital in respect of any designated class of shares.
Section XXI.120. Expenses of Organization, Reorganization, and Financing
The reasonable charges and expenses of organization or reorganization of a corporation, and the reasonable expenses of and compensation for the sale or underwriting of its shares, may be paid or allowed by such corporation out of the consideration received by it in payment for its shares without thereby rendering such shares not fully paid or assessable.
Section XXII.121. Certificates Representing Shares
The shares of a corporation shall be represented by certificates signed by the president or a vice president and the secretary or an assistant secretary of the corporation, or a facsimile thereof. The signatures of the president or vice president and the secretary or assistant secretary upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has sired or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue. Every certificate representing shares issued by a corporation which is authorized to issue sharos of more than one class shall set forth upon the face or back of the certificate, or shall state that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations and relative rights of the shares of each class authorized to be issued, and if the corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series. Each certificate representing shares shall state upon the face thereof:
(a) That the corporation is organized under the laws of the Absentee Shawnee Tribe of Oklahoma.
(b) The name of the person to whom issued.
(c) The number and class of shares, and the designation of the series, if any, which such certificate represents.
(d) The par value of each share represented by such certificate, or a statement that the shares are without par value. No certificate shall be issued for any share until such share is fully paid.
Section XXIV.122. Fractional Shares
A corporation may:
(a) Issue fractions of a share,
(b) Arrange for the disposition of fractional interests by those entitled thereto,
(c) Pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or
(d) Issue scrip in registered or bearer form which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip aggregating a full share. A certificate for a fractional share shall, but scrip shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation. The board of directors may cause scrip to be issued subject to the condition that it shall become void if not exchanged for certificates representing full shares before a specified date, or subject to the condition that the shares for which scrip is exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of the scrip, or subject to any other conditions which the board of directors may deem advisable.
Section XXV.123. Liability of Subscribers and Shareholders
A holder of or subscriber to shares of a corporation shall be under no obligation to the corporation or its creditors with respect to such shares other than the obligation to pay to the corporation the full consideration for which such shares were issued, or were to be issued. Any person becoming an assignee or transferee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration therefor has not been paid shall not be personally liable to the corporation or its creditors for any unpaid portion of such consideration. An executor, administrator, conservator, guardian, trustee, assignee for the benefit of creditors, or receiver shall not be personally liable to the corporation as a holder of or subscriber to shares of a corporation but the estate and funds in his hands shall be so liable. No pledgee or other holder of shares as collateral security shall be personally liable as a shareholder.
Section XXVI.124. Shareholders' Preemotive Rights
The shareholders of a corporation shall have no preemptive right to acquire unissued or treasury shares of the corporation, or securities of the corporation convertible into or carrying a right to subscribe to or acquire shares, except to the extent, if any, that such right is provided in the articles of incorporation.
Section XXVII.125. By-Laws
The initial by-laws of a corporation shall be adopted by its board of directors. The power to alter, amend or repeal the by-laws or adopt new by laws, subject to repeal or change by action of the shareholders, shall be vested in the board of directors unless reserved to the shareholders by the articles of incorporation. The by-laws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.
The corporate by-laws, and any alteration, amendments, or repeal thereof, shall be filed in duplicate with the Secretary who shall, upon payment of the filing fee, endorse thereon the word "Filed" and the month, day, and year of the filing thereof. The Secretary shall file one of the duplicate originals in his office and return the other duplicate original to the corporation or its representative. The by-laws, and any alteration, amendment, or repeal thereof shall be effective from and after the date of filing unless a later effective date is conspicuously and expressly stated in the instrument filed.
Section XXVIII.126. Meetings of Shareholders
Meetings of shareholders may be held at such place within or without this jurisdiction as may be stated in or fixed in accordance with the by-laws. If no other place is stated or so fixed, meetings shall be held at the registered office of the corporation. An annual meeting of the shareholders shall be held at such time as may be stated in or fixed in accordance with the by-laws. If the annual meeting is not held within any thirteen month period the Tribal Court may, on the application of any shareholder, summarily order a meeting to be held. A special meeting of the shareholders may be called by the board of directors, the holders of not less than one-tenth of all the shares entitled to vote at the meeting, or such other persons as may be authorized in the articles of incorporation or the by-laws.
Section XXIX.127. Notice of Shareholders' Meetings
Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction the the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.
Section XXX.128. Closing of Transfer Books and Fixing Record Date
For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any meeting of or any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors of a corporation may provide that the stock transfer books shall be dosed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be dosed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of dosing the stock transfer books, the by laws, or in the absence of an applicable by-law the board of directors, may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not dosed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.
Section XXXI.129. Voting Record
The officer or agent having charge of the stock transfer books for shares of a corporation shall make a complete record of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting. An officer or agent having charge of the stock transfer books who shall fail to prepare the record of shareholders, or produce and keep it open for inspection at the meeting, as provided in this section, shall be liable to any shareholder suffering damage on account of such failure, to the extent of such damage.
Section XXXII.130. - Quorum of Shareholders
Unless otherwise provided in the articles of incorporation, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders, but in no even shall a quorum consist of less than one-third of the shares entitled to vote at the meeting. If a quorum is present, the affirmative vote of the majority of shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by this Title or the articles of incorporation or by-laws.
