Ho-Chunk, Inc. Corporate Code

Corporate Code

Abstract:

Chartered under the laws of the Winnebago Tribe and wholly owned by the tribe, Ho-Chunk Inc. (HCI) was launched in 1994 to diversify the Tribe's business interests while maintaining a separation between business and tribal government. HCI has a simple mission: to use the Tribe's various economic and legal advantages to develop and operate successfully tribally owned businesses and to provide jobs and opportunities for tribal members.

Author: Ho-Chunk, Inc.
Publication Date: 1994
Source: Winnebago, NE: Ho-Chunk, Inc.
Contact Info: Lance G. MorganPresident and CEO, Ho-Chunk, Inc.(402) 878-2809

Full Text:

TITLE 11

BUSINESS CORPORATION CODE

11-001 Citation.
__________

DEFINITIONS

11-011 Definitions.

__________

APPLICATION

11-021 Repeal of previous business 11-081 Sovereign immunity of Tribe not
Corporation Code. waived
11-041 Reservation of right.
11-061 Corporations wholly owned by Tribe.

__________

INCORPORATION; ARTICLES

11-101 Purposes. 11-135 Procedure for amendment after
11-105 Incorporators. issuance of shares
11-111 Articles. 11-137 Class or series voting on
11-115 Corporate name. amendments.
11-117 Reserved name. 11-139 Articles of amendment.
11-121 Registered office; registered 11-141 Effect of amendment.
agent. 11-151 Filing articles.
11-123 Change of registered office 11-153 Effective date of articles.
or registered agent; change 11-155 Presumption; certificate of
of name of registered agent. incorporation.
11-131 Amendment of articles.
11-133 Procedure for amendment before
issuance of shares.

__________

POWERS

11-161 Powers. 11-165 Effect of lack of power; ultra
11-163 Corporate seal. vires.

__________

ORGANIZATION; BYLAWS

11-171 Organization. 11-181 Bylaws.
__________

BOARD

11-201 Board. 11-225 Vacancies.
11-203 Number. 11-231 Board meetings.
11-205 Qualifications; election. 11-233 Absent directors.
11-207 Terms. 11-235 Quorum.
11-209 Acts not void or voidable. 11-237 Act of the board.
11-211 Compensation. 11-239 Action without meeting.
11-213 Classification of directors. 11-241 Committees.
11-215 Cumulative voting for directors. 11-251 Standard of conduct.
11-221 Resignation. 11-255 Director conflicts of interest.
11-223 Removal of directors.

__________

OFFICERS

11-301 Officers required. 11-331 Contract rights.
11-305 Duties of required officers. 11-341 Resignation; removal;
11-311 Other officers. vacancies.
11-315 Multiple offices. 11-351 Delegation.
11-321 Officers deemed elected. 11-361 Standard of conduct.

__________

SHARES; SHAREHOLDERS

11-401 Authorized shares. 11-435 Notice.
11-402 Share dividends, divisions, 11-436 Electronic communications.
and combinations. 11-437 Act of the shareholders.
11-403 Subscriptions for shares. 11-441 Action without a meeting.
11-405 Consideration for shares; value 11-443 Quorum.
and payment; liability. 11-445 Voting rights.
11-409 Rights to purchase. 11-447 Voting of shares by
11-413 Preemptive rights. organizations and legal
11-417 Share certificates, issuance and representatives.
contents; uncertificated shares. 11-449 Proxies.
11-419 Lost share certificates; 11-453 Voting trusts.
replacement. 11-455 Shareholder voting agreements.
11-423 Fractional shares. 11-457 Shareholder control agreements.
11-425 Liability of subscribers and 11-461 Books and records; inspection.
shareholders with respect to 11-463 Financial statements.
shares. 11-467 Equitable remedies.
11-429 Restriction on transfer or 11-471 Rights of dissenting
registration of securities. shareholders.
11-431 Regular meetings of shareholders. 11-473 Procedures for asserting
11-433 Special meetings of shareholders. dissentersÆ rights.

__________

LOANS; OBLIGATIONS; DISTRIBUTIONS

11-501 Loans; guarantees; suretyship. 11-557 Liability of shareholders for
11-505 Advances. illegal distributions.
11-521 Indemnification. 11-559 Liability of directors for
11-551 Distributions. illegal distributions.
11-553 Power to acquire shares.

__________

MERGER, EXCHANGE, TRANSFER

11-601 Merger, exchange, transfer. 11-641 Effective date of merger or
11-611 Plan of merger or exchange. exchange; effect.
11-613 Plan approval. 11-651 Merger or exchange with foreign
11-615 Articles of merger or exchange; corporation.
certificate. 11-661 Transfer of assets; when
11-621 Merger of subsidiary. permitted.
11-631 Abandonment.

__________

DISSOLUTION

11-701 Methods of dissolution. 11-753 Procedure in involuntary or
11-711 Voluntary dissolution by supervised voluntary
incorporators. dissolution.
11-721 Voluntary dissolution by 11-755 Qualifications of receivers;
shareholders. powers.
11-723 Filing notice of intent to 11-757 Action by Tribal Council.
dissolve; effect. 11-759 Filing claims in proceedings to
11-725 Procedure in dissolution. dissolve.
11-727 Dissolution procedure for 11-761 Discontinuance of dissolution
corporations that give proceedings.
notice to creditors and 11-763 Decree of dissolution.
claimants. 11-765 Filing decree.
11-7291 Dissolution procedure for 11-771 Deposit with Tribal Treasurer
corporation that do not of amount due certain
give notice. shareholders.
11-731 Revocation of dissolution 11-781 Claims barred; exceptions.
proceedings 11-783 Right to sue or defend after
11-734 Effective date of dissolution; dissolution.
certificate. 11-791 Omitted assets.
11-741 Supervised voluntary dissolution.
11-751 Judicial intervention; equitable
remedies or dissolution.

__________

EXTENSION

11-801 Extension after duration expired. 11-805 Effect of extension.
__________

CORPORATE REGISTRATION

11-821 Winnebago Tribal corporate registration.

__________

ACTIONS AGAINST CORPORATIONS

11-901 Service of process on 11-917 Court action; remedies and
corporation. penalties.

__________

CORPORATIONS WHOLLY OWNED BY THE TRIBE

11-1001 Scope. 11-1022 Liability of Tribe as
11-1002 Application. shareholder.
11-1003 Special powers, privileges and 11-1023 Shareholder meetings.
immunities of corporations 11-1030 Assets, distribution of
wholly owned by the Tribe. income.
11-1010 Board. 11-1091 Voluntary dissolution by
11-1021 Shares in corporations wholly incorporators.
owned by the Tribe; shareholders;
voting.

__________

EFFECTIVE DATE AND AUTHORITY

11-1101 Severability; effect of invalidity 11-1113 Authority.
of part of this Code. 11-1117 No impairment of contracts.
11-1111 Effective date.

