Chapter 9.10 NONPROFIT CORPORATIONS

This chapter shall be known and may be cited as the “Chehalis Tribe Nonprofit Corporation Act.” [Res. 2011-020; Res. 2007-138. Prior code § 6.2.1.010.]

9.10.020 Purposes.

Corporations may be organized under this chapter for any lawful purpose or purposes, including, without being limited to, any one or more of the following purposes: charitable; benevolent; eleemosynary; educational; civic; patriotic; political; religious; social; fraternal; literary; cultural; athletic; scientific; agricultural; horticultural; animal husbandry; nonprofit financial institutional; and professional, commercial, industrial or trade association. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.1.020.]

9.10.030 Definitions.

As used in this chapter, unless the context otherwise requires, the term:

“An officer of the corporation” means, in connection with the execution of documents submitted for filing with the Tribe, the president, a vice president, the secretary, or the treasurer of the corporation.

“Articles of incorporation” and “articles” mean the original articles of incorporation and all amendments thereto, and includes articles of merger and restated articles.

“Board of directors” means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which such group is designated in the articles or bylaws.

“Bylaws” means the code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated.

“Conforms to law,” as used in connection with duties of the Tribe in reviewing documents for filing under this chapter, means the Secretary of the Tribe has determined that the document complies as to form with the applicable requirements of this chapter.

“Corporation” or “domestic corporation” means a corporation not for profit subject to the provisions of this chapter, except a foreign corporation.

“Duplicate originals” means two copies, original or otherwise, each with original signatures, or one original with original signatures and one copy thereof.

“Effective date” means, in connection with a document filing made by the Tribe, the date that is shown by affixing a “filed” stamp on the document. When a document is received for filing by the Tribe in a form that complies with the requirements of this chapter and that would entitle the document to be filed immediately upon receipt, but the Tribe’s approval action occurs subsequent to the date of receipt, the Tribe’s filing date shall relate back to the date on which the Tribe first received the document in acceptable form. An applicant may request a specific effective date no more than 30 days later than the receipt date that might otherwise be applied as the effective date.

“Executed by an officer of the corporation,” or words of similar import, means that any document signed by such person shall be and is signed by that person under penalties of perjury and in an official and authorized capacity on behalf of the corporation or person making the document submission.

“Foreign corporation” means a corporation not for profit organized under laws other than the laws of the Tribe.

“Insolvent” means inability of a corporation to pay debts as they become due in the usual course of its affairs.

“Member” means an individual or entity having membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws.

“Not-for-profit corporation” or “nonprofit corporation” means a corporation no part of the income of which is distributable to its members, directors or officers. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.1.030.]

9.10.040 Applicability.

A. The provisions of this chapter relating to domestic corporations shall apply to all corporations organized hereunder; and

B. The provisions of this chapter relating to foreign corporations shall apply to all foreign not-for-profit corporations conducting affairs within areas under the jurisdiction of the Tribe including without limitation within the exterior boundaries of the Chehalis Reservation for a purpose or purposes for which a corporation might be organized under this chapter. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.1.040.]

9.10.050 Documents submitted for filing – Exact or conformed copies.

A document submitted to the Tribe for an exact or conformed copy of the document must accompany filing under this chapter. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.1.050.]

9.10.060 Savings.

Any corporation existing on the date when the ordinance codified in this chapter takes effect shall continue to exist as a corporation despite any provision of this chapter changing the requirements for forming a corporation or repealing or amending the law under which it was formed. The provisions of this chapter shall, however, apply prospectively to the fullest extent permitted by applicable law. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.1.060.]

9.10.070 Incorporators.

One or more persons of the age of 18 years or more, or a domestic or foreign, profit or nonprofit, corporation, may act as incorporator or incorporators of a corporation by signing and delivering to the Tribe articles of incorporation for such corporation. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.2.010.]

9.10.080 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 or for a stated number of years.

C. The purpose or purposes for which the corporation is organized.

D. Any provisions, not inconsistent with law, that the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including provisions regarding:

1. Distribution of assets on dissolution or final liquidation;

2. The definition, limitation, and regulation of the powers of the corporation, the directors, and the members, if any;

3. Eliminating or limiting the personal liability of a director to the corporation or its members, if any, for monetary damages for conduct as a director; provided, that such provision shall not eliminate or limit the liability of a director for acts or omissions that involve intentional misconduct by a director or a knowing violation of law by a director, or for any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled. No such provision may eliminate or limit the liability of a director for any act or omission occurring before the date when such provision becomes effective; and

4. Any provision that under this chapter is required or permitted to be set forth in the bylaws.

E. The address of its initial registered office, including street and number, and the name of its initial registered agent at such address.

F. The number of directors constituting the initial board of directors, and the names and addresses of the persons who are to serve as the initial directors.

G. The name and address of each incorporator.

H. The name of any person or corporations to whom net assets are to be distributed in the event the corporation is dissolved.

I. It shall not be necessary to set forth in the articles of incorporation any of the corporate powers enumerated in this chapter.

J. Unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment to the articles of incorporation, a change in the number of directors made by amendment to the bylaws shall be controlling. In all other cases, whenever a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.2.020.]

9.10.090 Members.

A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of such class or classes, the manner of election or appointment and the qualifications and rights of the members of each class shall be set forth in the articles of incorporation or the bylaws. Unless otherwise specified in the articles of incorporation or the bylaws, an individual, domestic or foreign profit or nonprofit corporation, a general or limited partnership, an association or other entity may be a member of a corporation. If the corporation has no members, that fact shall be set forth in the articles of incorporation or the bylaws. A corporation may issue certificates evidencing membership therein. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.2.030.]

9.10.100 Bylaws.

The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provisions for the regulation and management of the affairs of a corporation not inconsistent with law or the articles of incorporation. The board may adopt emergency bylaws. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.2.040.]

9.10.110 Limitations.

A corporation subject to this chapter:

A. Shall not have or issue shares of stock;

B. Shall not make any disbursement of income to its members, directors or officers;

C. Shall not loan money or credit to its officers or directors;

D. May pay compensation in a reasonable amount to its members, directors or officers for services rendered;

E. May confer benefits upon its members in conformity with its purposes; and

F. Upon dissolution or final liquidation may make distributions to its members as permitted by this chapter, and no such payment, benefit or distribution shall be deemed to be a dividend or a distribution of income. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.2.050.]

9.10.120 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, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated.

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 or credit to third parties or its employees other than its officers and directors.

G. To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, 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, whether for profit or not for profit, 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 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 mortgage or pledge of all or any of its property, franchises and income.

I. 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.

J. To conduct its affairs, carry on its operations, and have offices and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States, or in any foreign country.

K. To elect or appoint officers and agents of the corporation, and define their duties and fix their compensation.

L. To make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of this Tribe, for the administration and regulation of the affairs of the corporation.

M. Unless otherwise provided in the articles of incorporation, to make donations for the public welfare or for charitable, scientific or educational purposes, or loans.

N. To indemnify any director or officer or former director or officer or other person in the manner and to the extent provided by Tribal ordinance or resolution.

O. To make guarantees respecting the contracts, securities, or obligations of any person (including, but not limited to, any member, any affiliated or unaffiliated individual, domestic or foreign, profit or not for profit, corporation, partnership, association, joint venture or trust) if such guarantee may reasonably be expected to benefit, directly or indirectly, the guarantor corporation. As to the enforceability of the guarantee, the decision of the board of directors that the guarantee may be reasonably expected to benefit, directly or indirectly, the guarantor corporation shall be binding in respect to the issue of benefit to the guarantor corporation.

P. To pay pensions and establish pension plans, pension trusts, and other benefit plans for any or all of its directors, officers, and employees.

Q. To be a promoter, partner, member, associate or manager of any partnership, joint venture, trust or other enterprise.

R. To be a trustee of a charitable trust, to administer a charitable trust and to act as executor in relation to any charitable bequest or devise to the corporation.

S. To cease its corporate activities and surrender its corporate franchise.

T. To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.3.010.]

9.10.130 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 member or a director against the corporation to enjoin the doing or continuation of unauthorized acts, or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed pursuant to any 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 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 members in a representative suit, against the officers or directors of the corporation for exceeding their authority.

C. In a proceeding by the Office of Tribal Attorney (OTA), as provided in this chapter, to dissolve the corporation, or in a proceeding by the OTA to enjoin the corporation from performing unauthorized acts, or in any other proceeding by the OTA. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.3.020.]

9.10.140 Sale, lease, exchange, or other disposition of assets not in the ordinary course of business.

A sale, lease, exchange, or other disposition of all, or substantially all, the property and assets of a corporation, if not in the ordinary course of business, may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for profit, domestic or foreign, as may be authorized in the following manner:

A. Where there are members having voting rights with regard to the question, the board of directors shall adopt a resolution recommending such sale, lease, exchange, or other disposition and directing that it be submitted to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. Written or printed notice stating that the purpose, or one of the purposes, of such meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, the property and assets of the corporation shall be given to each member entitled to vote at such meeting, within the time and in the manner provided by this chapter for the giving of notice of meetings of members. At such meeting the members may authorize such sale, lease, exchange, or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor. Such authorization shall require at least two-thirds of the votes that members present at such meeting or represented by proxy are entitled to cast. After such authorization by a vote of members, the board of directors, nevertheless, in its discretion, may abandon such sale, lease, exchange, or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by members.

B. Where there are no members, or no members having voting rights with regard to the question, a sale, lease, exchange, or other disposition of all, or substantially all, the property and assets of a corporation shall be authorized upon receiving the vote of a majority of the directors in office. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.3.030.]

9.10.150 Sale, lease, exchange, or disposition of assets in course of business – Mortgage and pledge of assets.

The sale, lease, exchange or other disposition of all, or substantially all, the property and assets of a corporation in the usual and regular course of its business and the mortgage or pledge of any or all property and assets of a corporation whether or not in the usual course of business may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares, obligations, or other securities of any other corporation, domestic or foreign, as shall be authorized by its board of directors. In any such case, no other authorization or consent of any member shall be required. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.3.040.]

9.10.160 Postsecondary education loans – Interest rates.

A nonprofit corporation may charge interest upon any loan made under a program to finance postsecondary education at any rate or rates of interest that are permitted by applicable law to be charged by any properly chartered bank, savings and loan association, or credit union. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.3.050.]