Section XXXIII.131. Voting of Shares
Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except as may be otherwise provided in the articles of incorporation, if the articles of incorporation provide for more or less than one vote for any share, on any matter, every reference in this Title to a majority or other proportion of shares shall refer to such a majority or other proportion of votes entitled to be cast. Neither treasury shares, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation is held by the corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
Unless the articles of incorporation otherwise provide, at each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by the distributing such votes on the same principle among any number of such candidates. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the by-laws of such other corporation may prescribe or, in the absence of such provision, as the board of directors of such other corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him either in person or by proxy, but no trustee shall be entitled to vote shares held by him without transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver .was appointed.
A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. On and after the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of certificates therefor, such shares shall not be entitled to vote on any matter and shall not be deemed to be outstanding shares.
Section XXX1V.132. Voting Trusts and Agreements Among Shareholders
Any number of shareholders of a corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, for a period of not to exceed ten years, by entering into a written voting trust agreement specifying the terms and conditions of the voting trust, by depositing a counterpart of the agreement with the corporation at its registered office, and by transferring their shares to such trustee or trustees for the purposes of the agreement. Such trustee or trustees shall keep a record of the holders of voting trust certificates evidencing a beneficial interest in the voting trust, giving the names and addresses of all such holders and the number and class of the shares in respect of which the voting trust certificates held by each are issued, and shall deposit a copy of such record with the corporation at its registered office. The counterpart of the voting trust agreement and the copy of such record so deposited with the corporation shall be subject to the same right examination by a shareholder of the corporation, in person or by agent ot attorney, as are the books and records of the corporation, and such counterpart and such copy of such record shall be subject to examination by any holder of record of voting trust certificates, either in person or by agent or attorney, at any reasonable time for any proper purpose. Agreements among shareholders regarding the voting of their shares shall be valid and enforceable in accordance with their terms. Such agreements shall not be subject to the provisions of this section regarding voting trusts.
Section XXXV.133. Board of Directors
The business and affairs of a corporation shall be managed by a board of directors except as may be otherwise provided in the articles of incorporation. If any such provision is made in the articles of incorporation, the powers and duties conferred or imposed upon the board of directors by this Title shall be exercised or performed to such extent and by such person or persons as shall be provided in the articles of incorporation. Directors need not be residents of this jurisdiction or the reservation or shareholders of the corporation unless the articles of incorporation or by-laws so require. The articles of incorporation or by-laws may prescribe other qualifications for directors. The board of directors shall have authority to fix the compensation of directors unless otherwise provided in the articles of incorporation.
Section XXXVI.134. Number and Election - of Directors
The board of directors qf a corporation shall consist of one or more members. The number of directors shall be fixed by, or in the manner provided in, the articles of incorporation or the by-laws, except as to the number constituting the initial board of directors, which number shall be fixed by the articles of incorporation. The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided, in, the articles of incorporation or the by-laws, but no decrease shall have the effect of shortening the term of any incumbent director. In the absence of a by-law providing for the number of directors, the number shall be the same as that provided for the articles of incorporation. The names and addresses of the members of the first board of directors shall be stated in the articles of incorporation. Such persons shall hold office until the first annual meeting of shareholders, and until their successors shall have been elected and qualified. At the first annual meeting of shareholders and at each annual meeting thereafter the shareholders shall elect directors to hold office until the next succeeding annual meeting, except in case of the classification of directors as permitted by this Act. Each director shall hold office for the term for which he is elected and until his successor shall have been elected and qualified.
Section XXXVII.135. Classification of Directors
When the board of directors shall consist of nine or more members, in lieu of election the whole number of directors annually; the articles of incorporation may provide that the directors be divided into either two or three classes, each class to be as nearly equal in number as possible, the term of office of directors of the first class to expire at the first annual meeting of shareholders after their election, that of the second class to expire at the second annual meeting after their election, and that of the third class, if any, to expire at the third annual meeting after their election. At each annual meeting after such classification the number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the second succeeding annual meeting, if there be two classes, or until the third succeeding annual meeting, if there be three classes. No classification of directors shall be effective prior to the first annual meeting of shareholders.
Section XXXVIII.136. Vacancies
Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors for a term of office continuing only until the next election of directors by the shareholders.
Section XXXIX.137. Removal of Directars
At a meeting of shareholders called expressly for that purpose, directors may be removed in the manner provided in this sestion. Any director or the entire board of directors may be removed, with &it without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. In the case of a corporation having cumulative voting, if less than the entire board is to be removed, no one of the directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors, or if there be classes of directors, at an election of the class of directors of which he is a part.
Whenever the holders of the shares of any class are entitled to elect one or more directors by the provisions of the articles of incorporation, the provisions of this section shall apply, in respect to the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class and not to the vote of the outstanding shares as a whole.
Section I.138 Quorum of Directors
A majority of the number of directors fixed- by or in the manner provided in the by-laws or in the absence of a by-law fixing or providing for the number of directors, then of the number of directors, then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business unless a greater number is required by the articles of incorporation or the by-laws. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by the articles of incorporation or the by-laws.