BUSINESS CORPORATION CODE

Summary of Contents

Part Page Number
CITATION 1
DEFINITIONS 1
APPLICATION 5
INCORPORATION; ARTICLES 5
POWERS 13
ORGANIZATION; BYLAWS 15
BOARD 16
OFFICERS 22
SHARES; SHAREHOLDERS 24
LOANS; OBLIGATIONS; DISTRIBUTIONS 42
MERGER, EXCHANGE, TRANSFER 48
DISSOLUTION 53
EXTENSION 61
CORPORATE REGISTRATION 62
ACTIONS AGAINST CORPORATIONS 63
CORPORATIONS WHOLLY OWNED BY THE TRIBE 64
EFFECTIVE DATE AND AUTHORITY 67

TITLE 11
WINNEBAGO TRIBE OF NEBRASKA
Business Corporation Code

TITLE 11

BUSINESS CORPORATION CODE

11-001 Citation.
__________

11-001 CITATION.

This Code shall be known as the Winnebago Tribe of Nebraska Business Corporation Code. [TCR 94-124]

DEFINITIONS

11-011 Definitions.

__________

11-011 DEFINITIONS.

For the purpose of this Code, unless the language or context clearly indicates that a different meaning is intended, the words, terms and phrases defined in this section have the meanings given to them.

Acquiring corporation. "Acquiring corporation" means the tribal or foreign corporation that acquires the shares of a corporation in an exchange.

Address. "Address" means mailing address, including a zip code. In the case of a registered office or principal executive office, the term means the mailing address and the actual office location which shall not be a post office box.

Articles. "Articles" means, in the case of a corporation incorporated under or governed by this Code, articles of incorporation, articles of amendment, a resolution of election to become governed by this Code, a statement of change of registered office, registered agent, or name of registered agent, a statement establishing or fixing the rights and preferences of a class or series of shares, a statement of cancellation of authorized shares, articles of merger, articles of abandonment, and articles of dissolution. In the case of a foreign corporation, the term includes all documents serving a similar function required to be filed with the Tribal Secretary or other officer of the Tribe.

Board. "Board" means the board of directors of a corporation.

Class. "Class" when used with reference to shares, means a category of shares that differs in designation or one or more rights or preferences from another category of shares of the corporation.

Closely held corporation. "Closely held corporation" means a corporation which does not have more than 35 shareholders.

Constituent corporation. "Constituent corporation" means a tribal or foreign corporation that is a party to a merger or exchange.

Corporation. "Corporation" means a corporation, other than a foreign corporation, organized for profit and incorporated under or governed by this Code.

Court. "Court" means the Winnebago Tribal Court.

Director. "Director" means a member of the board.

Distribution. "Distribution" means a direct or indirect transfer of money or other property, other than its own shares, with or without consideration or an incurrence or issuance of indebtedness, by a corporation to any of its shareholders in respect of its shares. A distribution may be in the form of a dividend or a distribution in liquidation, or as consideration for the purchase, redemption, or other acquisition of its shares, or otherwise.

Filed with the Tribal Secretary. "Filed with the Tribal Secretary" means that an original of a document meeting the applicable requirements of this Code, signed and accompanied by a filing fee of $25.00, has been delivered to the Tribal Secretary of the Tribe on the Reservation. The Tribal Secretary shall endorse on the original the word "Filed" and the month, day, year, and time of filing, record the document in the office of the Tribal Secretary, and return the document to the person who delivered it for filing.

Foreign corporation. "Foreign corporation" means a corporation organized for profit that is incorporated under laws other than the laws of the Tribe.

Good faith. "Good faith" means honesty in fact in the conduct of the act or transaction concerned.

Intentionally. "Intentionally" means that the person referred to either has a purpose to do or fail to do the act or cause the result specified or believes that the act or failure to act, if successful, will cause that result. A person "intentionally" violates a law if the person intentionally does the act or causes the result prohibited by the law, or if the person intentionally fails to do the act or cause the result required by the law, even though the person may not know of the existence or constitutionality of the law or the scope or meaning of the terms used in the law.

Know; knowledge. A person "knows" or has "knowledge" of a fact when the person has actual knowledge of it. A person does not "know" or "have knowledge" of a fact merely because the person has reason to know of the fact.

Legal representative. "Legal representative" means a person empowered to act for another person, including, but not limited to, an agent, officer, partner, or associate of, an organization; a trustee of a trust; a personal representative; an executor of a will; an administrator of an estate; a trustee in bankruptcy; and a receiver, guardian, custodian, or conservator of the person or estate of a person.

Notice. "Notice" is given by a shareholder of a corporation to the corporation or an officer of the corporation when in writing and mailed or delivered to the corporation or the officer at the registered office or principal executive office of the corporation. In all other cases, "notice" is given to a person when mailed to the person at an address designated by the person or at the last known address of the person, or when communicated to the person orally, or when handed to the person, or when left at the office of the person with a clerk or other person in charge of the office, or if there is no one in charge, when left in a conspicuous place in the office, or if the office is closed or the person to be notified has no office, when left at the dwelling house or usual place of abode of the person with some person of suitable age and discretion then residing therein. Notice by mail is given when deposited in the United States mail with sufficient postage affixed. Notice is deemed received when it is given.

Officer. "Officer" means a person elected, appointed, or otherwise designated as an officer by the board, and any other person deemed elected as an officer pursuant to section 11-321.

Organization. "Organization" means a tribal or foreign corporation, foreign limited liability company, limited partnership, joint venture, association, business trust, estate, trust, enterprise, and any other legal or commercial entity.

Outstanding shares. "Outstanding shares" means all shares duly issued and not reacquired by a corporation.

Parent. "Parent" of a specified corporation means a corporation that directly, or indirectly through related corporations, owns more than 50 percent of the voting power of the shares entitled to vote for directors of the specified corporation.

Person. "Person" includes a natural person and an organization.

Principal executive office. "Principal executive office" means an office where the elected or appointed chief executive officer of a corporation has an office. If the corporation has no elected or appointed chief executive officer, "principal executive office" means the registered office of the corporation.

Registered office. "Registered office" means the place designated in the articles of a corporation as the registered office of the corporation.

Related corporation. "Related corporation" of a specified corporation means a parent or subsidiary of the specified corporation or another subsidiary of a parent of the specified corporation.

Reservation. "Reservation" means the reservation of the Tribe as is now or hereafter may be recognized by the Secretary of the Interior of the United States of America.

Security. "Security' means any note; stock; treasury stock; bond; debenture; evidence of indebtedness; certificate of interest or participation in any profit sharing agreement; collateral trust certificate; pre-organization certificate or subscription; transferable shares; investment contract; investment metal contract or investment gem contract; voting trust certificate; certificate of deposit for a security; certificate of interest or participation in an oil, gas or mining right, title or lease or in payments out of production under the right, title or lease; or in general, any interest or instrument commonly known as security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. "Security" does not include any insurance or endowment policy or annuity contract under which an insurance company promises to pay money either in a lump sum or periodically for life or for some other specified period.