9.10.170 Registration and reporting – Corporate name.

The corporate name:

A. Shall not contain any word or phrase that indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation.

B. 1. Except as provided in subsections (B)(2) and (B)(3) of this section, must be distinguishable upon the records of the Tribe from:

a. The corporate name or reserved name of a corporation or domestic corporation organized or authorized to transact business under this chapter;

b. A corporate name reserved or registered under any other ordinance of the Tribe;

c. The fictitious name adopted by a foreign corporation authorized to transact business within the Tribe’s jurisdiction because its real name is unavailable;

2. A corporation may apply to the Tribe for authorization to use a name that is not distinguishable upon the records from one or more of the names described in subsection A of this section. The Tribe shall authorize use of the name applied for if:

a. The other corporation, company, holder, limited liability partnership, or limited partnership consents to the use in writing and files with the Tribe documents necessary to change its name or the name reserved or registered to a name that is distinguishable upon the records of the Tribe from the name of the applying corporation; or

b. The applicant delivers to the Tribe a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant’s right to use the name applied for within the Tribe’s jurisdiction;

3. A corporation may use the name, including the fictitious name, of another domestic or foreign corporation, limited liability company, limited partnership, or limited liability partnership, that is used in this jurisdiction if the other entity is formed or authorized to transact business in this jurisdiction, and the proposed user corporation:

a. Has merged with the other corporation, limited liability company, or limited partnership; or

b. Has been formed by reorganization of the other corporation.

C. Shall be transliterated into letters of the English alphabet, if it is not in English.

D. Shall not include or end with “incorporated,” “company,” “corporation,” “partnership,” “limited partnership,” or “Ltd.,” or any abbreviation thereof, but may use “club,” “league,” “association,” “services,” “committee,” “fund,” “society,” “foundation,” “a nonprofit corporation,” or any name of like import.

E. A name shall not be considered distinguishable upon the records of the Tribe by virtue of:

1. A variation in any of the following designations for the same name: “corporation,” “incorporated,” “company,” “limited,” “partnership,” “limited partnership,” “limited liability company,” or “limited liability partnership,” or the abbreviations “corp.,” “inc.,” “co.,” “ltd.,” “LP,” “L.P.,” “LLP,” “L.L.P.,” “LLC,” or “L.L.C.”;

2. The addition or deletion of an article or conjunction such as “the” or “and” from the same name;

3. Punctuation, capitalization, or special characters or symbols in the same name; or

4. Use of abbreviation or the plural form of a word in the same name.

F. This title does not control the use of assumed business names or “trade names.” [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.4.010.]

9.10.180 Registration of corporate name.

A. 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 chapter, provided its corporate name is not the same as, or deceptively similar to, the name of any domestic corporation existing under the laws of this Tribe, the name of any foreign corporation authorized to transact business in this jurisdiction, the name of any domestic limited liability company organized under the laws of this Tribe, the name of any foreign limited liability company authorized to transact business in this jurisdiction, or the name of any limited partnership on file with the Secretary.

B. Such registration shall be made by:

1. Filing with the Tribe:

a. An application for registration executed by the corporation by an officer thereof, setting forth the name of the corporation, the state, tribe, territory or country under the laws of which it is incorporated, and the date of its registration; and

b. A certificate setting forth that such corporation is in good standing under the laws of the state, tribe, territory or country wherein it is organized, executed by the tribe, state, territory or country or by such other official as may have custody of the records pertaining to corporations; and

2. Paying to the Tribe the applicable registration fee.

C. The registration shall be effective until the close of the calendar year in which the application for registration is filed. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.4.020.]

9.10.190 Renewal of registration of corporate name.

A corporation that 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 the applicable fee. A renewal application may be filed between October 1st and December 31st in each year, and shall extend the registration for the following calendar year. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.4.030.]

9.10.200 Registered office and registered agent.

Each corporation shall have and continuously maintain in this jurisdiction:

A registered office, which may be, but need not be, the same as its principal office. The registered office shall be at a specific geographic location in this jurisdiction, and be identified by number, if any, and street, or building address or rural route, or, if a commonly known street or rural route address does not exist, by legal description. A registered office may be identified by post office box number.

A registered agent, which agent may be either an individual resident of this jurisdiction whose business office is identical with such registered office, or a domestic corporation, whether for profit or not for profit, or a foreign corporation, whether for profit or not for profit, authorized to transact business or conduct affairs in this jurisdiction, having an office identical with such registered office. A registered agent shall not be appointed without having given prior written consent to the appointment. The written consent shall be filed with the Tribe in such form as the Secretary may prescribe. The written consent shall be filed with or as a part of the document first appointing a registered agent. In the event any individual or corporation has been appointed agent without consent, that person or corporation may file a notarized statement attesting to that fact, and the name shall forthwith be removed from the records of the Tribe.

No corporation or foreign corporation authorized to conduct affairs in this jurisdiction may be permitted to maintain any action in any court in this jurisdiction until the corporation complies with the requirements of CTC 9.10.170 through 9.10.270. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.4.040.]

9.10.210 Change of registered office or registered agent.

A. A corporation may change its registered office or change its registered agent, or both, upon filing in the office of the Tribe in the form prescribed by the Tribe a statement setting forth:

1. The name of the corporation.

2. If the current registered office is to be changed, the address to which the registered office is to be changed.

3. If the current registered agent is to be changed, the name of the new registered agent.

4. That the address of its registered office and the address of the office of its registered agent, as changed, will be identical.

B. Such statement shall be executed by the corporation by an officer of the corporation, and delivered to the Tribe, together with written consent of the registered agent to his or its appointment, if applicable. If the Tribe finds that such statement conforms to the provisions of this chapter, the Tribe shall endorse thereon the word “Filed,” and the month, day, and year of the filing thereof, and file the statement. 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 upon filing unless a later date is specified.

C. Any registered agent of a corporation may resign as such agent upon filing a written notice thereof, executed in duplicate, with the Tribe, who shall forthwith mail a copy thereof to the corporation in care of an officer, who is not the resigning registered agent, at the address of such officer as shown by the most recent annual report of the corporation. The appointment of such agent shall terminate upon the expiration of 30 days after receipt of such notice by the Tribe.

D. If a registered agent changes the agent’s business address to another place within this jurisdiction, the agent may change such address and the address of the registered office of any corporation of which the agent is a registered agent, by filing a statement as required by CTC 9.10.170 through 9.10.270 except that it need be signed only by the registered agent, it need not be responsive to subsection C of this section, and it must recite that a copy of the statement has been mailed to the secretary of the corporation. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.4.050.]

9.10.220 Service of process on corporation.

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 in this jurisdiction, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the Tribe shall be an agent of such corporation upon whom any such process, notice, or demand may be served. Service on the Tribe of any such process, notice, or demand shall be made by delivering to and leaving with the Tribe, or with any duly authorized clerk of the Corporation Department of the Tribe’s office, duplicate copies of such process, notice or demand. In the event any such process, notice or demand is served on the Tribe, the Tribe shall immediately cause one of the copies thereof to be forwarded by certified mail, addressed to the secretary of the corporation as shown on the records of the Tribe. Any service so had on the Tribe shall be returnable in not less than 30 days.

The Tribe shall keep a record of all processes, notices and demands served upon the Tribe under CTC 9.10.170 through 9.10.270, and shall record therein the time of such service and the Tribe’s 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. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.4.060.]

9.10.230 Annual report of domestic and foreign corporations – Biennial filing may be authorized.

A. Each domestic corporation, and each foreign corporation authorized to conduct affairs in this jurisdiction, shall file, within the time prescribed by this chapter, an annual report in the form prescribed by the Tribe. The report shall set forth:

1. The name of the corporation and the tribe, state, territory or country under the laws of which it is incorporated;

2. The address of the registered office of the corporation in this jurisdiction including street and number and the name of its registered agent in this jurisdiction at such address, and, in the case of a foreign corporation, the address of its principal office;

3. A brief statement of the character of the affairs which the corporation is actually conducting, or, in the case of a foreign corporation, which the corporation is actually conducting in this jurisdiction;

4. The names and respective addresses of the directors and officers of the corporation; and

5. The corporation’s unified business identifier number.

B. The information shall be given as of the date of the execution of the report. It shall be executed by the corporation by an officer of the corporation, or, if the corporation is in the hands of a receiver or trustee, it shall be executed on behalf of the corporation by such receiver or trustee.

C. The Tribe may provide that correction or updating of information appearing on previous annual or biennial filings is sufficient to constitute the current filing. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.4.070.]

9.10.240 Filing of annual or biennial report of domestic and foreign corporations – Notice – Reporting dates.

Not less than 30 days prior to a corporation’s renewal date, or by December 1st of each year for a nonstaggered renewal, the Tribe shall mail to each domestic and foreign corporation, by first class mail addressed to its registered office, a notice that its annual report must be filed as required by this chapter, and stating that if it fails to file its annual report it shall be dissolved or its certificate of authority revoked, as the case may be. Failure of the Tribe to mail any such notice shall not relieve a corporation from its obligation to file the annual reports required by this chapter.

Such report of a domestic or foreign corporation shall be delivered to the Tribe between January 1st and March 1st of each year, or on an annual renewal date as the Tribe may establish.

If the Tribe finds that such report substantially conforms to the requirements of this chapter, the Tribe shall file the same. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.4.080.]

9.10.250 Fees for filing documents and issuing certificates.

A. The Tribe shall charge and collect for:

1. Filing articles of incorporation, $30.00.

2. Filing an annual report of a domestic or foreign corporation, $10.00.

3. Filing an application of a foreign corporation for a certificate of authority to conduct affairs in this jurisdiction, $30.00.

B. The Tribe may establish fees for the following:

1. An application for reinstatement under CTC 9.10.1030.

2. Filing articles of amendment or restatement or an amendment or supplement to an application for reinstatement.

3. Filing articles of merger or consolidation.

4. Filing a statement of change of address of registered office or change of registered agent, or revocation, resignation, or any combination of these. A separate fee for filing such statement shall not be charged if the statement appears in an amendment to articles of incorporation or in conjunction with the filing of the annual report.

5. Filing articles of dissolution, no fee.

6. Filing an application of a foreign corporation for an amended certificate of authority to conduct affairs in this jurisdiction.

7. Filing an application for withdrawal of a foreign corporation and issuing a certificate of withdrawal, no fee.

8. Filing a certificate by a foreign corporation of the appointment of a registered agent. A separate fee for filing such certificate shall not be charged if the statement appears in conjunction with the filing of the annual report.

