CHAPTER 24-4
POWERS

24-4-1 Powers.

(A)    Generally, limitations. A corporation has the powers set forth in this Section, subject to any limitations provided in any other law of the Nation or in its articles.

(B)    Duration. A corporation has perpetual duration.

(C)    Legal capacity. A corporation may sue and be sued, complain and defend and participate as a party or otherwise in any legal, administrative, or arbitration proceeding, in its corporate name.

(D)    Property ownership. A corporation may purchase, lease, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with, real or personal property, or any interest therein, wherever situated.

(E)    Property disposition. A corporation may sell, convey, mortgage, create a security interest in, lease, exchange, transfer, or otherwise dispose of all or any part of its real or personal property, or any interest therein, wherever situated.

(F)    Trading in securities; obligations. A corporation may purchase, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, exchange, mortgage, lend, create a security interest in, or otherwise dispose of and otherwise use and deal in and with, securities or other interests in, or obligations of, a person or direct or indirect obligations of any tribal or foreign government or instrumentality thereof.

(G)    Contracts; mortgages. A corporation may make contracts and incur liabilities, borrow money, issue it securities, and secure any of its obligations by mortgage of or creation of a security interest in all or any of its property, franchises and income.

(H)    Investment. A corporation may invest and reinvest its funds.

(I)    Holding property as security. A corporation may take and hold real and personal property, whether or not a kind sold or otherwise dealt in by the corporation, as security for the payment of money loaned, advanced, or invested.

(J)    Location. A corporation may conduct its business, carry on its operations, have offices, and exercise the powers granted by this Code anywhere in the universe.

(K)    Donations. A corporation may make donations, irrespective of corporate benefit, for the public welfare; for social, community, charitable, religious, educational, scientific, civic, literary, and for similar or related purposes.

(L)    Pensions; benefits. A corporation may pay pensions, retirement allowances, and compensation for past services to and for the benefit of, and establish, maintain, continue, and carry out, wholly or partially at the expense of the corporation employee or incentive benefit plans, trusts, and provisions to or for the benefit of, and or all of its and its related corporation officers, directors, employees, and agents and the families, dependents, and beneficiaries of any of them. It may indemnify and purchase and maintain insurance for and on behalf of a fiduciary of any of these employee benefit and incentive plans, trusts, and provisions.

(M)    Participating in management. A corporation may participate in any capacity in the promotion, organization, ownership, management, and operation of an organization or in any transaction, undertaking, or arrangement that the participating corporation would have power to conduct by itself, whether or not the participation involves sharing or delegation of control with or to others.

(N)    Insurance. A corporation may provide for its benefit life insurance and other insurance with respect to the services of any or all of its officers, directors, employees, and agents, or on the life of a shareholder for the purpose of acquiring at the death of the shareholder any or all shares in the corporation owned by the shareholder.

(O)    Corporate seal. A corporation may have, alter at pleasure, and use a corporate seal as provided in Section 24-4-2.

(P)    Bylaws. A corporation may adopt, amend, and repeal bylaws relating to the management of the business or the regulation of the affairs of the corporation as provided in Section 24-5-2.

(Q)    Committees. A corporation may establish committees of the board of directors, elect or appoint persons to the committees, and define their duties as provided in Section 24-6-17 and fix their compensation.

(R)    Officers; employees; agents. A corporation may elect or appoint officers, employees, and agents of the corporation, and define their duties as provided in Sections 24-7-1 to 24-7-9 and fix their compensation.

(S)    Securities. A corporation may issue securities and rights to purchase securities as provided in Sections 24-4-1 to 24-4-9.

(T)    Loans; Guarantees; Sureties. A corporation may lend money to, guarantee an obligation of, become a surety for, or otherwise financially assist persons as provided in Section 24-9-1.

(U)    Advances. A corporation may make advances to its directors, officers and employees and those of its subsidiaries as provided in Section 24-9-2.

(V)    Indemnification. A corporation shall indemnify those persons identified in Section 24-9-4 against certain expenses and liabilities only as provided in Section 24-9-3 and may indemnify other persons.

(W)    Assumed names. A corporation may conduct all or part of its business under one or more assumed names, provided each assumed name is registered with the Tribal Secretary.

(X)    Other powers. A corporation may have and exercise all other powers necessary or convenient to effect any or all of the business purposes for which the corporation is incorporated.

(Y)    Trust Land. Any corporation which holds an interest in trust land may not encumber that interest without the prior approval of the Tribal Council and the appropriate official of the Bureau of Indian Affairs, if such federal approval is required by federal law.

(Z)    Sovereign Immunity of the Nation. Consent to suit by a corporation shall in no way extend to the Nation, nor shall consent to suit by a corporation in any way be deemed a waiver of any of the rights, privileges and immunities of the Nation.

24-4-2 Corporate seal.

(A)    Seal not required. A corporation may, but need not, have a corporate seal, and the use or nonuse of a corporate seal does not affect the validity, recordability, or enforceability of a document or act. If a corporation has a corporate seal, the use of the seal by the corporation on a document is not necessary.

(B)    Required words; use. If a corporation has a corporate seal, the seal may consist of a mechanical imprinting device, or a rubber stamp with a facsimile of the seal affixed thereon, or a facsimile or reproduction of either. The seal need include only the word “Seal” but it may also include a part or all of the name of the corporation and a combination, derivation, or abbreviation of either or both of the phrases “Tribal Corporation,” “Prairie Band Potawatomi Nation” and “Corporate Seal.” If a corporate seal is used, it or a facsimile of it may be affixed, engraved, printed, placed, stamped with indelible ink, or in any other manner reproduced on any document.

24-4-3 Effect of Lack of Power; Ultra Vires.

The doing, continuing, or performing by a corporation of an act, or an executed or wholly or partially executory contract, conveyance or transfer to or by the corporation, if otherwise lawful is not invalid because the corporation was without the power to do, continue, or perform the act, contract, conveyance, or transfer, unless the lack of power is established the Tribal Court:

(A)    In a proceeding by a shareholder against the corporation to enjoin the doing, continuing, or performing of the act, contract, conveyance, or transfer. If the unauthorized act, continuation, or performance sought to be enjoined is being, or to be, performed or made pursuant to a contract to which the corporation is a party, the Tribal Court may, if just and reasonable in the circumstances, set aside and enjoin the performance of the contract and in so doing may allow to the corporation or to the other parties to the contract compensation for the loss or damage sustained as a result of the action of the Tribal Court in setting aside and enjoining the performance of the contract;

(B)    In a proceeding by or in the name of the corporation, whether acting directly or through a legal representative, or through shareholders in a representative or derivative suit, against the incumbent or former officers or directors of the corporation for exceeding or otherwise violating their authority, or against a person having actual knowledge of the lack of power; or

(C)    In a proceeding by the Tribal Council, as provided in Section 24-11-13, to dissolve the corporation, or in a proceeding by the Tribal Council to enjoin the corporation from the transaction of unauthorized business.