Series. "Series" means a category of shares, within a class of shares authorized or issued by a corporation by or pursuant to its articles, that have some of the same rights and preferences as other shares within the same class, but that differ in designation or one or more rights and preferences from another category of shares within that class.

Share. "Share" means one of the units, however designated, into which the shareholders proprietary interests in a corporation are divided.

Shareholder. "Shareholder" means a person registered on the books or records of a corporation or its transfer agent or registrar as the owner of whole or fractional shares of the corporation.

Signed. "Signed" means that the signature of a person has been written on a document and, with respect to a document required by this Code "to be filed with the Tribal Secretary," means that the document has been signed by a person authorized to do so by this Code, the articles or bylaws, or a resolution approved by the affirmative vote of the required proportion or number of the directors or the holders of the required proportion or number of the voting power of the shares present and entitled to vote. A signature on a document not required by this Code to be filed with the Tribal Secretary may be a facsimile affixed, engraved, printed, placed, stamped with indelible ink, or in any other manner reproduced on the document.

Subsidiary. "Subsidiary" of a specified corporation means a corporation having more than 50 percent of the voting power of its shares entitled to vote for directors owned directly, or indirectly through related corporations, by the specified corporation.

Surviving corporation. "Surviving corporation" means the tribal or foreign corporation resulting from a merger.

Transaction statement. "Transaction statement" means the "initial transaction statement" of uncertificated securities sent to: (a)the new registered owner, and, if applicable, to the registered pledgee; (b)the registered owner, consistent with procedures of Article8 of the Uniform Commercial Code (Chapter 91) of the Revised Statutes of Nebraska.

Tribal Corporation. "Tribal Corporation" means a corporation that is incorporated under this Code.

Tribal Council. "Tribal Council" means the Tribal Council of the Winnebago Tribe of Nebraska.

Tribal Secretary. "Tribal Secretary" means the Tribal Secretary for the Winnebago Tribal Council.

Tribal Treasurer. "Tribal Treasurer" means the Tribal Treasurer for the Winnebago Tribal Council.

Tribe. "Tribe" means the Winnebago Tribe of Nebraska.

Trust land. "Trust land" means land held in trust by the United States government for the benefit of the Tribe.

Vote. "Vote" includes authorization by written action.

Written action. "Written action" means a written document signed by all of the persons required to take the action described. The term also means the counterparts of a written document signed by any of the persons taking the action described. Each counterpart constitutes the action of the persons signing it, and all the counterparts, taken together, constitute one written action by all of the persons signing them. [TCR 94-124, 95-10]
APPLICATION

11-021 Repeal of previous business 11-081 Sovereign immunity of Tribe not
Corporation Code. waived
11-041 Reservation of right.
11-061 Corporations wholly owned by Tribe.

__________

11-021 REPEAL OF PREVIOUS BUSINESS CORPORATION ACT.
The Winnebago Tribe of Nebraska Business Corporation Act of 1986 (the "Prior Corporation Code") is hereby repealed effective September 15, 1994. No corporations were organized under the Prior Corporation Code. Effective with the effective date of this Code, a corporation incorporated for a purpose or purposes for which a corporation may be incorporated under this Code shall be incorporated only under this Code. [TCR 94-124]

11-041 RESERVATION OF RIGHT.
The Tribe reserves the right to amend or repeal the provisions of this Code. A corporation incorporated under or governed by this Code is subject to this reserved right. [TCR 94-124]

11-061 CORPORATIONS WHOLLY OWNED BY THE TRIBE.
The provisions of sections 11-1001 through 11-1091 shall apply to all corporations incorporated under this Code and wholly owned, directly or indirectly, by the Tribe and shall override any other provisions in this Code to the contrary. In the case of tribal corporations wholly owned, directly or indirectly, by the Tribe, all provisions of this Code are subject to the provisions of sections 11-1001 through 11-1091. [TCR 94-124]

11-081 SOVEREIGN IMMUNITY OF THE TRIBE NOT WAIVED.
By the adoption of this Code, the Tribe does not waive its sovereign immunity or consent to suit in any court, federal, tribal or state, and neither the adoption of this Code, nor the incorporation of any corporation hereunder, shall be construed to be a waiver of the sovereign immunity of the Tribe or a consent to suit against the Tribe in any such court. [TCR 94-124]

INCORPORATION; ARTICLES

__________
11-101 PURPOSES.
A corporation may be incorporated under this Code for any business purpose or purposes, unless some other Code of the Tribe requires incorporation for any of those purposes under a different law. Unless otherwise provided in its articles, a corporation has general business purposes. [TCR 94-124]

11-105 INCORPORATORS.
One or more enrolled members of the Tribe of full age may act as incorporators of a corporation by filing with the Tribal Secretary articles of incorporation for the corporation. [TCR 94-124]