9. Filing a certificate of election adopting the provisions of this chapter.

10. Filing an application to reserve a corporate name.

11. Filing a notice of transfer of a reserved corporate name.

12. Filing a name registration.

13. Filing any other statement or report authorized for filing under this chapter.

C. Fees shall be adjusted only in an amount that does not exceed the average increase in the cost of providing service. This shall be determined in an annual cost study performed by the Secretary. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.4.090.]

9.10.260 Miscellaneous fees.

The Tribe shall establish fees:

A. For furnishing a certified copy of any charter document or any other document, instrument, or paper relating to a corporation.

B. For furnishing a certificate, under seal, attesting to the status of a corporation or any other certificate.

C. For furnishing copies of any document, instrument or paper relating to a corporation.

D. At the time of any service of process on him or her as registered agent of a corporation an amount that may be recovered as taxable costs by the party to the suit. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.4.100.]

9.10.270 Disposition of fees.

Any money received by the Tribe under the provisions of this chapter shall be paid into the general fund. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.4.110.]

9.10.280 Meetings of members.

Meetings of members may be held at such place, either within or without this jurisdiction, as may be stated in or fixed in accordance with the bylaws. In the absence of any such provision, all meetings shall be held at the registered office of the corporation in this jurisdiction.

An annual meeting of the members shall be held at such time as may be stated in or fixed in accordance with the bylaws. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation.

Special meetings of the members may be called by the president or by the board of directors. Special meetings of the members may also be called by such other officers or persons or number or proportion of members as may be provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the number or proportion of members entitled to call a meeting, a special meeting of members may be called by members having one-twentieth of the votes entitled to be cast at such meeting.

Except as may be otherwise restricted by the articles of incorporation or the bylaws, members of the corporation may participate in a meeting of members 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. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.5.010.]

9.10.290 Notice of members’ meetings.

Written or printed notice stating the place, day and hour of the annual meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting. Notice of regular meetings other than annual shall be made by providing each member with the adopted schedule of regular meetings for the ensuing year at any time after the annual meeting and 10 days prior to the next succeeding regular meeting and at any time when requested by a member or by such other notice as may be prescribed by the bylaws. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.5.020.]

9.10.300 Voting.

The right of the members, or any class or classes of members, to vote may be limited, enlarged or denied to the extent specified in the articles of incorporation or the bylaws. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members.

A member may vote in person or, if so authorized by the articles of incorporation or the bylaws, may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy. Where directors or officers are to be elected by members, the bylaws may provide that such elections may be conducted by mail.

The articles of incorporation or the bylaws may provide that in all elections for directors every member entitled to vote shall have the right to cumulate his vote and to give one candidate a number of votes equal to his vote multiplied by the number of directors to be elected, or by distributing such votes on the same principle among any number of such candidates. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.5.030.]

9.10.310 Quorum.

The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, that shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding one-tenth of the votes entitled to be cast represented in person or by proxy shall constitute a quorum. The vote of a majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by this chapter, the articles of incorporation or the bylaws. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.5.040.]

9.10.320 Board of directors.

The affairs of a corporation shall be managed by a board of directors. Directors need not be residents of this jurisdiction or members of the corporation unless the articles of incorporation or the bylaws so require. The articles of incorporation or the bylaws may prescribe other qualifications for directors. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.5.050.]

9.10.330 Number and election or appointment of directors.

The board of directors of a corporation shall consist of one or more individuals. The number of directors shall be fixed by or in the manner provided in the articles of incorporation or the bylaws, 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 bylaws, but a decrease shall not have the effect of shortening the term of any incumbent director. In the absence of a bylaw providing for the number of directors, the number shall be the same as that provided for in 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 election of directors or for such other period as may be specified in the articles of incorporation or the bylaws. Thereafter, directors shall be elected or appointed in the manner and for the terms provided in the articles of incorporation or the bylaws. Directors may be divided into classes and the terms of office and manner of election or appointment need not be uniform. Each director shall hold office for the term for which the director is elected or appointed and until the director’s successor shall have been selected and qualified. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.5.060.]

9.10.340 Duties of a director.

A director shall perform the duties of a director, including the duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner such director believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:

A. One or more officers or employees of the corporation whom the director believes to be reliable and competent in the matter presented;

B. Counsel, public accountants, or other persons as to matters which the director believes to be within such person’s professional or expert competence; or

C. A committee of the board upon which the director does not serve, duly designated in accordance with a provision in the articles of incorporation or bylaws, as to matters within its designated authority, which committee the director believes to merit confidence; so long as, in any such case, the director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.5.070.]

9.10.350 Place and notice of directors’ meetings.

Meetings of the board of directors, regular or special, may be held either within or without this jurisdiction.

Regular meetings of the board of directors or of any committee designated by the board of directors may be held with or without notice as prescribed in the bylaws. Special meetings of the board of directors or any committee designated by the board of directors shall be held upon such notice as is prescribed in the bylaws. Attendance of a director or a committee member at a meeting shall constitute a waiver of notice of such meeting, except where a director or a committee member 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 by the board of directors need be specified in the notice or waiver of notice of such meeting unless required by the bylaws.

Except as may be otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated by the board of directors 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. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.5.080.]

9.10.360 Removal of directors.

The bylaws or articles of incorporation may contain a procedure for removal of directors. If the articles of incorporation or bylaws provide for the election of any director or directors by members, then in the absence of any provision regarding removal of directors:

A. Any director elected by members may be removed, with or without cause, by two-thirds of the votes cast by members having voting rights with regard to the election of any director, represented in person or by proxy at a meeting of members at which a quorum is present;

B. 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 that director’s removal would be sufficient to elect that director 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 or she is a part; and

C. Whenever the members of any class are entitled to elect one or more directors by the provisions of the articles of incorporation, the provisions of CTC 9.10.280 through 9.10.490 shall apply, in respect to the removal of a director or directors so elected, to the vote of the members of that class and not to the vote of the members as a whole. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.5.090.]

9.10.370 Judicial removal of directors.

A. The Tribal Court may remove a director of the corporation from office in a proceeding commenced by the corporation if the Court finds that (1) the director engaged in fraudulent or dishonest conduct with respect to the corporation, and (2) removal is in the best interest of the corporation.

B. The Court that removes a director may bar the director from reelection for a period prescribed by the Court. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.5.100.]

9.10.380 Vacancies.

Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining board of directors even though less than a quorum is present unless the articles of incorporation or the bylaws provide that a vacancy or directorship so created shall be filled in some other manner, in which case such provision shall control. A director elected or appointed, as the case may be, to fill a vacancy shall be elected or appointed for the unexpired term of his predecessor in office. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.5.110.]

9.10.390 Quorum of directors.

A majority of the number of directors fixed by, or in the manner provided in, the bylaws or in the absence of a bylaw fixing or providing for the number of directors, then of the number fixed by or in the manner provided in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or the bylaws; but in no event shall a quorum consist of less than one-third of the number of directors so fixed or stated. 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 this chapter, the articles of incorporation or the bylaws. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.5.120.]

9.10.400 Assent presumed – Procedures for dissent or abstention.

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 the director’s dissent or abstention shall be entered in the minutes of the meeting or unless the director shall file his or her written dissent or abstention to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent or abstention by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a director who voted in favor of such action. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.5.130.]

9.10.410 Greater voting requirements.

Whenever, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation require the vote or concurrence of a greater proportion of the members or directors, as the case may be, than required by this chapter with respect to such action, the provisions of the articles of incorporation shall control. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.5.140.]

9.10.420 Waiver of notice.

Whenever any notice is required to be given to any member or director of a corporation under the provisions of this chapter or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.5.150.]

9.10.430 Action by members or directors without a meeting.

Any action required by this chapter to be taken at a meeting of the members or directors of a corporation, or any action which may be taken at a meeting of the members or directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof, or all of the directors, as the case may be.

Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any articles or document filed with the Tribe under this chapter. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.5.160.]

9.10.440 Unauthorized assumption of corporate powers.

All persons who assume to act as a corporation without authority so to do shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.5.170.]

9.10.450 Committees.

If the articles of incorporation or the bylaws so provide, the board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in such resolution, in the articles of incorporation or in the bylaws of the corporation, shall have and exercise the authority of the board of directors in the management of the corporation; provided, that no such committee shall have the authority of the board of directors in reference to: amending, altering or repealing the bylaws; electing, appointing or removing any member of any such committee or any director or officer of the corporation; amending the articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, or exchange of all or substantially all of the property and assets of the corporation not in the ordinary course of business; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the corporation; or amending, altering or repealing any resolution of the board of directors that by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the board of directors or any individual director of any responsibility imposed upon it or him by law. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.5.180.]

9.10.460 Officers.

The officers of a corporation shall consist of a president, one or more vice presidents, a secretary, and a treasurer, each of whom shall be elected or appointed at such time and in such manner and for such terms as may be prescribed in the articles of incorporation or the bylaws. In the absence of any such provision, all officers shall be elected or appointed annually by the board of directors. If the articles or bylaws so provide, any two or more offices may be held by the same person, except the offices of president and secretary. Such other officers and assistant officers or 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 articles or bylaws.

The articles of incorporation or the bylaws may provide that any one or more officers of the corporation shall be ex officio members of the board of directors.

The officers of a corporation may be designated by such additional titles as may be provided in the articles of incorporation or the bylaws. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.5.190.]

9.10.470 Removal of officers.

Any officer elected or appointed may be removed by the persons authorized to elect or appoint such officer whenever in their judgment the best interests of the corporation will be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment of an officer or agent shall not of itself create contract rights. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.5.200.]

9.10.480 Records.

A. Each corporation shall keep at its registered office, its principal office in this jurisdiction, or at its secretary’s office if in this jurisdiction, the following:

1. Current articles and bylaws;

2. A record of members, including names, addresses, and classes of membership, if any;

3. Correct and adequate records of accounts and finances;

4. A record of officers’ and directors’ names and addresses;

5. Minutes of the proceedings of the members, if any, the board, and any minutes that may be maintained by committees of the board. Records may be written, or electronic if capable of being converted to writing.

B. The records shall be open at any reasonable time to inspection by any member of more than three months’ standing or a representative of more than five percent of the membership.

C. Cost of inspecting or copying shall be borne by such member except for costs for copies of articles or bylaws. Any such member must have a purpose for inspection reasonably related to membership interests. Use or sale of members’ lists by such member if obtained by inspection is prohibited.

D. The Tribal Court may order inspection and may appoint independent inspectors. Such member shall pay inspection costs unless the Court orders otherwise. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.5.210.]