Section II.139. Director Conflicts of Interest
No contract or other transaction between a corporation and one or more of its directors or any other corporation, firm, association or entity in which one or more of its directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if:
(a) The fact of such relationship or interest is disclosed or known to the board of directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or
(b) The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or
(c) The contract or transaction is fair and reasonable to the corporation.
Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.
Section III.140. Executive and Other Committees
If the articles of incorporation or the by-laws so provide, the baard of directors, by resolution and adopted by a majority of the full board of directors, may designate from among its members an executive committee and one or more other committees each committee and one or more other committees each of which, to the extent provided in such resolution or in the articles of incorporation or the by-laws of the corporation, shall have and may exercise all the authority of the board of directors, but no such committee shall have the authority of the board of directors in reference to amending the articles of incorporation, adopting a plin of merger or consolidation, recommending to the shareholders the sale, lease, exchange or other disposition of all or substantially all the property and assets of the corporation otherwise than in the usual and regular course of its business, recommending to the shareholders a voluntary dissolution of the corporation or a revocation thereof, or amending the by-laws of the corporation. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any member thereof, of any responsibility imposed by law.
Section IV.141. Place and Notice of Directors' Meetings; Committee Meetings
Meetings of the board of directors, regular or special maybe held either within or without this jurisdiction. Regular meetings of the board of directors or any committee designated thereby may be held with or without notice as prescribed in the by-laws. Special meetings of the board of directors or any committee designated thereby shall be held upon such notice as is prescribed in the by-laws. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors or any committee designated, thereby need be specified in the notice of waiver of notice of such meeting unless required by the by-laws.
Except as may be otherwise restricted by the articles of incorporation or by-laws, members of the board of directors or any committee designated thereby may participate in a meeting of such board or committee designated thereby may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
Section V.142. Action by Directors Without a Meeting
Unless otherwise provided by the articles of incorporation or by-laws, any action required by this Title to be taken at a meeting of the directors of a corporation, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote.
Section VI.143. Dividends
The board of directors of a corporation may, from time to time, declare and the corporation may pay dividends in cash, property, dr its own shares, except when the corporation is insolvent or when the payment thereof would render the corporation insolvent or when the declaration or payment thereof would be contrary to any restriction contained in the articles of incorporation, subject to the following provisions:
(a) Dividends may be declared and paid in cash or property only out of the unreserved and unrestricted earned surplus of the corporation, or out of the unreserved and unrestricted net earnings of the current fiscal year and the next preceding fiscal year taken as a single period, except as otherwise provided in this section.
(b) If the articles of incorporation of a corporation engaged in the business of exploiting natural resources so provide, dividends may be declared and paid in cash out of the depletion reserves, but each such dividend shall be identified as a distribution of such reserves and the amount per share paid form such reserves shall be disclosed to the shareholders receiving the same concurrently with the distribution thereof.
(c) Dividends may be declared and paid in its own treasury shares.
(d) Dividends may be declared and paid in its own authorized but unissued shares out of any unreserved and unrestricted surplus of the corporation upon the following conditions:
(1) If a dividend is payable in its own shares having a par value, such shares shall be issued at not less than the par value thereof and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate par value of the shares to be issued as a dividend.
(2) If a dividend is payable in its own shares without par value, such shares shall be issued at such stated value as shall be fixed by the board of directors by resolution adopted at the time such dividend is declared, and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate stated value so fixed in respect of such shares; and the amount per share so transferred to stated capital shall be disclosed to the shareholders receiving such dividend concurrently with the payment thereof.
(e) No dividend payable in shares of any class shall be paid to the holders of shares of any other class unless the articles of incorporation so provide or such payment is authorized by the affirmative vote or the written consent of the holders of at least a majority of the outstanding shares of the class in which the payment is to be made. A split-up or division of the issued shares of any class into a greater number of shares of the same class without increasing the stated capital of the corporation shall not be construed to be a share dividend within the meaning of this section.
Section VII.144. Distribution from Capital Surplus
The board of directors of a corporation may, from time to time, distribute to its shareholders out of capital surplus of the corporation a portion of its assets, in cash or property, subject to the following provisions:
(a) No such distribution shall be made at a time when the corporation is insolvent or when such distribution would render the corporation insolvent
(b) No such distribution shall be made unless the articles of incorporation so provide or such distribution is authorized by the affirmative vote of the holders of a majority of the outstanding shares of each class whether or not entitled to vote thereon by the provisions of the articles of incorporation of the corporation.
(c) No such distribution shall be made to the holders of any class of shares unless all cumulative dividends accrued on all preferred or special classes of shares entitled to preferential dividends shall have been fully paid.
(d) No such distribution shall be made to the holders of any class of shares which would reduce the remaining net assets of the corporation below the aggregate preferential amount payable in event of involuntary liquidation to the holders of shares having preferential rights to the assets of the corporation in the event of liquidation.