11-111 ARTICLES.
Subdivision 1. Required provisions. The articles of incorporation shall contain:
(a) The name of the corporation;
(b) The address of the registered office of the corporation and the name of its registered agent, if any, at that address;
(c) The aggregate number of shares that the corporation has authority to issue; and
(d) The name and address of each incorporator.
Subdivision 2. Provisions that may be modified only in articles. The following provisions govern a corporation unless modified in the articles:
(a) A corporation has general business purposes;
(b) A corporation has perpetual existence and certain powers;
(c) The power to adopt, amend, or repeal the bylaws is vested in the board;
(d) A corporation must allow cumulative voting for directors;
(e) The affirmative vote of a majority of directors present is required for an action of the board;
(f) A written action by the board taken without a meeting must be signed by all directors;
(g) The board may authorize the issuance of securities and rights to purchase securities;
(h) All shares are common shares entitled to vote and are of one class and one series;
(i) All shares have equal rights and preferences in all matters not otherwise provided for by the board;
(j) The par value of shares is fixed at one cent per share for certain purposes and may be fixed by the board for certain other purposes;
(k) The board or the shareholders may issue shares for any consideration or for no consideration to effectuate share dividends or splits, divisions, or combinations, and determine the value of non-monetary consideration;
(l) Shares of a class or series must not be issued to holders of shares of another class or series to effectuate share dividends or splits, divisions, or combinations, unless authorized by a majority of the voting power of the shares of the same class or series as the shares to be issued;
(m) A corporation may issue rights to purchase securities whose terms, provisions, and conditions are fixed by the board;
(n) A shareholder has no preemptive rights, unless otherwise provided by the board;
(o) The affirmative vote of the holders of a majority of the voting power of the shares present and entitled to vote at a duly held meeting is required for an action of the shareholders, except where this Code requires the affirmative vote of a majority of the voting power of all shares entitled to vote;
(p) Shares of a corporation acquired by the corporation may be reissued;
(q) Each share has one vote unless otherwise provided in the terms of the share;
(r) A corporation may issue shares for a consideration less than the par value, if any, of the shares; and
(s) The board may effect share dividends, divisions, and combinations under certain circumstances without shareholder approval (section 11-402).
Subdivision 3. Provisions that may be modified either in articles or in bylaws. The following provisions govern a corporation unless modified either in the articles or in the bylaws:
(a) Directors serve for an indefinite term that expires at the next regular meeting of shareholders (section 11-207);
(b) The compensation of directors is fixed by the board (section 11-211);
(c) A certain method must be used for removal of directors (section 11-223);
(d) A certain method must be used for filling board vacancies (section 11-225);
(e) If the board fails to select a place for a board meeting, it must be held at the principal executive office (section 11-231, subdivision 1);
(f) The notice of a board meeting need not state the purpose of the meeting (section 11-231, subdivision 3);
(g) A majority of the board is a quorum for a board meeting (section 11-235);
(h) A committee shall consist of one or more persons, who need not be directors, appointed by affirmative vote of a majority of the directors present (section 11-241, subdivision 2);
(i) The board may establish a special litigation committee (section 11-241);
(j) The chief executive officer and chief financial officer have specified duties, until the board determines otherwise (section 11-305);
(k) Officers may delegate some or all of their duties and powers, if not prohibited by the board from doing so (section 11-351);
(l) The board may establish uncertificated shares (section 11-417, subdivision 7);
(m) Regular meetings of shareholders need not be held, unless demanded by shareholders holding at least ten percent of the voting power under certain conditions (section 11-431);
(n) In all instances where a specific minimum notice period has not otherwise been fixed by law, not less than ten days notice is required for a meeting of shareholders (section 11-435, subdivision 2);
(o) The number of shares required for a quorum at a shareholders meeting is a majority of the voting power of the shares entitled to vote at the meeting (section 11-443);
(p) The board may fix a date up to 60 days before the date of a shareholders meeting as the date for the determination of the holders of shares entitled to notice of and entitled to vote at the meeting (section 11-445, subdivision 1);
(q) Indemnification of certain persons is required (section 11-521); and
(r) The board may authorize, and the corporation may make, distributions not prohibited, limited, or restricted by an agreement (section 11-551, subdivision 1)
Subdivision 4. Optional provisions; specific subjects. The following provisions relating to the management of the business or the regulation of the affairs of a corporation may be included either in the articles or, except for naming members of the first board, fixing a greater than majority director or shareholder vote, or giving or prescribing the manner of giving voting rights to persons other than shareholders otherwise than pursuant to the articles, or eliminating or limiting a director's personal liability, in the bylaws:
(a) The members of the first board may be named in the articles (section 11-201, subdivision 1);
(b) A manner for increasing or decreasing the number of directors may be provided (section 11-203);
(c) Additional qualifications for directors may be imposed (section 11-205);
(d) Directors may be classified (section 11-213);
(e) The day or date, time, and place of board meetings may be fixed (section 11-231, subdivision 1);
(f) Absent directors may be permitted to give written consent or opposition to a proposal (section 11-233);
(g) A larger than majority vote may be required for board action (section 11-237);
(h) Authority to sign and deliver certain documents may be delegated to an officer or agent of the corporation other than the chief executive officer (section 11-305, subdivision 2);
(i) Additional officers may be designated (section 11-311);
(j) Additional powers, rights, duties, and responsibilities may be given to officers (section 11-315);
(k) A method for filling vacant offices may be specified (section 11-341, subdivision 3);
(l) A certain officer or agent may be authorized to sign share certificates (section 11-417, subdivision 2);
(m) The transfer or registration of transfer of securities may be restricted (section 11-429);
(n) The day or date, time, and place of regular shareholder meetings may be fixed (section 11-431, subdivision 3);
(o) Certain persons may be authorized to call special meetings of shareholders (section 11-433, subdivision 1);
(p) Notices of shareholder meetings may be required to contain certain information (section 11-435, subdivision 3);
(q) A larger than majority vote may be required for shareholder action (section 11-437);
(r) Voting rights may be granted in or pursuant to the articles to persons who are not shareholders (section 11-445, subdivision 4);
(s) Corporate actions giving rise to dissenter rights may be designated (section 11-471, subdivision 1, clause (e));
(t) The rights and priorities of persons to receive distributions may be established (section 11-551); and
(u) A director's personal liability to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director may be eliminated or limited in the articles (section 11-251, subdivision 4).
Subdivision 5. Optional provisions: generally. The articles may contain other provisions not inconsistent with law relating to the management of the business or the regulation of the affairs of the corporation.
Subdivision 6. Powers need not be stated. It is not necessary to set forth in the articles any of the corporate powers granted by this Code. [TCR 94-124, 95-10]

11-115 CORPORATE NAME.
Subdivision 1. Requirements; prohibitions. The corporate name:
(a) Shall be in the Winnebago or English language or in any other language expressed in English letters or characters;
(b) Shall contain the word "corporation," "incorporated," or "limited," or shall contain an abbreviation of one or more of these words, or the word "company" or the abbreviation "Co." if that word or abbreviation is not immediately preceded by the word "and" or the character "&";
(c) Shall not contain a word or phrase that indicates or implies that it is incorporated for a purpose other than a legal business purpose;
(d) Shall be distinguishable upon the records in the office of the Tribal Secretary from the name of a tribal corporation or other legal entity, whether tribal or foreign, authorized or registered to do business on the Reservation or, whether or not authorized or registered to do business on the Reservation is well known on the Reservation, whether profit or nonprofit, or a name the right to which is, at the time of incorporation, reserved or provided for in section 11-117, unless there is filed with the articles one of the following:
(1) The written consent of the tribal corporation or other legal entity authorized or registered to do business on the Reservation or the holder of a reserved name or a name filed by or registered with the Tribal Secretary having a name that is not distinguishable;
(2) A certified copy of a final decree of the court establishing the prior right of the applicant to the use of the name on the Reservation, or establishing that the corporation or other legal entity with the name that is not distinguishable has been incorporated or on file with the Tribal Secretary for at least three years prior thereto, and has been totally inactive, provided notice of a hearing on the matter has been given to such corporation or entity, if possible.
Subdivision 2. Names continued. Subdivision 1, clause (d) does not affect the right of a tribal corporation existing on the effective date of this Code, or a foreign corporation authorized to do business on the Reservation on that date to continue the use of its name.
Subdivision 3. Determination. The Tribal Secretary shall determine whether a name is "distinguishable" from another name for purposes of this section and section 11-117.
Subdivision 4. Other laws affecting use of names. This section and section 11-117 do not abrogate or limit any law of unfair competition or unfair practices, nor any Trademark Code, nor the laws of the United States with respect to the right to acquire and protect copyrights, trade names, trademarks, service names, service marks, or an other rights to the exclusive use of names or symbols, nor derogate the common law or the principles of equity.
Subdivision 5. Use of name by successor corporation. A corporation that is merged with another tribal or foreign corporation, or that is incorporated by the reorganization of one or more tribal or foreign corporations, or that acquires by sale, lease, or other disposition to or exchange with a tribal corporation all or substantially all of the assets of another tribal or foreign corporation including its name, may have the same name as that used on the Reservation by any of the other corporations, if the other corporation was incorporated under the laws of the Tribe, or is authorized to transact business on the Reservation.
Subdivision 6. Injunction. The use of a name by a corporation in violation of this section does not affect or vitiate its corporate existence, but the court may, upon application of the Tribe or of a person interested or affected, enjoin the corporation from doing business under a name assumed in violation of this section, although its articles may have been filed with the Tribal Secretary and a certificate of incorporation issued. [TCR 94-124, 95-10]]