9.10.490 Loans to directors and officers prohibited.

Unless authorized by an independent committee of the corporation, a corporation shall make no loans to its directors or officers. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.5.220.]

9.10.500 Filing of articles of incorporation.

A. The articles of incorporation shall be delivered to the Tribe. If the Tribe finds that the articles of incorporation conform to law, the Tribe shall, when all fees have been paid as in this chapter prescribed:

1. Endorse on the articles the word “Filed” and the effective date of the filing.

2. File the articles.

3. Issue a certificate of incorporation.

B. The certificate of incorporation together with an exact or conformed copy of the articles of incorporation will be returned to the incorporators or their representative. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.6.010.]

9.10.510 Effect of filing the articles of incorporation.

Upon the filing of the articles of incorporation, the corporate existence shall begin, and the certificate of incorporation shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this chapter, except as against the Tribe in a proceeding to cancel or revoke the certificate of incorporation or for involuntary or administrative dissolution. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.6.020.]

9.10.520 Organizational meetings.

After the issuance of the certificate of incorporation an organizational 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 a majority of the directors named in the articles of incorporation, for the purpose of adopting bylaws, electing officers and the transaction of such other business as may come before the meeting. The directors calling the meeting shall give at least three days’ notice thereof by mail to each director so named, which notice shall state the time and place of the meeting. Any action permitted to be taken at the organizational meeting of the directors may be taken without a meeting if each director signs an instrument stating the action so taken. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.6.030.]

9.10.530 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 are lawful under this chapter. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.6.040.]

9.10.540 Procedure to amend articles of incorporation.

Amendments to the articles of incorporation shall be made in the following manner:

A. Where there are members having voting rights with regard to the question, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. Written or printed notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member entitled to vote at such meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes that members present at such meeting or represented by proxy are entitled to cast.

B. Where there are no members, or no members having voting rights with regard to the question, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

Any number of amendments may be submitted and voted upon at any one meeting. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.6.050.]

9.10.550 Articles of amendment.

The articles of amendment shall be executed in duplicate by the corporation by an officer of the corporation, and shall set forth:

A. The name of the corporation.

B. The amendment so adopted.

C. Where there are members having voting rights, (1) a statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at such meeting, and that such amendment received at least two-thirds of the votes that members present at such meeting or represented by proxy were entitled to cast, or (2) a statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto.

D. Where there are no members, or no members having voting rights, a statement of such fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of the fact that such amendment received the vote of a majority of the directors in office. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.6.060.]

9.10.560 Filing of articles of amendment.

A. The articles of amendment shall be delivered to the Tribe. If the Tribe finds that the articles of amendment conform to law, the Tribe shall, when all fees have been paid as in this chapter prescribed:

1. Endorse on the articles the word “Filed,” and the effective date of the filing.

2. File the articles.

B. The exact or conformed copy of the articles of amendment bearing the filing endorsement affixed thereto by the Tribe shall be returned to the corporation or its representative. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.6.070.]

9.10.570 Effect of filing of articles of amendment.

Upon the filing of the articles of amendment by the Tribe, or on such later date, not more than 30 days subsequent to the filing thereof by the Tribe, as may be provided in the articles of amendment, 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 or against such corporation, or any pending action to which such corporation shall be a party, or the existing rights of persons other than members; and, in the event the corporate name shall be changed by amendment, no action brought by or against such corporation under its former name shall abate for that reason. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.6.080.]

9.10.580 Restated articles of incorporation.

A. A domestic corporation may at any time restate its articles of incorporation by a resolution adopted by the board of directors. A corporation may amend and restate in one resolution, but may not present the amendments and restatement for filing by the Secretary in a single document.

B. Upon the adoption of the resolution, restated articles of incorporation shall be executed in duplicate by the corporation by one of its officers. The restated articles shall set forth all of the operative provisions of the articles of incorporation together with a statement that the restated articles of incorporation correctly set forth without change the provisions of the articles of incorporation as amended and that the restated articles of incorporation supersede the original articles of incorporation and all amendments thereto.

C. The restated articles of incorporation shall be delivered to the Tribe. If the Tribe finds that the restated articles of incorporation conform to law, the Tribe shall, when all fees required by this title have been paid:

1. Endorse on the articles the word “Filed” and the date of the filing;

2. File the restated articles.

D. An exact or conformed copy of the restated articles of incorporation bearing the endorsement affixed thereto by the Tribe shall be returned to the corporation or its representative.

E. Upon the filing of the restated articles of incorporation by the Tribe, the restated articles of incorporation shall become effective and shall supersede the original articles of incorporation and all amendments thereto. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.6.090.]

9.10.590 Procedure for merger.

A. Any two or more domestic corporations subject to this chapter may merge into one of such corporations pursuant to a plan of merger approved in the manner provided in this chapter.

B. Each corporation shall adopt a plan of merger setting forth:

1. The names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation.

2. The terms and conditions of the proposed merger.

3. A statement of any changes in the articles of incorporation of the surviving corporation to be effected by such merger.

4. Such other provisions with respect to the proposed merger as are deemed necessary or desirable. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.7.010.]

9.10.600 Procedure for consolidation.

A. Any two or more domestic corporations subject to this chapter may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in this chapter.

B. Each corporation shall adopt a plan of consolidation setting forth:

1. The names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation.

2. The terms and conditions of the proposed consolidation.

3. With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under this chapter.

4. Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.7.020.]

9.10.610 Approval of merger or consolidation.

A plan of merger or consolidation shall be adopted in the following manner:

A. Where the members of any merging or consolidating corporation have voting rights with regard to the question, the board of directors of such corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. Written or printed notice setting forth the proposed plan or a summary thereof shall be given to each member entitled to vote at such meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed plan shall be adopted upon receiving at least two-thirds of the votes that members present at each such meeting or represented by proxy are entitled to cast.

B. Where any merging or consolidating corporation has no members, or no members having voting rights with regard to the question, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of such corporation upon receiving the vote of a majority of the directors in office.

C. After such approval, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.7.030.]

9.10.620 Articles of merger or consolidation.

A. Upon such approval, articles of merger or articles of consolidation shall be executed by each corporation by an officer of each corporation, and shall set forth:

1. The plan of merger or the plan of consolidation;

2. Where the members of any merging or consolidating corporation have voting rights, then as to each such corporation (a) a statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at such meeting, and that such plan received at least two-thirds of the votes which members present at such meeting or represented by proxy were entitled to cast, or (b) a statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto;

3. Where any merging or consolidating corporation has no members, or no members having voting rights, then as to each such corporation a statement of such fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that such plan received the vote of a majority of the directors in office.

B. The articles of merger or articles of consolidation shall be delivered to the Tribe. If the Tribe finds that such articles conform to law, the Tribe shall, when all fees have been paid as in this chapter prescribed:

1. Endorse on the articles of merger or consolidation the word “Filed,” and the date of the filing;

2. File the articles of merger or consolidation.

C. An exact or conformed copy of the articles of merger or articles of consolidation bearing the filing endorsement affixed thereto by the Tribe shall be returned to the surviving or new corporation, as the case may be, or its representative. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.7.040.]

9.10.630 Merger or consolidation – When effective.

A merger or consolidation shall become effective upon the filing of the articles of merger or articles of consolidation with the Tribe, or on such later date, not more than 30 days after the filing thereof with the Tribe, as shall be provided for in the plan. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.7.050.]

9.10.640 Merger or consolidation of domestic and foreign corporation.

One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner, if such merger or consolidation is permitted by the laws of the tribe, state, territory or country under which each such foreign corporation is organized:

A. Each domestic corporation shall comply with the provisions of this title with respect to the merger or consolidation, as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the jurisdiction under which it is organized.

B. If the surviving or new corporation in a merger or consolidation is to be governed by the laws of any other jurisdiction, it shall comply with the provisions of this title with respect to foreign corporations if it is to transact business in this jurisdiction, and in every case it shall file with the Tribe:

1. An agreement that it may be served with process in this jurisdiction in any proceeding for the enforcement of any obligation of any domestic corporation that is a party to the merger or consolidation and in any proceeding for the enforcement of the rights, if any, of a member of any such domestic corporation against the surviving or new corporation; and

2. An irrevocable appointment of the Tribe as its agent to accept service of process in any such proceeding.

C. The effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations, if the surviving or new corporation is to be governed by the laws of this Tribe. If the surviving or new corporation is to be governed by the laws of any other jurisdiction, the effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except as the laws of the other jurisdiction provide otherwise.

D. At any time prior to the effective date of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provision therefor, if any, set forth in the plan of merger or consolidation. In the event the merger or consolidation is abandoned, the parties thereto shall execute a notice of abandonment in triplicate signed by an officer for each corporation signing the notice. If the Tribe finds the notice conforms to law, the Tribe shall:

1. Endorse on each of the originals the word “Filed” and the date of the filing;

2. File one of the triplicate originals in the Tribe’s office; and

3. Issue the other triplicate originals to the respective parties or their representatives. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.7.060.]

9.10.650 Effect of merger or consolidation.

When such merger or consolidation has been effected:

A. The several corporations parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation.

B. The separate existence of all corporations parties to the plan of merger or consolidation, except the surviving or new corporation, shall cease.

C. Such surviving or new corporation shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under this chapter.

D. Such surviving or new corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, as well of a public as of a private nature, of each of the merging or consolidating corporations; and all property, real, personal and mixed, and all debts due on whatever account, and all other choices in action, and all and every other interest, of or belonging to or due to each of the corporations so merged or consolidated, shall be taken and deemed to be transferred to and vested in such single corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any of such corporations shall not revert or be in any way impaired by reason of such merger or consolidation.

E. Such surviving or new corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the corporations so merged or consolidated; and any claim existing or action or proceeding pending by or against any of such corporations may be prosecuted as if such merger or consolidation had not taken place, or such surviving or new corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any such corporation shall be impaired by such merger or consolidation.

F. In the case of a merger, the articles of incorporation of the surviving corporation shall be deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger; and, in the case of a consolidation, the statements set forth in the articles of consolidation and that are required or permitted to be set forth in the articles of incorporation of corporations organized under this chapter shall be deemed to be the articles of incorporation of the new corporation. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.7.070.]

9.10.660 Voluntary dissolution.

A. A corporation may dissolve and wind up its affairs in the following manner:

1. Where there are members having voting rights with regard to the question, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of such dissolution be submitted to a vote at a meeting of members having such voting rights, which may be either an annual or a special meeting. Written or printed notice stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of dissolving the corporation shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to dissolve the corporation shall be adopted upon receiving at least two-thirds of the votes that members present at such meeting or represented by proxy are entitled to cast.