(e) Each such distribution, when made, shall be identified as a distribution from capital surplus and the amount per share disclosed to the shareholders receiving the same concurrently with the distribution thereof. The board of directors of a corporation may also, from time to time, distribute to the holders of its outstanding shares having a cumulative preferential right to receive dividends, in discharge of their cumulative dividend rights, dividends payable in cash out of the capital surplus of the corporation, if at the time the corporation has no earned surplus and is not insolvent and would not thereby be rendered insolvent. Each such distribution when made, shall be identified as a payment of cumulative dividends out of capital surplus.
Section VIII.145. Loans to Emoloyees and Directors
A corporation shall not lend money to or use its corporation to assist its directors without authorization in the particular case by its shareholders, but may lend money to and use its credit to assist any employee of the corporation or of a subsidiary, including any such employee who is a director of the corporation, if the board of directors decides that such loan or assistance may benefit the corporation.
Section IX.145. Liability of Directors in Certain Cases
In addition to any other liabilities imposed by law upon directors of a corporation:
(a) Directors of a corporation who vote for or assent to the declaration of any dividend or other distribution of the assets of a corporation to its shareholders contrary to the provisions of this Title or contrary to any restrictions contained in the articles of incorporation, shall be jointly and severally liable to the corporation for the amount of such dividend which is paid or the value of such assets which are distributed in excess of the amount of such dividend or distribution which could have been paid or distributed without a violation of the provisions of this Title or the restrictions in the articles of incorporation.
(b) Directors of a corporation who vote for or assent to the purchase of its own shares contrary to the provisions of this Title shall be jointly and severally liable to the corporation for the amount of consideration paid for such shares which is in excess of the maximum amount which could have been paid therefor without a violation of the provisions of this Title.
(c) The directors of a corporation who vote for or assent to any distribution of assets of a corporation to its shareholders during the liquidation of the corporation without the payment and discharge of, or making adequate provision for, all known debts, obligations, and liabilities of the corporation shall be jointly and severally liable to the corporation for the value of such assets which are distributed, to the extent that such debts, obligations and liabilities of the corporation are to thereafter paid and discharged. A director of a corporation who is present at a meeting of its board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. A director shall not be liable under (a), (b), or (c) of this section if he relied and acted in good faith upon financial statements of the corporation represented to him to be correct by the president or the officer of such corporation having charge of its books of account, or stated in a written report by an independent public or certified public accountant or firm of such accountants fairly to reflect the financial condition of such corporation, nor shall he be so liable if in good faith in determining the amount available for any such dividend or distribution he considered the assets to be of their book value. Any director against whom a claim be asserted under or pursuant to this section for the payment of dividend or other distribution of assets of a corporation and who shall be held liable thereon, shall be entitled to contribution from the shareholders who accepted or received any such dividend or assets, knowing such dividend or distribution to have been made in violation of this Act, in proportion to the amount received by them. Any director against whom a claim shall be asserted under or pursuant to this section shall be entitled to contribution from the other directors who voted for or assented to the action upon which the claim is asserted.
Section X.147. Provisions Relating to Actions by Shareholders
No action shall be brought in this jurisdiction by a shareholder in the right of a domestic or foreign corporation unless the plaintiff was a holder of record of shares or of voting trust certificates therefor at the time of the transaction of which he complains, or his shares of voting trust certificate thereafter devolved upon him by operation of law from a person who was a holder of record at such time. In any action hereafter instituted in the right of any domestic or foreign corporation by the holder or holders of record of shares of such corporation or of voting trust certificates therefor, the court having jurisdiction, upon final judgment and a finding that the action was brought without reasonable cause, may require the plaintiff or plaintiffs to pay to the parties named as defendant the reasonable expenses, including fees of attorneys, incurred by them in the defense of such action.
In any action instituted or maintained in the right of any domestic or foreign corporation by the holder or holders of recprd of less than five percent of the outstanding shares of any class of such corporation or of voting trust certificates so held have a market value in excess of twenty-five thousand dollars, the corporation in whose right such action is brought shall be entitled at any time before final judgment to require the plaintiff or plaintiffs to give security for the reasonable expenses, including fees of attorneys, that may be incurred by it in connection with such action or may be incurred by other parties named as defendant for which it may become legally liable. Market value shall be determined as of the date that the plaintiff institutes the action or, in the case of an intervenor, as of the date that he becomes a party to the action. The amount of such security may from time to time be increased or decreased, in the discretion of the court, upon showing that the security provided has or may become inadequate or is excessive. The corporation shall have recourse to such security in such amount as the court having jurisdiction shall determine upon the termination of such action, whether or not the court finds the action was brought without reasonable cause.
Section XI.148. Officers
The officers of a corporation shall consist of a president, one or more vice presidents as may be prescribed by the by-laws, a secretary, and a treasurer, each of whom shall be elected by the board of directors at such time and in such manner as may be prescribed by the by-laws. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the board of directors or chosen in such other manner as may be prescribed by the by-laws. Any two or more offices may be held by the same person, except the offices of president and secretary. All officers and agents of the corporation, as between themselves and the corporation, shall have such authority and perform such duties in the management of the corporation as may be provided in the by-laws, or as may be determined by resolution of the board of directors not inconsistent with the by-laws.