11-117 RESERVED NAME.
Subdivision 1. Who may reserve. The exclusive right to the use of a corporate name otherwise permitted by section 11-115 may be reserved by:
(a) A person doing business on the Reservation under that name;
(b) A person intending to incorporate under this Code;
(c) A tribal corporation intending to change its name;
(d) A foreign corporation intending to make application for a certificate of authority to transact business on the Reservation;
(e) A foreign corporation authorized to transact business on the Reservation and intending to change its name;
(f) A person intending to incorporate a foreign corporation and intending to have the foreign corporation make application for a certificate of authority to transact business on the Reservation; or
(g) A foreign corporation doing business under that name or a name deceptively similar to that name in one or more states of the United States and not described in clause (d), (e), or (f).
Subdivision 2. Method of reservation. The reservation shall be made by filing with the Tribal Secretary a request that the name be reserved. If the name is available for use by the applicant, the Tribal Secretary shall reserve the name for the exclusive use of the applicant for a period of 12 months. The reservation may be renewed for successive 12-month periods.
Subdivision 3. Transfer of reservation. The right to the exclusive use of a corporate name reserved pursuant to this section may be transferred to another person by or on behalf of the applicant for whom the name was reserved by filing with the Tribal Secretary a notice of the transfer and specifying the name and address of the transferee. [TCR 94-124]

11-121 REGISTERED OFFICE; REGISTERED AGENT.
Subdivision 1. Registered office. A corporation shall continuously maintain a registered office. A registered office need not be the same as the principal place of business or the principal executive office of the corporation.
Subdivision 2. Registered agent. A corporation may designate in its articles a registered agent. The registered agent may be a natural person residing on the Reservation, or a tribal corporation. The registered agent must maintain an office that is identical with the registered office. [TCR 94-124]

11-123 CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT; CHANGE OF NAME OF REGISTERED AGENT.
Subdivision 1. Statement. A corporation may change its registered office, designate or change its registered agent, or state a change in the name of its registered agent, by filing with the Tribal Secretary a statement containing:
(a) The name of the corporation;
(b) If the address of its registered office is to be changed, the new address of its registered office;
(c) If its registered agent is to be designated or changed, the name of its new registered agent;
(d) If the name of its registered agent is to be changed, the name of its registered agent as changed;
(e) A statement that the address of its registered office and the address of the office of its registered agent, as changed, will be identical; and
(f) A statement that the change of registered office or registered agent was authorized by resolution approved by the affirmative vote of a majority of the directors present.
Subdivision 2. Resignation of agent. A registered agent of a corporation may resign by filing with the Tribal Secretary a signed written notice of resignation, including a statement that a signed copy of the notice has been given to the corporation at its principal executive office or to a legal representative of the corporation. The appointment of the agent terminates 30 days after the notice is filed with the Tribal Secretary.
Subdivision 3. Change of business address or name of agent. If the office address or name of a registered agent changes, the agent shall change the address of the registered office or the name of the registered agent, as the case may be, of each corporation represented by that agent by filing with the Tribal Secretary a statement as required in subdivision 1, except that it need be signed only by the registered agent, need not be responsive to clause (e) or (f), and must state that a copy of the statement has been mailed to each of those corporations or to the legal representative of each of those corporations. [TCR 94-124]

11-131 AMENDMENT OF ARTICLES.
The articles of a corporation may be amended at any time to include or modify any provision that is required or permitted to appear in the articles or to omit any provision not required to be included in the articles, except that when articles are amended to restate them, the name and address of each incorporator may be omitted. Unless otherwise provided in this Code, the articles may be amended or modified only in accordance with sections 11-133 to 11-139. An amendment which merely restates the then-existing articles of incorporation, as amended, is not an amendment for the purposes of section 11-215, subdivision 2, or 11-413, subdivision 9. [TCR 94-124]

11-133 PROCEDURE FOR AMENDMENT BEFORE ISSUANCE OF SHARES.
Before the issuance of shares by a corporation, the articles may be amended pursuant to section 11-171 by the incorporators or by the board. The articles may be amended by the board to change a statement pursuant to section 11-401, subdivision3, establishing or fixing the rights and preferences of a class or series of shares before the issuance of any shares of that class or series. [TCR 94-124]

11-135 PROCEDURE FOR AMENDMENT AFTER ISSUANCE OF SHARES.
Subdivision 1. Manner of amendment. After the issuance of shares by the corporation, the articles may be amended in the manner set forth in this section.
Subdivision 2. Submission to shareholders. A resolution approved by the affirmative vote of a majority of the directors present, or proposed by a shareholder or shareholders holding three percent or more of the voting power of the shares entitled to vote, that sets forth the proposed amendment shall be submitted to a vote at the next regular or special meeting of the shareholders of which notice has not yet been given but still can be timely given. Any number of amendments may be submitted to the shareholders and voted upon at one meeting, but the same or substantially the same amendment proposed by a shareholder or shareholders need not be submitted to the shareholders or be voted upon at more than one meeting during a 15-month period. The resolution may amend the articles in their entirety to restate and supersede the original articles and all amendments to them. The provisions of this subdivision regarding shareholder-proposed amendments do not apply to a corporation registered or reporting under the federal securities laws, to the extent that those provisions are in conflict with the federal securities laws or rules promulgated thereunder, in which case the federal securities laws or rules promulgated thereunder shall govern.
Subdivision 3. Notice. Written notice of the shareholder's meeting setting forth the substance of the proposed amendment shall be given to each shareholder in the manner provided in section 11-435 for the giving of notice of meetings of shareholders.
Subdivision 4. Approval by shareholders. (a) The proposed amendment is adopted when approved by the affirmative vote of the holders of a majority of the voting power of the shares present and entitled to vote, except as provided in paragraphs (b) and (c) and subdivision 5.
(b) For a closely held corporation, if the articles provide for a specified proportion or number equal to or larger than the majority necessary to transact a specified type of business at a meeting, or if it is proposed to amend the articles to provide for a specified proportion or number equal to or larger than the majority necessary to transact a specified type of business at a meeting, the affirmative vote necessary to add the provision to, or to amend an existing provision in, the articles is the larger of:
(1) the specified proportion or number or, in the absence of a specific provision, the affirmative vote necessary to transact the type of business described in the proposed amendment at a meeting immediately before the effectiveness of the proposed amendment; or
(2) the specified proportion or number that would, upon effectiveness of the proposed amendment, be necessary to transact the specified type of business at a meeting.
(c) For corporations other than closely held corporations, if the articles provide for a larger proportion or number to transact a specified type of business at a meeting, the affirmative vote of that larger proportion or number is necessary to amend the articles to decrease the proportion or number necessary to transact the business.
Subdivision 5. Certain restatements. An amendment that merely restates the existing articles, as amended, may be authorized by a resolution approved by the board and may, but need not, be submitted to and approved by the shareholders as provided in subdivisions 2, 3, and 4. [TCR 94-124]