2. Where there are no members, or no members having voting rights with regard to the question, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office.

B. Upon the adoption of such resolution by the members, or by the board of directors where there are no members or no members having voting rights, the corporation shall cease to conduct its affairs except in so far as may be necessary for the winding up thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the corporation, and to the Tribe, and shall proceed to collect its assets and apply and distribute them as provided in this chapter. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.8.010.]

9.10.670 Distribution of assets.

The assets of a corporation in the process of dissolution shall be applied and distributed as follows:

A. All liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefor;

B. Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements;

C. Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in this chapter;

D. Other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;

E. Any remaining assets may be distributed to such persons, societies, organizations or domestic or foreign corporations, whether for profit or not for profit, as may be specified in a plan of distribution adopted as provided in this chapter. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.8.020.]

9.10.680 Plan of distribution.

A. A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets for which this chapter requires a plan of distribution, in the following manner:

1. Where there are members having voting rights, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. Written or printed notice setting forth the proposed plan of distribution or a summary thereof shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. Such plan of distribution shall be adopted upon receiving at least two-thirds of the votes that members present at such meeting or represented by proxy are entitled to cast.

2. Where there are no members, or no members having voting rights, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving a vote of a majority of the directors in office.

B. If the plan of distribution includes assets received and held by the corporation, notice of the adoption of the proposed plan shall be submitted to the Office of Tribal Attorney (OTA) by registered or certified mail directed to its office on the Reservation at least 20 days prior to the meeting at which the proposed plan is to be adopted. No plan for the distribution of such assets may be adopted without the approval of the OTA, or the approval of a court of competent jurisdiction in a proceeding to which the OTA is made a party. In the event that an objection is not filed within 20 days after the date of mailing, the OTA’s approval shall be deemed to have been given. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.8.030.]

9.10.690 Revocation of voluntary dissolution proceedings.

A. A corporation may, at any time prior to the issuance of a certificate of dissolution by the Tribe, revoke the action theretofore taken to dissolve the corporation, in the following manner:

1. Where there are members having voting rights, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of such revocation be submitted to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. Written or printed notice stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of revoking the voluntary dissolution proceedings shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least two-thirds of the votes that members present at such meeting or represented by proxy are entitled to cast.

2. Where there are no members, or no members having voting rights, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

B. Upon the adoption of such resolution by the members, or by the board of directors where there are no members or no members having voting rights, the corporation may thereupon again conduct its affairs. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.8.040.]

9.10.700 Articles of dissolution.

If voluntary dissolution proceedings have not been revoked, then when all debts, liabilities and obligations of the corporation shall have been paid and discharged, or adequate provision shall have been made therefor, and all of the remaining property and assets of the corporation shall have been transferred, conveyed or distributed in accordance with the provisions of this chapter, articles of dissolution shall be executed in duplicate by the corporation by an officer of the corporation and shall set forth:

A. The name of the corporation.

B. Where there are members having voting rights, (1) a statement setting forth the date of the meeting of members at which the resolution to dissolve was adopted, that a quorum was present at such meeting, and that such resolution received at least two-thirds of the votes that members present at such meeting or represented by proxy were entitled to cast, or (2) a statement that such resolution was adopted by a consent in writing signed by all members entitled to vote with respect thereto.

C. Where there are no members, or no members having voting rights, a statement of such fact, the date of the meeting of the board of directors at which the resolution to dissolve was adopted and a statement of the fact that such resolution received the vote of a majority of the directors in office.

D. That all debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor.

E. A copy of a revenue clearance certificate.

F. That all the remaining property and assets of the corporation have been transferred, conveyed or distributed in accordance with the provisions of this chapter.

G. That there are no suits pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order or decree that may be entered against it in any pending suit. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.8.050.]

9.10.710 Filing of articles of dissolution.

A. Articles of dissolution shall be delivered to the Tribe. If the Tribe finds that such articles of dissolution conform to law, the Tribe shall, when all requirements have been met as in this chapter prescribed:

1. Endorse on the articles of dissolution the word “Filed,” and the effective date of the filing.

2. File the articles of dissolution.

B. The exact or conformed copy of the articles of dissolution, bearing the filing endorsement affixed thereto by the Tribe, shall be returned to the representative of the dissolved corporation. Upon the filing of such articles of dissolution the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by members, directors and officers as provided in this chapter. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.8.060.]

9.10.720 Involuntary dissolution.

A corporation may be dissolved involuntarily by a decree of the Court in an action filed by the Office of Tribal Attorney when it is established that:

A. The corporation procured its articles of incorporation through fraud; or

B. The corporation has continued to exceed or abuse the authority conferred upon it by law. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.8.070.]

9.10.730 Notification to OTA.

The Tribe shall certify, from time to time, the names of all corporations that have given cause for dissolution as provided in CTC 9.10.720, together with the facts pertinent thereto. Whenever the Tribe shall certify the name of a corporation to the OTA as having given any cause for dissolution, the Tribe shall concurrently mail to the corporation at its registered office a notice that such certification has been made. Upon the receipt of such certification, the OTA shall file an action in the name of the Tribe against such corporation for its dissolution. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.8.080.]

9.10.740 Venue and process.

Every action for the involuntary dissolution of a corporation shall be commenced by the OTA in the Tribal Court. Summons shall issue and be served as in other civil actions. If process is returned not found, the OTA shall cause publication to be made as in other civil cases in some newspaper published in the county where the registered office of the corporation is situated, containing a notice of the pendency of such action, the title of the Court, the title of the action, and the date on or after which default may be entered. The OTA may include in one notice the names of any number of corporations against which actions are then pending in the same court. The OTA shall cause a copy of such notice to be mailed to the corporation at its registered office within 10 days after the first publication thereof. The certificate of the OTA of the mailing of such notice shall be prima facie evidence thereof. Such notice shall be published at least once each week for two successive weeks, and the first publication thereof may begin at any time after the summons has been returned. Unless a corporation shall have been served with summons, no default shall be taken against it earlier than 30 days after the first publication of such notice. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.8.090.]

9.10.750 Jurisdiction of Court to liquidate assets and affairs of corporation.

A. The Tribal Court shall have full power to liquidate the assets and affairs of a corporation:

1. In an action by a member, director, or the OTA when it is made to appear:

a. That the directors are deadlocked in the management of the corporate affairs and that irreparable injury to the corporation is being suffered or is threatened by reason thereof, and either that the members are unable to break the deadlock or there are no members having voting rights; or

b. That the acts of the directors or those in control of the corporation are illegal, oppressive or fraudulent; or

c. That the corporate assets are being misapplied or wasted; or

d. That the corporation is unable to carry out its purposes.

2. In an action by a creditor:

a. When the claim of the creditor has been reduced to judgment and an execution thereon has been returned unsatisfied and it is established that the corporation is insolvent; or

b. When the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation is insolvent.

3. Upon application by a corporation to have its dissolution continued under the supervision of the Court.

4. When an action has been filed by the OTA to dissolve a corporation under the provisions of this chapter and it is established that liquidation of its affairs should precede the entry of a decree of dissolution.

B. Proceedings under subsections (A)(1), (A)(2), or (A)(3) of this section shall be brought in the Tribal Court.

C. It shall not be necessary to make directors or members parties to any such action or proceedings unless relief is sought against them personally. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.8.100.]

9.10.760 Procedure in liquidation of corporation by Court.

A. In proceedings to liquidate the assets and affairs of a corporation, the Court shall have the power to issue injunctions, to appoint a receiver or receivers pendente lite, with such powers and duties as the Court, from time to time, may direct, and to take such other proceedings as may be requisite to preserve the corporate assets wherever situated, and carry on the affairs of the corporation until a full hearing can be had.

B. After a hearing had upon such notice as the Court may direct to be given to all parties to the proceedings and to any other parties in interest designated by the Court, the Court may appoint a liquidating receiver or receivers with authority to collect the assets of the corporation. Such liquidating receiver or receivers shall have authority, subject to the order of the Court, to sell, convey and dispose of all or any part of the assets of the corporation wherever situated, either at public or private sale. The order appointing such liquidating receiver or receivers shall state their powers and duties. Such powers and duties may be increased or diminished at any time during the proceedings.

C. The assets of the corporation or the proceeds resulting from the sale, conveyance, or other disposition thereof shall be applied and distributed as follows:

1. All costs and expenses of the Court proceedings and all liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefor;

2. Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution or liquidation, shall be returned, transferred or conveyed in accordance with such requirements;

3. Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution or liquidation, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving or liquidating corporation as the Court may direct;

4. Other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;

5. Any remaining assets may be distributed to such persons, societies, organizations or domestic or foreign corporations, whether for profit or not for profit, specified in the plan of distribution adopted as provided in this chapter, or where no plan of distribution has been adopted, as the Court may direct.

D. The Court shall have power to allow, from time to time, as expenses of the liquidation compensation to the receiver or receivers and to attorneys in the proceeding, and to direct the payment thereof out of the assets of the corporation or the proceeds of any sale or disposition of such assets.

E. A receiver of a corporation appointed under the provisions of CTC 9.10.660 through 9.10.840 shall have authority to sue and defend in all courts in his own name as receiver of such corporation. The court appointing such receiver shall have exclusive jurisdiction of the corporation and its property, wherever situated. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.8.110.]

9.10.770 Qualification of receivers – Bond.

A receiver shall in all cases be a citizen of the United States or a corporation for profit authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in this jurisdiction, and shall in all cases give such bond as the Court may direct with such sureties as the Court may require. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.8.120.]

9.10.780 Filing of claims in liquidation proceedings.

In proceedings to liquidate the assets and affairs of a corporation the Court may require all creditors of the corporation to file with the Clerk of the Court or with the receiver, in such form as the Court may prescribe, proofs under oath of their respective claims. If the Court requires the filing of claims it shall fix a date, which shall be not less than four months from the date of the order, as the last day for the filing of claims, and shall prescribe the notice that shall be given to creditors and claimants of the date so fixed. Prior to the date so fixed, the Court may extend the time for the filing of claims. Creditors and claimants failing to file proofs of claim on or before the date so fixed may be barred, by order of court, from participating in the distribution of the assets of the corporation. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.8.130.]

9.10.790 Discontinuance of liquidation proceedings.

The liquidation of the assets and affairs of a corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In such event the Court shall dismiss the proceedings and direct the receiver to redeliver to the corporation all its remaining property and assets. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.8.140.]