Any officer or agent may be removed by the board of directors whenever in its judgment the best interests of the corporation will t5e served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.
Section XIII.150. Books and Records
Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders and board of directors and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of the shares held by each. Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time. Any person who shall have been a holder of record of shares or of voting trust certificates therefor at least six months immediately preceding his demand or shall be the holder of record of, or the holder of record of voting trust certificates for, at least five percent of all the outstanding shares of the corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person, or by agent or attorney, at any reasonable time or times, for any proper purpose its relevant books and records of accounts, minutes, and record of shareholders and to make extracts therefrom. Any officer or agent who, or a corporation which, shall refuse to allow any such shareholder or holder of voting trust certificates, or his agent or attorney, so to examine and make extracts from its books and records of account, minutes, and record of shareholders, for any proper purpose, shall be liable to such shareholder or holder of voting trust certificates in a penalty of ten percent of the value of the shares owned by such shareholder, or in respect of which such voting shareholder, or in respect of which such voting trust certificates are issued, in addition to any other damages or remedy afforded him by law. It shall be a defense to any action for penalties under this section that the person suing therefor has within two years sold or offered for sale any list of shareholders or of holders of voting trust certificates for shares of such corporation or any other corporation or has aided or abetted any person in procuring any list of shareholders or of holders of voting trust certificates for any such purpose, or has improperly used any information secured through any prior examination of the books and records of account, or minutes, or record of shareholders or of holders of voting trust certificates for shares of such corporation or any other corporation, or was not acting in good faith or for a proper purpose in making his demand.
Nothing herein contained shall impair the power of any court of competent jurisdiction, upon proof by a shareholder or hoider of voting trust certificates or proper purpose, irrespective of the period of time during which such shareholder or holder of voting trust certificates shall have been a shareholder of record or a holder of record of voting trust certificates, and irrespective of the number of shares held by him or represented by voting trust certificates held by him to compel the production for examination by such shareholder or holder of voting trust certificates of the books and records of account, minutes and record of shareholders of a corporation. Upon the written request of any shareholder or holder of voting trust certificates for shares of a corporation, the corporation shall mail to such shareholder or holder' of voting trust certificates its most recent financial statements showing in reasonable detail its assets and liabilities and the results of its operations.
I. CHAPTER TWO
II. FORMATION OF CORPORATIONS
Section 111.201. Ineorporators
One or more persons, or a domestic or foreign corporation, may act as incorporator or incorporators of a corporation by signing and delivering in duplicate to the Secretary Articles of Incorporation for such corporation.
Section IV.202. Articles of Incorporation
The Articles of Incorporation shall set forth:
(a) The name of the corporation.
(b) The period of duration, which may be perpetual.
(c) The purpose or purposes for which the corporation is organized which may be stated to be, or to include, the transaction of any or all lawful business for which corporations may be incorporated under this Title.
(d) The aggregate number of shares which the corporation shall have authority to issue; if such shares are to consist of one class only, the par value of each of such shares, or a statement that all of such shares are without par value; or, if such shares are to be divided into classes, the number of shares of each class, and a statement of the par value of the shares of each such class or that such shares are to be without par value.
(e) If the shares are to be divided into classes the designation of each class and a statement of the preferences, limitations and relative rights in respect of the shares of each class.
(f) If the corporation is to issue the shares of any preferred or special class in series, then the designation of each series and a statement of the variations in the relative rights and preferences as between series insofar as the same are to be fixed in the Articles of Incorporation, and a statement of any authority to be vested in the board of directors to establish series and fix and determine the variations in the relative rights and preferences as between series.
(g) If any preemptive right is to be ranted to shareholders, the provisions therefor.
(h) Any provision, not inconsistent with law, which the incorporation for the regulation of the internal affairs of the corporation, including any provision restricting the transfer of shares and any provision which under this Title is required or permitted to be set forth in the by-laws.
(i) The address of its initial registered office, and the name of its initial registered agent at such address.
(j) The number of directors constituting the initial board of directors and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualify.
(k) The name and address of each incorporator. It shall not be necessary to set forth in the Articles of Incorporation any of the corporate powers enumerated in this Title.
Section V.203. Ffling of Articles of Incornoration
Duplicate originals of the Articles of Incorporation shall be delivered to the Secretary. If the Secretary finds that the Articles of Incorporation conform to law, he shall, when all fees have been paid as in this Title prescribed:
(a) Endorse on each of such duplicate originals the word "Filed," and the month, day and year of the filing thereof.
(b) File one of such duplicate originals in his office.
(c) Issue a certificate of incorporation to which he shall affix the other duplicate original. The certificate of incorporation, together with the duplicate original of the Articles of Incorporation affixed thereto by the Secretary shall be returned to the incorporators or their representative.
Section VI.204. Effective of Issuance of Certificate of Incorporation
Upon the issuance of the certificate of incorporation, the corporate existence shall begin, and such certificate of incorporation shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been compiled with and that the corporation has been incorporated under this Title, except as against the Tribe in a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the corporation.