11-137 CLASS OR SERIES VOTING ON AMENDMENTS.
The holders of the outstanding shares of a class or series are entitled to vote as a class or series upon a proposed amendment, whether or not entitled to vote thereon by the provisions of the articles, if the amendment would:
(a) Increase or decrease the aggregate number of authorized shares of the class or series;
(b) Effect an exchange, reclassification, or cancellation of all or part of the shares of the class or series;
(c) Effect an exchange, or create a right of exchange, of all or any part of the share of another class or series for the shares of the class or series;
(d) Change the rights or preferences of the shares of the class or series;
(e) Change the shares of the class or series, whether with or without par value, in the same or a different number of shares, either with or without par value, of the same or another class or series;
(f) Create a new class or series of shares having rights and preferences prior and superior to the shares of that class or series, or increase the rights and preferences or the number of authorized shares, of a class or series having rights and preferences prior or superior to the shares of that class or series;
(g) Divide the shares of the class into series and determine the designation of each series and the variations in the relative rights and preferences between the shares of each series, or authorize the board to do so;
(h) Limit or deny any existing preemptive rights of the shares of the class or series or
(i) Cancel or otherwise affect distributions on the shares of the class or series that have accrued but have not been declared. [TCR 94-124]

11-139 ARTICLES OF AMENDMENT.
When an amendment has been adopted, articles of amendment shall be prepared that contain:
(a) The name of the corporation;
(b) The amendment adopted;
(c) With respect to an amendment restating the articles, a statement that the amendment restating the articles correctly sets forth without change the corresponding provisions of the articles as previously amended if the amendment was approved only by the board;
(d) If the amendment provides for but does not establish the manner for effecting an exchange, reclassification, division, combination, or cancellation of issued shares, a statement of the manner in which it will be effected; and
(e) A statement that the amendment has been adopted pursuant to this Code. [TCR 94-124]

11-141 EFFECT OF AMENDMENT.
Subdivision 1. Effect on cause of action. An amendment does not affect an existing cause of action in favor of or against the corporation, nor a pending suit to which the corporation is a party, nor the existing rights of persons other than shareholders.
Subdivision 2. Effect of change of name. If the corporate name is changed by the amendment, a suit brought by or against the corporation under its former name does not abate for that reason.
Subdivision 3. Effect of amendments restating articles. When effective under section 11-153, an amendment restating the articles in their entirety supersedes the original articles and all amendments to the original articles. [TCR 94-124]

11-151 FILING ARTICLES.
Articles of incorporation and articles of amendment shall be filed with the Tribal Secretary. [TCR 94-124]

11-153 EFFECTIVE DATE OF ARTICLES.
Articles of incorporation are effective and corporate existence begins when the articles of incorporation are filed with the Tribal Secretary accompanied by a payment of $125.00, which includes a $100.00 incorporation fee in addition to the $25.00 filing fee. Articles of amendment and articles of merger are effective when filed with the Tribal Secretary or at another time within 30 days after filing if the articles of amendment so provide. Articles of merger must be accompanied by a fee of $125.00, which includes a $100.00 merger fee in addition to the $25.00 filing fee. [TCR 94-124]

11-155 PRESUMPTION; CERTIFICATE OF INCORPORATION.
When the articles of incorporation have been filed with the Tribal Secretary and the required fee has been paid to the Tribal Secretary, it is presumed that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated, and the Tribal Secretary shall issue a certificate of incorporation to the corporation, but this presumption does not apply against the Tribe in a proceeding to cancel or revoke the certificate of incorporation or to compel the involuntary dissolution of the corporation. [TCR 94-124]

POWERS

11-161 Powers. 11-165 Effect of lack of power; ultra
11-163 Corporate seal. vires.

__________

11-161 POWERS.
Subdivision 1. Generally, limitations. A corporation has the powers set forth in this section, subject to any limitations provided in any other law of the Tribe or in its articles.
Subdivision 2. Duration. A corporation has perpetual duration.
Subdivision 3. Legal capacity. A corporation may sue and be sued, complain and defend and participate as a party or otherwise in any legal, administrative, or arbitration proceeding, in its corporate name.
Subdivision 4. Property ownership. A corporation may purchase, lease, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with, real or personal property, or any interest therein, wherever situated.
Subdivision 5. Property disposition. A corporation may sell, convey, mortgage, create a security interest in, lease, exchange, transfer, or otherwise dispose of all or any part of its real or personal property, or any interest therein, wherever situated.
Subdivision 6. Trading in securities; obligations. A corporation may purchase, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, exchange, mortgage, lend, create a security interest in, or otherwise dispose of and otherwise use and deal in and with, securities or other interests in, or obligations of, a person or direct or indirect obligations of any tribal or foreign government or instrumentality thereof.
Subdivision 7. Contracts; mortgages. A corporation may make contracts and incur liabilities, borrow money, issue its securities, and secure any of its obligations by mortgage of or creation of a security interest in all or any of its property, franchises and income.
Subdivision 8. Investment. A corporation may invest and reinvest its funds.
Subdivision 9. Holding property as security. A corporation may take and hold real and personal property, whether or not of a kind sold or otherwise dealt in by the corporation, as security for the payment of money loaned, advanced, or invested.
Subdivision 10. Location. A corporation may conduct its business, carry on its operations, have offices, and exercise the powers granted by this Code anywhere in the universe.
Subdivision 11. Donations. A corporation may make donations, irrespective of corporate benefit, for the public welfare; for social, community, charitable, religious, educational, scientific, civic, literary, and for similar or related purposes.
Subdivision 12. Pensions; benefits. A corporation may pay pensions, retirement allowances, and compensation for past services to and for the benefit of, and establish, maintain, continue, and carry out, wholly or partially at the expense of the corporation employee or incentive benefit plans, trusts, and provisions to or for the benefit of, and or all of its and its related corporations, officers, directors, employees, and agents and the families, dependents, and beneficiaries of any of them. It may indemnify and purchase and maintain insurance for and on behalf of a fiduciary of any of these employee benefit and incentive plans, trusts, and provisions.
Subdivision 13. Participating in management. A corporation may participate in any capacity in the promotion, organization, ownership, management, and operation of an organization or in any transaction, undertaking, or arrangement that the participating corporation would have power to conduct by itself, whether or not the participation involves sharing or delegation of control with or to others.
Subdivision 14. Insurance. A corporation may provide for its benefit life insurance and other insurance with respect to the services of any or all of its officers, directors, employees, and agents, or on the life of a shareholder for the purpose of acquiring at the death of the shareholder any or all shares in the corporation owned by the shareholder.
Subdivision 15. Corporate seal. A corporation may have, alter at pleasure, and use a corporate seal as provided in section 11-163.
Subdivision 16. Bylaws. A corporation may adopt, amend, and repeal bylaws relating to the management of the business or the regulation of the affairs of the corporation as provided in section 11-181.
Subdivision 17. Committees. A corporation may establish committees of the board of directors, elect or appoint persons to the committees, and define their duties as provided in section 11-241 and fix their compensation.
Subdivision 18. Officers; employees; agents. A corporation may elect or appoint officers, employees, and agents of the corporation, and define their duties as provided in sections 11-301 to 11-361 and fix their compensation.
Subdivision 19. Securities. A corporation may issue securities and rights to purchase securities as provided in sections 11-401 to 11-425.
Subdivision 20. Loans; guaranties; sureties. A corporation may lend money to, guarantee an obligation of, become a surety for, or otherwise financially assist persons as provided in section 11-501.
Subdivision 21. Advances. A corporation may make advances to its directors, officers and employees and those of its subsidiaries as provided in section 11-505.
Subdivision 22. Indemnification. A corporation shall indemnify those persons identified in section 11-521 against certain expenses and liabilities only as provided in section 11-521 and may indemnify other persons.
Subdivision 23. Assumed names. A corporation may conduct all or part of its business under one or more assumed names, provided each assumed name is registered with the Tribal Secretary.
Subdivision 24. Other powers. A corporation may have and exercise all other powers necessary or convenient to effect any or all of the business purposes for which the corporation is incorporated.
Subdivision 25. Trust Land. Any corporation which holds an interest in trust land may not encumber that interest without the prior approval of the Tribal Council and the Area Director, Aberdeen Area Office Bureau of Indian Affairs.
Subdivision 26. Sovereign Immunity of the Tribe. Consent to suit by a corporation shall in no way extend to the Tribe, nor shall a consent to suit by a corporation in any way be deemed a waiver of any of the rights, privileges and immunities of the Tribe. [TCR 94-124]