9.10.800 Decree of involuntary dissolution.

In proceedings to liquidate the assets and affairs of a corporation, when the costs and expenses of such proceedings and all debts, obligations, and liabilities of the corporation shall have been paid and discharged and all of its remaining property and assets distributed in accordance with the provisions of this chapter, or in case its property and assets are not sufficient to satisfy and discharge such costs, expenses, debts, and obligations, and all the property and assets have been applied so far as they will go to their payment, the Court shall enter a decree dissolving the corporation, whereupon the existence of the corporation shall cease. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.8.150.]

9.10.810 Filing of decree of dissolution.

In case the Court shall enter a decree dissolving a corporation, it shall be the duty of the Court Clerk to cause a certified copy of the decree to be filed with the Tribe. No fee shall be charged by the Clerk for issuance or by the Tribe for the filing thereof. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.8.160.]

9.10.820 Survival of remedy after dissolution – Extension of duration of corporation.

The dissolution of a corporation either (A) by the filing and issuance of a certificate of dissolution, voluntary or administrative, by the Tribe, or (B) by a decree of court when the Court has not liquidated the assets and affairs of the corporation as provided in this chapter, or (C) by expiration of its period of duration, shall not take away or impair any remedy available to or against such corporation, its directors, officers, or members, for any right or claim existing, or any liability incurred, prior to such dissolution if action or other proceeding thereon is commenced within two years after the date of such dissolution. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors and officers shall have power to take such corporate or other action as shall be appropriate to protect such remedy, right or claim. If such corporation was dissolved by the expiration of its period of duration, such corporation may amend its articles of incorporation at any time during such period of two years after expiration so as to extend its period of duration. If, during the period of dissolution, another person or corporation has reserved or adopted a corporate name which is identical to or deceptively similar to the dissolved corporation’s name, the corporation extending its period of duration shall be required to adopt another name consistent with the requirements of this chapter and to amend its articles of incorporation accordingly. The corporation shall also pay to the Tribe all fees and penalties which would otherwise have been due if the corporate charter had not expired, plus a reinstatement fee as provided in this chapter. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.8.170.]

9.10.830 Administrative dissolution – Grounds – Notice – Reinstatement – Fee set by rule – Corporate name – Survival of actions.

A. A corporation shall be administratively dissolved by the Tribe upon the conditions prescribed in CTC 9.10.660 through 9.10.840 when the corporation:

1. Has failed to file or complete its annual report within the time required by law; or

2. Has failed for 30 days to appoint or maintain a registered agent in this jurisdiction; or

3. Has failed for 30 days, after change of its registered agent or registered office, to file in the office of the Tribe a statement of such change.

B. A corporation shall not be dissolved under 9.10.660 through 9.10.840 unless the Tribe has given the corporation not less than 60 days’ notice of its delinquency or omission, by first class mail, postage prepaid, addressed to the registered office, or, if there is no registered office, to the last known address of any officer or director as shown by the records of the Tribe, and unless the corporation has failed to correct the omission or delinquency before expiration of the 60-day period.

C. When a corporation has given cause for dissolution under CTC 9.10.660 through 9.10.840, and has failed to correct the delinquency or omission as provided in CTC 9.10.660 through 9.10.840, the Secretary shall dissolve the corporation by issuing a certificate of administrative dissolution containing a statement that the corporation has been dissolved and the date and reason for which it was dissolved. The original certificate of administrative dissolution shall be filed in the records of the Tribe, and a copy of the certificate shall forthwith be mailed to the corporation at its registered office or, if there is no registered office, to the last known address of the corporation or any officer, director, or incorporator of the corporation, as shown by the records of the Tribe. Upon the filing of the certificate of administrative dissolution, the existence of the corporation shall cease, except as otherwise provided in this chapter, and its name shall be available to and may be adopted by another corporation after the dissolution.

D. Any notice provided by the Tribe under CTC 9.10.660 through 9.10.840 shall be designed to clearly identify and warn the recipient of the contents thereof. A delinquency notice shall provide a succinct and readable description of the delinquency or omission, the date on which dissolution will occur, and the action necessary to cure the delinquency or omission prior to dissolution.

E. A corporation that has been dissolved by operation of CTC 9.10.660 through 9.10.840 may be reinstated within a period of three years following its administrative dissolution if it completes and files a current annual report for the reinstatement year or if it appoints or maintains a registered agent, or if it files with the Tribe a required statement of change of registered agent or registered office and in addition, if it pays a reinstatement fee as set by rule by the Secretary plus the full amount of all annual fees that would have been assessed for the years of administrative dissolution had the corporation been in active status, including the reinstatement year plus any penalties established by rule by the Tribe. If, during the period of dissolution, another person or corporation has reserved or adopted a corporate name which is identical to or deceptively similar to the dissolved corporation’s name, the dissolved corporation seeking reinstatement shall be required to adopt another name consistent with the requirements of this chapter and to amend its articles of incorporation accordingly. When a corporation has been dissolved by operation of CTC 9.10.660 through 9.10.840, remedies available to or against it shall survive in the manner provided in CTC 9.10.820 and the directors of the corporation shall hold the title to the property of the corporation as trustees for the benefit of its creditors and members. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.8.180.]

9.10.840 Reinstatement under certain circumstances – Request for relief.

The Tribe may, where exigent or mitigating circumstances are presented, reinstate to full active status any corporation previously in good standing which would otherwise be penalized or lose its active status. Any corporation desiring to seek relief under CTC 9.10.660 through this section shall, within 15 days of discovery by corporate officials of the missed filing or lapse, notify the Tribe in writing. The notification shall include the name and mailing address of the corporation, the corporate officer to whom correspondence should be sent, and a statement under oath by a responsible corporate officer, setting forth the nature of the missed filing or lapse, the circumstances giving rise to the missed filing or lapse, and the relief sought. Upon receipt of the notice, the Tribe shall investigate the circumstances of the missed filing or lapse. If the Tribe is satisfied that sufficient exigent or mitigating circumstances exist, that the corporation has demonstrated good faith and a reasonable attempt to comply with the applicable corporate license statutes of this Tribe, that disproportionate harm would occur to the corporation if relief were not granted, and that relief would not be contrary to the public interest expressed in this title, the Secretary may issue an order reinstating the corporation and specifying any terms and conditions of the relief. Reinstatement may relate back to the date of lapse or dissolution. If the Tribe determines the request does not comply with the requirements for relief, the Secretary shall issue an order denying the requested relief and stating the reasons for the denial. Any denial of relief by the Tribe is final and is not appealable. The Tribe shall keep records of all requests for relief and the disposition of the requests. The Tribe shall annually report to the legislature the number of relief requests received in the preceding year and a summary of the Secretary’s disposition of the requests. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.8.190.]

9.10.850 Admission of foreign corporation.

A. No foreign corporation shall have the right to conduct affairs in this jurisdiction until it shall have procured a certificate of authority so to do from the Tribe. No foreign corporation shall be entitled to procure a certificate of authority under this chapter to conduct in this jurisdiction the affairs that a corporation organized under this chapter is not permitted to conduct. A foreign corporation shall not be denied a certificate of authority by reason of the fact that the laws of the tribe, state, territory or country under which such corporation is organized governing its organization and internal affairs differ from the laws of this Tribe, and nothing in this chapter contained shall be construed to authorize this Tribe to regulate the organization or the internal affairs of such corporation.

B. Without excluding other activities which may not constitute conducting affairs in this jurisdiction, a foreign corporation shall not be considered to be conducting affairs in this jurisdiction, for the purposes of this chapter, by reason of conducting in this jurisdiction any one or more of the following activities:

1. Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes.

2. Holding meetings of its directors or members or carrying on other activities concerning its internal affairs.

3. Maintaining bank accounts.

4. Creating evidences of debt, mortgages or liens on real or personal property.

5. Securing or collecting debts due to it or enforcing any rights in property securing the same.

6. Effecting sales through independent contractors.

7. Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where such orders require acceptance without this Tribe before becoming binding contracts.

8. Creating as borrower or lender, or acquiring, indebtedness or mortgages or other security interests in real or personal property.

9. Securing or collecting debts or enforcing any rights in property securing the same.

10. Transacting any business in interstate commerce.

11. Conducting an isolated transaction completed within a period of 30 days and not in the course of a number of repeated transactions of like nature.

12. Operating an approved branch campus of a foreign degree-granting institution in accordance with CTC 9.10.860. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.9.010.]

9.10.860 Foreign degree-granting institution branch campus – Acts not deemed transacting business in this jurisdiction.

In addition to those acts that are specified in CTC 9.10.850(B)(1) through (B)(11), a foreign degree-granting institution that establishes an approved branch campus in this jurisdiction shall not be deemed to transact business in this jurisdiction solely because it:

A. Owns and controls an incorporated branch campus in this jurisdiction;

B. Pays the expenses of tuition, or room and board charged by the incorporated branch campus for its students enrolled at the branch campus or contributes to the capital thereof; or

C. Provides personnel who furnish assistance and counsel to its students while in this jurisdiction but who have no authority to enter into any transactions for or on behalf of the foreign degree-granting institution. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.9.020.]

9.10.870 Powers of foreign corporation.

A foreign corporation which shall have received a certificate of authority under this chapter shall, until a certificate of revocation or of withdrawal shall have been issued as provided in this chapter, enjoy the same, but no greater, rights and privileges as a domestic corporation organized for the purposes set forth in the application pursuant to which such certificate of authorization is issued; and, except as in this chapter otherwise provided, shall be subject to the same duties, restrictions, penalties and liabilities now or hereafter imposed upon a domestic corporation of like character. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.9.030.]

9.10.880 Corporate name of foreign corporation – Fictitious name.

No certificate of authority shall be issued to a foreign corporation unless the corporate name of such corporation complies with the provisions of CTC 9.10.170. However, a foreign corporation applying for a certificate of authority may file with the Tribe a resolution of its board of directors adopting a fictitious name for use in transacting business in this jurisdiction, if the fictitious name complies with CTC 9.10.170. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.9.040.]

9.10.890 Change of name by foreign corporation.

Whenever a foreign corporation that is authorized to conduct affairs in this jurisdiction shall change its name to one under which a certificate of authority would not be granted to it on application therefor, the certificate of authority of such corporation shall be suspended and it shall not thereafter conduct any affairs in this jurisdiction until it has changed its name to a name which is available to it under the laws of this Tribe or has otherwise complied with the provisions of this chapter. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.9.050.]