Section VII.205. Organization Meeting of Directors
After the issuance of the certificate of incorporation an organization meeting of the board of directors named in the Articles of Incorporation shall be held, either within or without this jurisdiction at the call of majority of the directors named in the Articles of Incorporation for the purpose of adopting by-laws, electing officers and transacting such other business as may come before the meeting. The directors caning the meeting shall give at least three days notice thereof by mail to each director so named, stating the time and place of the meeting.
I. CHAPTER THREE
II. AMENDMENT OF ARTICLES OF INCORPORATION
Sectian III.301. Right to Amend Articles of Incorporation
A corporation may amend its Articles of Incorporation, from time to time, in any and as many respects as may be desired, so long as its Articles of Incorporation as amended contain only such provisions as might be lawfully contained in original Articles of Incorporation at the time of making such amendment, and, if a change in shares or the rights of shareholders, or an exchange, reclassification or cancellation of shares or rights of shareholders is to be made, such provisions as may be necessary to effect such change, exchange, reclassification or cancellation. In particular, and without limitation upon such general power of amendment, a corporation may amend its Articles of Incorporation, from time to time, so as:
(a) To change its corporate name.
(b) To change its period of duration.
(c) To change, enlarge or diminish its corporate purposes.
(d) To increase or decrease the aggregate number of shares, or shares of any class, which the corporation has authority to issue.
(e) To increase or decrease the par value of the authorized shares of any class having a par value, whether issued or unissued.
(f) To exchange, classify, reclassify or cancel all or any part of its shares, whether issued or unissued.
(g) To change the designation of all or any part of its shares, whether issued or unissued, and to change the preferences, limitations, and the relative rights in respect of all or any part of its shares, whether issued or unissued.
(h) To change shares having the par value, whether issued or unissued, into the same or a different number of shares without par value, and to change shares without par value, and to change shares without par value, whether issued or unissued, into the same or a different number of shares having a par value.
(i) To change the shares of any class, whether issued or unissued, and whether with or without par value, into a different number of shares of the same class or into the same or a different number of shares, either with or without par value, of other classes.
(j) To create new classes of shares having rights and preferences either prior and superior or subordinate and inferior to the shares of any class then authorized whether issued or unissued.
(k) To cancel or otherwise affect the right of the holders of the shares of any class to receive dividends which have accrued but have not been declared.
(i) To divide any preferred or special class of shares, whether issued or unissued, into series and fix and determine the designations of such series and the variations in the relative rights and preferences as between the shares of such series.
(m) To authorize the board of directors to establish, out of authorized but unissued shares, series of any preferred or special class of shares and fix and determine the relative rights and preferences of the shares of any series so established.
(n) To authorize the board of directors to fix and determine the relative rights and preferences of the authorized but unissued shares of series theretofore established in respect of which either the relative rights and preferences have not been fixed and determined or the relative rights and preferences theretofore fixed and determined are to be changed.
(o) To revoke, diminish, or enlarge the authority of the board of directors to establish series out of authorized but unissued shares of any preferred or special class and fix and determine the relative rights and preferences of the shares of any series so established.
(p) To limit, deny or grant to shareholders of any class the preemptive right to acquire additional or treasury shares of the corporation, whether then or thereafter authorized.
Section lV.302. Procedure to Amend Article of Incornoration
Amendments to the Articles of Incorporation shall be made in the following manner:
(a) The board of directors shall adopt a resolution setting forth the proposed amendment and, if shares have been issued, directing that it be submitted to a vote at a meeting of shareholders, which may be either the annual or a special meeting. If no shares have been issued, the amendment shall be adopted by resolution of the board of directors and the provisions for adoption by shareholders shall not apply. The resolution may incorporate the proposed amendment in restated Articles of Incorporation which contain a statement that except for the designated amendment the restated Articles of Incorporation correctly set forth without change the corresponding provisions of the Articles of Incorporations as theretofore amended, and that the restated Articles of Incorporation together with the designated amendment supersede the original Articles of Incorporation and all amendments thereto.
(b) Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this Title for the giving of notice of meetings of shareholders. If the meeting be an annual meeting, the proposed amendment of such summary may be included in the notice of such annual meeting.
(c) At such meeting a vote of the shareholders entitled to vote thereon shall be taken on the proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of the holders of a majority of the shares entitled to vote thereon, unless any class of shares is entitled to vote thereon as a class, in which event the proposed amendment shall be adopted upon receiving the affirmative vote of the holders. of a majority of the shares of each class of shares entitled to vote thereon. Any number of amendments may be submitted to the shareholders, and voted upon by them, at one meeting.
Section V.303. Class Voting on Amendments
The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the provisions of the Articles of Incorporation, if the amendment would:
(a) Increase or decrease the aggregate number of authorized shares of such class.
(b) Increase or decrease the par value of the shares of such class.
(c) Effect an exchange, reclassification or cancellation of all or part of the shares of such class.
(d) Effect and exchange, or create a right of exchange, of all or any part of the shares of another class into the shares of such class.
(e) Change the designations, preferences, limitations, or relative rights of the shares of such class.
(f) Change the shares of such class, whether with or without par value, into the same or a different number of shares, either with or without par value, of the same class or another class or classes.
(g) Create a new class of shares having rights and preferences prior and superior to the shares of such class, or increase the rights and preferences or the number of authorized shares, of any class having the rights and preferences prior or superior to the shares of such class.