11-163 CORPORATE SEAL.
Subdivision 1. Seal not required. A corporation may, but need not, have a corporate seal, and the use or nonuse of a corporate seal does not affect the validity, recordability, or enforceability of a document or act. If a corporation has a corporate seal, the use of the seal by the corporation on a document is not necessary.
Subdivision 2. Required words; use. If a corporation has a corporate seal, the seal may consist of a mechanical imprinting device, or a rubber stamp with a facsimile of the seal affixed thereon, or a facsimile or reproduction of either. The seal need include only the word "Seal," but it may also include a part or all of the name of the corporation and a combination, derivation, or abbreviation of either or both of the phrases "a Tribal Corporation," "Winnebago Tribe of Nebraska" and "Corporate Seal." If a corporate seal is used, it or a facsimile of it may be affixed, engraved, printed, placed, stamped with indelible ink, or in any other manner reproduced on any document. [TCR 94-124]

11-165 EFFECT OF LACK OF POWER; ULTRA VIRES.
The doing, continuing, or performing by a corporation of an act, or an executed or wholly or partially executory contract, conveyance or transfer to or by the corporation, if otherwise lawful, is not invalid because the corporation was without the power to do, continue, or perform the act, contract, conveyance, or transfer, unless the lack of power is established in the court:
(a) In a proceeding by a shareholder against the corporation to enjoin the doing, continuing, or performing of the act, contract, conveyance, or transfer. If the unauthorized act, continuation, or performance sought to be enjoined is being, or to be, performed or made pursuant to a contract to which the corporation is a party, the court may, if just and reasonable in the circumstances, set aside and enjoin the performance of the contract and in so doing may allow to the corporation or to the other parties to the contract compensation for the loss or damage sustained as a result of the action of the court in setting aside and enjoining the performance of the contract;
(b) In a proceeding by or in the name of the corporation, whether acting directly or through a legal representative, or through shareholders in a representative or derivative suit, against the incumbent or former officers or directors of the corporation for exceeding or otherwise violating their authority, or against a person having actual knowledge of the lack of power; or
(c) In a proceeding by the Tribal Council, as provided in section 11-757, to dissolve the corporation, or in a proceeding by the Tribal Council to enjoin the corporation from the transaction of unauthorized business. [TCR 94-124]

ORGANIZATION; BYLAWS

11-171 Organization. 11-181 Bylaws.

__________

11-171 ORGANIZATION.
Subdivision 1. Role of incorporators. If the first board is not named in the articles, the incorporators may elect the first board or may act as directors with all of the powers, rights, duties, and liabilities of directors, until directors are elected or until shares are issued, whichever occurs first.
Subdivision 2. Meeting. After the issuance of the certificate of incorporation, the incorporators or the directors named in the articles shall either hold an organizational meeting at the call of a majority of the incorporators or of the directors named in the articles, or take written action, for the purposes of transacting business and taking actions necessary or appropriate to complete the organization of the corporation, including, without limitation, amending the articles, electing directors, adopting bylaws, electing officers, adopting banking resolutions, authorizing or ratifying the purchase, lease, or other acquisition of suitable space, furniture, furnishings, supplies, and materials, approving a corporate seal, approving forms of certificates or transaction statements for shares of the corporation, adopting a fiscal year for the corporation, accepting subscriptions for and issuing shares of the corporation, and making any appropriate tax elections. If a meeting is held, the person or persons calling the meeting shall give at least three days notice of the meeting to each incorporator or director named, stating the date, time, and place of the meeting. [TCR 94-124]

11-181 BYLAWS.
Subdivision 1. Generally. A corporation may, but need not, have bylaws. Bylaws may contain any provision relating to the management of the business or the regulation of the affairs of the corporation not inconsistent with law or the articles.
Subdivision 2. Power of board. Initial bylaws may be adopted pursuant to section 11-171 by the incorporators or by the first board. Unless reserved by the articles to the shareholders, the power to adopt, amend, or repeal the bylaws is vested in the board. The power of the board is subject to the power of the shareholders, exercisable in the manner provided in subdivision 3, to adopt, amend, or repeal bylaws adopted, amended, or repealed by the board. After the adoption of the initial bylaws, the board shall not adopt, amend, or repeal a bylaw fixing a quorum for meetings of shareholders, prescribing procedures for removing directors or filling vacancies in the board, or fixing the number of directors or their classifications, qualifications, or terms of office, but may adopt or amend a bylaw to increase the number of directors.
Subdivision 3. Power of shareholders; procedure. If a shareholder or shareholders holding three percent or more of the voting power of the shares entitled to vote propose a resolution for action by the shareholders to adopt, amend, or repeal bylaws adopted, amended, or repealed by the board and the resolution sets forth the provision or provisions proposed for adoption, amendment, or repeal, the limitations and procedures for submitting, considering, and adopting the resolution are the same as provided in section 11-135, subdivisions 2 to 4, for amendment of the articles. The provisions of this subdivision regarding shareholder proposed amendments shall not apply to a corporation registered or reporting under the federal securities laws, to the extent that those provisions are in conflict with the federal securities laws or rules promulgated thereunder, in which case the federal securities laws or rules promulgated thereunder shall govern. [TCR 94-124]