9.10.900 Application for certificate of authority.

A. A foreign corporation, in order to procure a certificate of authority to conduct affairs in this jurisdiction, shall make application therefor to the Tribe, which application shall set forth:

1. The name of the corporation and the tribe, state, territory or country under the laws of which it is incorporated.

2. If the name of the corporation contains the word “corporation,” “company,” “incorporated,” or “limited,” or contains an abbreviation of one of such words, then the name of the corporation that it elects for use in this jurisdiction.

3. The date of incorporation and the period of duration of the corporation.

4. The address of the principal office of the corporation.

5. A statement that a registered agent has been appointed and the name and address of such agent, and that a registered office exists and the address of such registered office is identical to that of the registered agent.

6. The purpose or purposes of the corporation which it proposes to pursue in conducting its affairs in this jurisdiction.

7. The names and respective addresses of the directors and officers of the corporation.

8. Such additional information as may be necessary or appropriate in order to enable the Tribe to determine whether such corporation is entitled to a certificate of authority to conduct affairs in this jurisdiction.

B. The application shall be made in the form prescribed by the Tribe and shall be executed by the corporation by one of its officers.

C. The application shall be accompanied by a certificate of good standing which has been issued no more than 60 days before the date of filing of the application for a certificate of authority to do business in this jurisdiction and has been certified by the proper officer of the tribe, state, territory or country under the laws of which the corporation is incorporated. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.9.060.]

9.10.910 Filing of application for certificate of authority.

A. The application of the corporation for a certificate of authority shall be delivered to the Tribe.

B. If the Tribe finds that such application conforms to law, the Tribe shall, when all fees have been paid as in this chapter prescribed:

1. Endorse on each of such documents the word “Filed,” and the date of the filing.

2. File the application and the copy of the articles of incorporation and amendments thereto.

3. Issue a certificate of authority to conduct affairs in this jurisdiction.

C. An exact or conformed copy of the application bearing the filing endorsement affixed thereto by the Tribe shall be returned to the corporation or its representative. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.9.070.]

9.10.920 Effect of certificate of authority.

Upon the filing of the application for certificate of authority by the Tribe, the corporation shall be authorized to conduct affairs in this jurisdiction for those purposes set forth in its application, subject, however, to the right of this Tribe to suspend or to revoke such authority as provided in this chapter. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.9.080.]

9.10.930 Amended certificate of authority.

A foreign corporation authorized to conduct affairs in this jurisdiction shall procure an amended certificate of authority in the event it changes its corporate name, or desires to pursue in this jurisdiction other or additional purposes than those set forth in its prior application for a certificate of authority, by making application therefor to the Tribe.

The requirements in respect to the form and contents of such application, the manner of its execution, the filing of duplicate originals thereof with the Tribe, the issuance of an amended certificate of authority and the effect thereof, shall be the same as in the case of an original application for a certificate of authority. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.9.090.]

9.10.940 Conducting affairs without certificate of authority.

No foreign corporation which is conducting affairs in this jurisdiction without a certificate of authority shall be permitted to maintain any action, suit or proceeding in any court of this Tribe until such corporation shall have obtained a certificate of authority. Nor shall any action, suit or proceeding be maintained in any court of this Tribe by any successor or assignee of such corporation on any right, claim or demand arising out of the conduct of affairs by such corporation in this jurisdiction, until a certificate of authority shall have been obtained by such corporation or by a corporation that has acquired all or substantially all of its assets.

The failure of a foreign corporation to obtain a certificate of authority to conduct affairs in this jurisdiction shall not impair the validity of any contract or act of such corporation, and shall not prevent such corporation from defending any action, suit or proceeding in the Tribal Court.

A foreign corporation which transacts business in this jurisdiction without a certificate of authority shall be liable to this Tribe, for the years or parts thereof during which it transacted business in this jurisdiction without a certificate of authority, in an amount equal to all fees which would have been imposed by this chapter upon such corporation had it duly applied for and received a certificate of authority to transact business in this jurisdiction as required by this chapter and thereafter filed all reports required by this chapter, plus all penalties imposed by this chapter for failure to pay such fees. The OTA shall bring proceedings to recover all amounts due to the Tribe under the provisions of CTC 9.10.850 through 9.10.1040. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.9.100.]

9.10.950 Registered office and registered agent of foreign corporation.

A. Each foreign corporation authorized to conduct affairs in this jurisdiction shall have and continuously maintain in this jurisdiction:

1. A registered office which may be, but need not be, the same as its principal office. The registered office shall be at a specific geographic location in this jurisdiction and be identified by number, if any, and street, or building address or rural route, or, if a commonly known street or rural route address does not exist, by legal description. A registered office may not be identified by post office box number or other nongeographic address. For purposes of communicating by mail, the Tribe may permit the use of a post office address in conjunction with the registered office address if the corporation also maintains on file the specific geographic address of the registered office where personal service of process may be made.

2. A registered agent, which agent may be either an individual resident in this jurisdiction whose business office is identical with such registered office, or a domestic corporation, whether for profit or not for profit, or a foreign corporation, whether for profit or not for profit, authorized to transact business or conduct affairs in this jurisdiction, having an office identical with such registered office. A registered agent shall not be appointed without having given prior written consent to the appointment. The written consent shall be filed with the Tribe in such form as the Secretary may prescribe. The written consent shall be filed with or as a part of the document first appointing a registered agent. In the event any individual or corporation has been appointed agent without consent, that person or corporation may file a notarized statement attesting to that fact, and the name shall forthwith be removed from the records of the Tribe.

B. No foreign corporation authorized to transact business in this jurisdiction may be permitted to maintain any action in any court in this jurisdiction until the corporation complies with the requirements of CTC 9.10.850 through 9.10.1040. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.9.110.]

9.10.960 Change of registered office or registered agent of foreign corporation.

A. A foreign corporation authorized to conduct affairs in this jurisdiction may change its registered office or change its registered agent, or both, upon filing in the office of the Tribe in a form approved by the Tribe a statement setting forth:

1. The name of the corporation.

2. If the current registered office is to be changed, the street address to which the registered office is to be changed.

3. If the current registered agent is to be changed, the name of the new registered agent.

4. That the address of its registered office and the address of the office of its registered agent, as changed, will be identical.

B. Such statement shall be executed by the corporation by an officer of the corporation, and delivered to the Tribe, together with a written consent of the registered agent to his or its appointment, if applicable. If the Tribe finds that such statement conforms to the provisions of this chapter, the Tribe shall endorse thereon the word “Filed,” and the month, day, and year of the filing thereof, and file the statement. 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 upon filing unless a later date is specified.

C. Any registered agent in this jurisdiction appointed by a foreign corporation may resign as such agent upon filing a written notice thereof, executed in duplicate, with the Tribe who shall forthwith mail a copy thereof to the secretary of the foreign corporation at its principal office as shown by its most recent annual report. The appointment of such agent shall terminate upon the expiration of 30 days after receipt of such notice by the Tribe.

D. If a registered agent changes his business address to another place within this jurisdiction, the registered agent may change such address and the address of the registered office of any corporation of which the registered agent is a registered agent by filing a statement as required by this section, except that it need be signed only by the registered agent, it need not be responsive to subsection C of this section, and it must recite that a copy of the statement has been mailed to the corporation. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.9.120.]

9.10.970 Service on foreign corporation.

The registered agent so appointed by a foreign corporation authorized to conduct affairs in this jurisdiction 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 foreign corporation authorized to conduct affairs in this jurisdiction shall fail to appoint or maintain a registered agent in this jurisdiction, or whenever any such registered agent cannot with reasonable diligence be found at the registered office, or whenever the certificate of authority of a foreign corporation shall be suspended or revoked, then the Tribe shall be an agent of such corporation upon whom any such process, notice, or demand may be served. Service on the Tribe of any such process, notice, or demand shall be made by delivering to and leaving with the Tribe, or with any duly authorized clerk of the Corporation Department of the Tribe’s office, duplicate copies of such process, notice or demand. In the event any such process, notice or demand is served on the Tribe, the Tribe shall immediately cause one of such copies thereof to be forwarded by certified mail, addressed to the secretary of the corporation as shown on the records of the Tribe. Any service so had on the Tribe shall be returnable in not less than 30 days.

The Tribe shall keep a record of all processes, notices and demands served upon the Tribe under CTC 9.10.850 through 9.10.1040, 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. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.9.130.]

9.10.980 Merger of foreign corporation authorized to conduct affairs in this jurisdiction.

Whenever a foreign corporation authorized to conduct affairs in this jurisdiction shall be a party to a statutory merger permitted by the laws of the tribe, state, territory or country under the laws of which it is incorporated, and such corporation shall be the surviving corporation, it shall not be necessary for such corporation to procure either a new or amended certificate of authority to conduct affairs in this jurisdiction unless the name of such corporation be changed thereby or unless the corporation desires to pursue in this jurisdiction other or additional purposes than those which it is then authorized to pursue in this jurisdiction. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.9.140.]

9.10.990 Withdrawal of foreign corporation.

A. A foreign corporation authorized to conduct affairs in this jurisdiction may withdraw from this jurisdiction upon procuring from the Tribe a certificate of withdrawal. In order to procure such certificate of withdrawal, such foreign corporation shall deliver to the Tribe an application for withdrawal, which shall set forth:

1. The name of the corporation and the tribe, state, territory or country under the laws of which it is incorporated.

2. That the corporation is not conducting affairs in this jurisdiction.

3. That the corporation surrenders its authority to conduct affairs in this jurisdiction.

4. That the corporation revokes the authority of its registered agent in this jurisdiction to accept service of process and consents that service of process in any action, suit or proceeding based upon any cause of action arising in this jurisdiction during the time the corporation was authorized to conduct affairs in this jurisdiction may thereafter be made on such corporation by service thereof on the Tribe.

5. A copy of a revenue clearance certificate.

6. A post office address to which the Tribe may mail a copy of any process against the corporation that may be served on the Tribe.

B. The application for withdrawal shall be made on forms prescribed and furnished by the Tribe and shall be executed by the corporation by an officer of the corporation, or, if the corporation is in the hands of a receiver or trustee, shall be executed on behalf of the corporation by such receiver or trustee. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.9.150.]