(h) In the case of a preferred or special class of shares, divide the shares of such class into series and fix and determine the designation of such series and the variations in the relative rights and preferences between the shares of such series, or authorize the board of directors to do so.
(i) Limit or deny any existing preemptive rights of the shares of such class.
(j) Cancel or otherwise affect dividends on the shares of such class which have accrued but have not been declared.
Section VI.304. Articles of Amendment
The articles of amendment shall be executed in duplicate by the corporation by its president or a vice president and by its secretary or an assistant secretary, and verified by one of the officers signing such articles, and shall set forth:
(a) The name of the corporation.
(b) The amendments so adopted.
(c) The date of the adoption of the amendment by the shareholders or by the board of directors where no shares have been issued.
(d) The number of shares outstanding, and the number of shares entitled to vote thereon, and if the shares of any class are entitled to vote thereon at a class, the designation and number of outstanding shares entitled to vote thereon of each such class.
(e) The number of shares voted for and against such amendment, respectively, and, if the shares of any class are entitled to vote thereon as a class, the number of shares of each such class voted for and against such amendment, respectively, or if no shares have been issued, a statement to that effect.
(f) If such amendment provides for an exchange, reclassification or cancellation of issued shares, and if the manner in which the same shall be effected is not set forth in the amendment, then a statement of the manner in which the same shall be effected.
(g) If such amendment effects a change in the amount of stated capital,
then a statement of the manner in which the same is effected and a statement, expressed in dollars, of the amount of stated capital as changed by such amendment.
Section VII.305. Filing of Articles of Amendment
Duplicate originals of the articles of amendment shall be delivered to the Secretary. If the Secretary finds that the articles of amendment conform to law, he shall, when all fees and franchise taxes have been paid as in this Title prescribed:
(a) Endorse on each of such duplicate originals the word "Filed," and the month, day and year of the filing thereof.
(b) File one of such duplicate originals in his office.
(c) Issue a certificate of amendment to which he shall affix the other duplicate original. The certificate of amendment, together with the duplicate original of the articles of amendment affixed thereto by the Secretary, shall be returned to the corporation or its representative.
Section VIII.306. Effect of Certificate of Amendment
Upon the issuance of the certificate of amendment by the Secretary, the amendment shall become effective and the Articles of Incorporation shall be deemed to be amended accordingly. No amendment shall affect any existing cause of action in favor of ot against such corporation, or any pending suit to which such corporation shall be a party, or the existing rights of persons other than shareholders; and, in the event the corporate name shall be changed by amendment, no suit brought by or against such corporation under its former name shall abate for that reason.
Section IX.307. Restated Articles of Incorporation
A domestic corporation may at any time restate its Articles of Incorporation as theretofore amended, by a resolution adopted by the board of directors. Upon the adoption of such resolution, restated Articles of Incorporation by its president or a vice president and by its secretary or assistant secretary and verified by one of the officers signing such articles and shall set forth all of the operative provisions of the Articles of Incorporation as theretofore amended together with a statement that the restated Articles of Incorporation correctly set forth without change the corresponding provisions of the Articles of Incorporation as theretofore amended and that the restated Articles of Incorporation supersede the original Articles of Incorporation and all amendments thereto. Duplicate originals of the restated Articles of Incorporation shall be delivered to the Secretary. If the secretary finds that such restated Articles of Incorporation conform to law, he shall, when all fees and franchise taxes have been paid as in this Title prescribed:
(a) Endorse on each of such duplicate originals the word "Filed," and the month, day and year of the filing thereof.
(b) File one of such duplicate originals in his office.
(c) Issue a restated certificate of incorporation, to which he shall affix the other duplicate original. The restated certificate of incorporation, together with the duplicate original of the restated Articles of Incorporation affixed thereto by the Secretary shall be returned to the corporation or its representative. Upon the issuance of the restated certificate of incorporation by the Secretary, the restated Articles of Incorporation shall become effective and shall supersede the original Articles of Incorporation and all amendments thereto.
Section X.308. Amendment of Articles of Incorporation in Reorganization Proceedings
Whenever a plan of reorganization of a corporation has been confirmed by decree or order of a court of competent jurisdiction in proceedings of the reorganization of such corporation, pursuant to the provisions of any applicable statute of the United States relating to reorganizations of corporations, the Articles of Incorporation of the corporation may be amended, in the manner provided in this section, in as many respects as may be necessary to carry out the plan and put it into effect, so long as the Articles of Incorporation as amended contain only such provisions as might be lawfully contained in original Articles of Incorporation at the time of making such amendment. In particular and without limitation upon such general power of amendment, the Articles of Incorporation may be amended for such purpose so as to:
(a) Change the corporate name, period of duration or corporate purposes of the corporation;
(b) Repeal, alter or amend the by-laws of the corporation;
(c) Change the aggregate number of shares or any class, which the corporation has authority to issue;
(d) Change the preferences, limitations and relative rights in respect of all or any part of the shares of the corporation, and classify, reclassify or cancel all or any part thereof, whether issued or unissued.
(e) Authorize the issuance of bonds, debentures or othet obligations of the corporation, whether or not, convertible into shares of any class or bearing warrants or other evidences of optional rights to purchase or subscribe for shares of any class, and fix the terms and conditions Thereof; and,
(f) Constitute or reconstitute and classify or reclassify the board of directors of the corporation, and appoint directors and officers in place of or in addition to all or any of the directors or officers then in office.
(g) Amendments to the Articles of Incorporation pursuant to this Section shall be made, upon submission of the amendments to the Tribal Secretary, in the following manner:
(1) The Tribal Secretary shall endorse on each of such duplicate originals the word "Filed," and the month, day and year of the filing thereof.
(2) File one of such duplicate originals in his office with the certified copy of the decree.
(3) Issue a certificate of amendment to which he shall affix the other duplicate original. The certificate of amendment, together with the duplicate original of the articles of amendment affixed thereto by the Secretary, shall be returned to the corporation or its representative. Upon the issuance of the certificate of amendment by the Secretary, the amendments shall become effective and the Articles of Incorporation shall be deemed to be amended accordingly, without any action thereon by the directors or shareholders of the corporation and with the same effect as if the amendments had been adopted by unanimous action of the directors and shareholders of the corporation.
Section XI.309. Restriction on Redemotion or Purchase of Redeemable Shares
No redemption or purchase of redeemable shares shall be made by a corporation when it is insolvent or when such redemption or purchase would render it insolvent, or which would reduce the net assets below the aggregate
amount payable to the holders of shares having prior or equal rights to the assets of the corporation upon involuntary dissolution.
Section XII.310. Cancellation of Redeemable Shares by Redennotion or Purchase
When redeemable shares of a corporation are redeemed or purchased by the corporation, the redemption or purchase shalt effect a cancellation of such shares, and a statement of cancellation shall be filed as provided in this section. Thereupon such shares shall be restored to the status of authorized but unissued shares, unless the Articles of Incorporation provide that such shares when redeemed or purchased shall not be reissued, in which case the filing of the statement of cancellation shall constitute an amendment to the Articles of Incorporation and shall reduce the number of shares of the class so cancelled which the corporation is authorized to issue by the number of shares so cancelled.
The statement of cancellation shall be executed in duplicate by the corporation by its president or a vice president and by its secretary or an assistant secretary, and verified by one of the officers signing such statement, and shall set forth:
(a) The name of the corporation.
(b) The number of redeemable shares cancelled through redemption or purchase, itemized by classes and series.
(c) The aggregate number of issued shares, itemized by classes and series, after giving effect to much cancellation.
(d) The amount, expressed in dollars, of the stated capital of the corporation after giving effect to such cancellation.
(e) If the Articles of Incorporation provide that the cancelled shares shall not be reissued, the number of shares shall not be reissued, the number of shares which the corporation will have authority to issue itemized by classes and series, after giving effect to such cancellation.
Duplicate originals of such statement shall be delivered to the Secretary. If the Secretary finds that such statement conforms to law, he shall, when all fees and franchise taxes have been paid as in this Title prescribed:
(1) Endorse on each of such duplicate originals the word "Filed," and the month, day and year of the filing thereof.
(2) File one of such duplicate originals in his office.
(3) Return the other duplicate original to the corporation or its representative. Upon the filing of such statement of cancellation, the stated capital of the corporation shall be deemed to be reduced by the shares so cancelled. Nothing contained in this section shall be construed to forbid a cancellation of shares or a reduction of stated capital in any other manner permitted by this Title.
Section XIII.311. Cancellation of Other Reacquired Shares
A corporation may at any time, by resolution of its board of directors, cancel all or any part of the shares of the corporation of any class reacquired by it, other than redeemable shares redeemed or purchased, and in such event a statement of cancellation shall be filed as provided in this section. The statement of cancellation shall be executed in duplicate by the corporation by its president or a vice president and by its secretary or an assistant secretary, and verified by one of the officers signing such statement, and shall set forth:
(a) The name of the corporation.
(b) The number of reacquired shares cancelled by resolution duly adopted by the board of directors, itemized by classes and series, and the date of its adoption.
(c) The aggregate number of issued shares, itemized by classes and series, after giving effect to such cancellation.
(d) The amount, expressed in dollars, of the stated capital of the corporation after giving effect to such cancellation.
(e) If the articles of incorporation provide that the cancelled shares shall not be reissued, the number of shares which the corporation will have authority to issue itemized by classes and series, after giving effect to such cancellation.
Duplicate originals of such statement shall be delivered to the Secretary. If the Secretary finds that such statement conforms to law, he shall, when all fees and franchise taxes have been paid as in this Title prescribed:
(1) Endorse on each of such duplicate originals the word "File," and the month, day and year of the filing thereof.
(2) File one of such duplicate originals in his office.
(3) Return the other duplicate original to the corporation or its representative. Upon the filing of such statement of cancellation, the stated capital of the corporation shall be deemed to be reduced by that part of the stated capital which was, at the time of such cancellation, represented by the shares so cancelled, and the shares so cancelled shall be restored to the status of authorized but unissued shares. Nothing contained in This section shall be