9.10.1000 Filing of application for withdrawal.

A. An application for withdrawal shall be delivered to the Tribe. If the Tribe finds that such application conforms to the provisions of this chapter, the Tribe shall, when all requirements have been met as in this chapter prescribed:

1. Endorse on the application the word “Filed,” and the effective date of the filing.

2. File the application for withdrawal.

B. An exact or conformed copy of the application for withdrawal bearing the filing endorsement affixed thereto by the Tribe shall be returned to the corporation or its representative. Upon the filing of such application of withdrawal, the authority of the corporation to conduct affairs in this jurisdiction shall cease. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.9.160.]

9.10.1010 Revocation of certificate of authority – Notice.

A. The certificate of authority of a foreign corporation to conduct affairs in this jurisdiction shall be revoked by the Tribe upon the conditions prescribed in CTC 9.10.850 through 9.10.1040 when:

1. The corporation has failed to file its annual report within the time required by this chapter, or has failed to pay any fees or penalties prescribed by this chapter when they have become due and payable; or

2. The corporation has failed for 30 days to appoint and maintain a registered agent in this jurisdiction as required by this chapter; or

3. The corporation has failed, for 30 days after change of its registered agent or registered office, to file in the office of the Tribe a statement of such change as required by this chapter; or

4. The corporation has continued to exceed or abuse the authority conferred upon it by this chapter; or

5. A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by such corporation pursuant to this chapter.

B. Prior to revoking a certificate of authority under subsection (A)(1) of this section, the Tribe shall give the corporation written notice of the corporation’s delinquency or omission by first class mail, postage prepaid, addressed to the corporation’s registered agent. If, according to the records of the Tribe, the corporation does not have a registered agent, the notice may be given by mail addressed to the corporation at its last known address or at the address of any officer or director of the corporation, as shown by the records of the Tribe. Notice is deemed to have been given five days after the date deposited in the United States mail, correctly addressed, and with correct postage affixed. The notice shall inform the corporation that its certificate of authority shall be revoked at the expiration of 60 days following the date the notice had been deemed to have been given, unless it corrects the delinquency or omission within the 60-day period.

C. Any notice provided by the Tribe under CTC 9.10.850 through 9.10.1040 shall be designed to clearly identify and warn the recipient of the contents thereof. A delinquency notice shall provide a succinct and readable description of the delinquency or omission, the date on which dissolution will occur, and the action necessary to cure the delinquency or omission prior to dissolution.

D. The OTA may take such action regarding revocation of a certificate of authority as is provided by CTC 9.10.720 for the dissolution of a domestic corporation. The procedures of CTC 9.10.720 shall apply to any action under this section. The Clerk of the Tribal Court entering a decree of revocation of a certificate of authority shall file a certified copy, without cost or filing fee, with the office of the Tribe. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.9.170.]

9.10.1020 Issuance of certificate of revocation.

A. Upon revoking any certificate of authority under CTC 9.10.1010, the Tribe shall:

1. Issue a certificate of revocation in duplicate.

2. File one of such certificates in the Tribe’s office.

3. Mail the other duplicate certificate to such corporation at its registered office in this jurisdiction or, if there is no registered office in this jurisdiction, to the corporation at the last known address of any officer or director of the corporation, as shown by the records of the Tribe.

B. Upon the filing of such certificate of revocation, the authority of the corporation to conduct affairs in this jurisdiction shall cease. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.9.180.]

9.10.1030 Foreign corporations – Application for reinstatement.

A. A corporation revoked under CTC 9.10.1010 may apply to the Tribe for reinstatement within three years after the effective date of revocation. An application filed within such three-year period may be amended or supplemented and any such amendment or supplement shall be effective as of the date of original filing. The application filed under this section shall be filed under and by authority of an officer of the corporation.

B. The application shall:

1. State the name of the corporation and, if applicable, the name the corporation had elected to use in this jurisdiction at the time of revocation, and the effective date of its revocation;

2. Provide an explanation to show that the grounds for revocation either did not exist or have been eliminated;

3. State the name of the corporation at the time of reinstatement;

4. Appoint a registered agent and state the registered office address under CTC 9.10.950; and

5. Be accompanied by payment of applicable fees and penalties.

C. If the Tribe determines that the application conforms to law, and that all applicable fees have been paid, the Tribe shall cancel the certificate of revocation, prepare and file a certificate of reinstatement, and mail a copy of the certificate of reinstatement to the corporation.

D. Reinstatement under this section relates back to and takes effect as of the date of revocation. The corporate authority shall be deemed to have continued without interruption from that date.

E. In the event the application for reinstatement states a corporate name that the Tribe finds to be contrary to the requirements of CTC 9.10.170, the application, amended application, or supplemental application shall be amended to adopt another corporate name which is in compliance with CTC 9.10.170. In the event the reinstatement application so adopts a new corporate name for use in this jurisdiction, the application for authority shall be deemed to have been amended to change the corporation’s name to the name so adopted for use in this jurisdiction, effective as of the effective date of the certificate of reinstatement. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.9.190.]

9.10.1040 Foreign corporations – Fees for application for reinstatement – Filing current annual report – Penalties established by rule.

A. An application processing fee as provided in CTC 9.10.260 shall be charged for an application for reinstatement under CTC 9.10.1030.

B. An application processing fee as provided in CTC 9.10.260 shall be charged for each amendment or supplement to an application for reinstatement.

C. The corporation seeking reinstatement shall file a current annual report and pay the full amount of all annual corporation fees which would have been assessed for the years of the period of administrative revocation, had the corporation been in active status, including the reinstatement year, plus any penalties as established by the Tribe. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.9.200.]

9.10.1050 Power and authority of the Tribe.

The Tribe shall have the power and authority reasonably necessary for the efficient and effective administration of this chapter. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.10.010.]

9.10.1060 Interrogatories by the Tribe.

The Tribe may propound to any corporation, domestic or foreign, subject to the provisions of this chapter, and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enable the Tribe to ascertain whether such corporation has complied with all the provisions of this chapter applicable to such corporation. Such interrogatories shall be answered within 30 days after the mailing thereof, or within such additional time as shall be fixed by the Tribe, and the answers thereto shall be full and complete and shall be made in writing and under oath. If such interrogatories be directed to an individual they shall be answered by him, and if directed to a corporation they shall be answered by the president, vice president, secretary or assistant secretary thereof. The Tribe need not file any document to which such interrogatories relate until such interrogatories are answered as herein provided, and not then if the answers thereto disclose that such document is not in conformity with the provisions of this chapter. The Tribe shall certify to the OTA, for such action as the OTA may deem appropriate, all interrogatories and answers thereto which disclose a violation of any of the provisions of this chapter. [Res. 2016-17; Res. 2011-020; Res. 2007-138. Prior code § 6.2.10.020.]

9.10.1070 Confidential nature of information disclosed by interrogatories.

Interrogatories propounded by the Tribe and the answers thereto shall not be open to public inspection nor shall the Tribe disclose any facts or information obtained therefrom except in so far as the Tribe’s official duty may require the same to be made public or in the event such interrogatories or the answers thereto are required for evidence in any proceedings or in any other action. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.10.030.]

9.10.1080 Penalties imposed upon corporation.

Each corporation, domestic or foreign, that fails or refuses to answer truthfully and fully within the time prescribed by this chapter interrogatories propounded by the Tribe in accordance with the provisions of this chapter shall be deemed to be guilty of a misdemeanor and upon conviction thereof may be fined in any amount not exceeding $500.00. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.10.040.]

9.10.1090 Penalties imposed upon directors and officers.

Each director and officer of a corporation, domestic or foreign, who fails or refuses within the time prescribed by this chapter to answer truthfully and fully interrogatories propounded to him by the Tribe in accordance with the provisions of this chapter, or who signs any articles, statement, report, application or other document filed with the Tribe which is known to such officer or director to be false in any material respect, shall be deemed to be guilty of a misdemeanor, and upon conviction thereof may be fined in any amount not exceeding $500.00. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.10.050.]

9.10.1100 Appeal from disapproval of the Tribe.

If the Tribe shall fail to approve any articles of incorporation, amendment, merger, consolidation or dissolution, or any other document required by this chapter to be approved by the Tribe before the same shall be filed in his or her office, the Tribe shall give written notice of disapproval to the person or corporation, domestic or foreign, delivering the same, specifying the reasons therefor. Within 30 days from such disapproval such person or corporation may appeal to the Tribal Court. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.10.060.]

9.10.1110 Certificates and certified copies to be received in evidence.

All certificates issued by the Tribe in accordance with the provisions of this chapter, and all copies of documents filed in the office of the Tribe in accordance with the provisions of this chapter when certified by the Tribe under the seal of the Tribe, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts therein stated. A certificate by the Tribe under the seal of this Tribe, as to the existence or nonexistence of the facts relating to corporations which would not appear from a certified copy of any of the foregoing documents or certificates shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the existence or nonexistence of the facts therein stated. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.10.070.]

9.10.1120 Public benefit nonprofit corporation designation established.

There is hereby established the special designation “public benefit not for profit corporation” or “public benefit nonprofit corporation.” A corporation may be designated as a public benefit nonprofit corporation if it meets the following requirements:

A. The corporation complies with the provisions of this chapter; and

B. The corporation holds a current tax exempt status as provided under 26 U.S.C. Section 501(c)(3) or is not required to apply for its tax exempt status under 26 U.S.C. Section 501(c)(3). [Res. 2011-020; Res. 2007-138. Prior code § 6.2.11.010.]

9.10.1130 Public benefit nonprofit corporations – Temporary designation.

A temporary designation as a public benefit nonprofit corporation may be provided to a corporation that has applied for tax exempt status under 26 U.S.C. Section 501(c)(3). The temporary designation is valid for up to one year and may be renewed at the discretion of the Secretary. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.11.020.]

9.10.1140 Public benefit nonprofit corporations – Application.

The Secretary shall develop an application process for new and existing corporations to apply for public benefit nonprofit corporation status. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.11.030.]

9.10.1150 Public benefit nonprofit corporations – Renewal.

The designation “public benefit nonprofit corporation” shall be renewed annually. The Secretary may schedule renewals in conjunction with existing corporate renewals. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.11.040.]

9.10.1160 Public benefit nonprofit corporations – Fees.

The Secretary may establish fees to cover the cost of renewals. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.11.050.]

9.10.1170 Public benefit nonprofit corporations – Removal of status.

The Secretary may remove a corporation’s public benefit nonprofit corporation designation if it does not comply with the provisions of this chapter or does not maintain its exempt status under 26 U.S.C. Section 501(c)(3). The Secretary in removing a corporation’s public benefit nonprofit corporation status shall comply with administrative procedures provided by this chapter. [Res. 2011-020; Res. 2007-138. Prior code § 6.2.11.060.]