BOARD

__________

11-201 BOARD.
Subdivision 1. Board to manage. The business and affairs of a corporation shall be managed by or under the direction of a board, subject to the provisions of subdivision 2 and section 11-457. The members of the first board may be named in the articles or elected by the incorporators pursuant to section 11-171 or by the shareholders.
Subdivision 2. Shareholder management. The holders of the shares entitled to vote for directors of the corporation may, by unanimous affirmative vote, take any action that this Code requires or permits the board to take. As to an action taken by the shareholders in that manner:
(a) The directors have no duties, liabilities, or responsibilities as directors under this Code with respect to or arising from the action;
(b) The shareholders collectively and individually have all of the duties, liabilities, and responsibilities of directors under this Code with respect to and arising from the action;
(c) If the action relates to a matter required or permitted by this Code or by any other law to be approved or adopted by the board, either with or without approval or adoption by the shareholders, the action is deemed to have been approved or adopted by the board; and
(d) A requirement that an instrument filed with a governmental agency contain a statement that the action has been approved and adopted by the board is satisfied by a statement that the shareholders have taken the action under this subdivision. [TCR 94-124]

11-203 NUMBER.
The board shall consist of one or more directors. The number of directors shall be fixed by or in the manner provided in the articles or bylaws. The number of directors may be increased or, subject to section 11-223, decreased at any time by amendment to or in the manner provided in the articles or bylaws. [TCR 94-124]

11-205 QUALIFICATIONS; ELECTION.
Directors shall be natural persons. The method of election and any additional qualifications for directors may be imposed by or in the manner provided in the articles or bylaws. A director need not be a member of the Tribe unless the articles of incorporation or bylaws so prescribe. [TCR 94-124]

11-207 TERMS.
Unless fixed terms are provided for in the articles or bylaws, a director serves for an indefinite term that expires at the next regular meeting of the shareholders. A fixed term of a director shall not exceed five years. A director holds office for the term for which the director was elected and until a successor is elected and has qualified, or until the earlier death, resignation, removal, or disqualification of the director. [TCR 94-124]

11-209 ACTS NOT VOID OR VOIDABLE.
The expiration of a director's term with or without the election of a qualified successor does not make prior or subsequent acts of the officers or the board void or voidable. [TCR 94-124]

11-211 COMPENSATION.
Subject to any limitations in the articles or bylaws, the board may fix the compensation of directors. [TCR 94-124]

11-213 CLASSIFICATION OF DIRECTORS.
Directors may be divided into classes as provided in the articles or bylaws. [TCR 94-124]

11-215 CUMULATIVE VOTING FOR DIRECTORS.
Subdivision 1. Voting rights. Unless the articles provide that there shall be no cumulative voting, and except as provided in section 11-223, subdivision 5, each shareholder entitled to vote for directors has the right to cumulate those votes in the election of directors by giving written notice of intent to cumulate those votes to any officer of the corporation before the meeting, or to the presiding officer at the meeting at which the election is to occur at any time before the election of directors at the meeting, in which case:
(a) The presiding officer at the meeting shall announce, before the election of directors, that shareholders shall cumulate their votes; and
(b) Each shareholder shall cumulate those votes either by casting for one candidate the number of votes equal to the number of directors to be elected multiplied by the number of votes represented by the shares, or by distributing all of those votes on the same principle among any number of candidates.
Subdivision 2. Modifications. No amendment to the articles or bylaws which has the effect of denying, limiting, or modifying the right to cumulative voting for directors provided in this section shall be adopted if the votes of a proportion of the voting power sufficient to elect a director at an election of the entire board under cumulative voting are cast against the amendment. [TCR 94-124]

11-221 RESIGNATION.
A director may resign at any time by giving written notice to the corporation. The resignation is effective without acceptance when the notice is given to the corporation, unless a later effective time is specified in the notice. [TCR 94-124]

11-223 REMOVAL OF DIRECTORS.
Subdivision 1. Modification. The provisions of this section apply unless modified by the articles, the bylaws, or an agreement described in section 11-457.
Subdivision 2. Removal by directors. A director may be removed at any time, with or without cause, if:
(a) The director was named by the board to fill a vacancy;
(b) The shareholders have not elected directors in the interval between the time of the appointment to fill a vacancy and the time of the removal; and
(c) A majority of the remaining directors present affirmatively vote to remove the director.
Subdivision 3. Removal by shareholders. One or all of the directors may be removed at any time, with or without cause, by the affirmative vote of the holders of the proportion or number of the voting power of the shares of the classes or series the director represents sufficient to elect them, except as provided in subdivision 4.
Subdivision 4. Exception for corporation with cumulative voting. In a corporation having cumulative voting, unless the entire board is removed simultaneously, a director is not removed from the board if there are cast against removal of the director the votes of a proportion of the voting power sufficient to elect the director at an election of the entire board under cumulative voting.
Subdivision 5. Election of replacements. New directors may be elected at a meeting at which directors are removed. If the corporation allows cumulative voting and a shareholder notifies the presiding officer at any time prior to the election of new directors of intent to cumulate the votes of the shareholder, the presiding officer shall announce before the election that cumulative voting is in effect, and shareholders shall cumulate their votes as provided in section 11-215, clause (b). [TCR 94-124]

11-225 VACANCIES.
Unless different rules for filling vacancies are provided for in the articles or bylaws:
(a)(1) Vacancies on the board resulting from the death, resignation, removal, or disqualification of a director may be filled by the affirmative vote of a majority of the remaining directors, even though less than a quorum; and
(2) Vacancies on the board resulting from newly created directorships may be filled by the affirmative vote of a majority of directors serving at the time of the increase; and
(b) Each director elected under this section to fill a vacancy holds office until a qualified successor is elected by the shareholders at the next regular or special meeting of the shareholders. [TCR 94-124]

11-231 BOARD MEETINGS.
Subdivision 1. Time; place. Meetings of the board may be held from time to time as provided in the articles or bylaws at any place within or without the Reservation that the board may select or by any means described in subdivision 2. If the board fails to select a place for a meeting, the meeting shall be held at the principal executive office, unless the articles or bylaws provide otherwise.
Subdivision 2. Electronic communications. (a) A conference among directors by any means of communication through which the directors may simultaneously hear each other during the conference constitutes a board meeting, if the same notice is given of the conference as would be required by subdivision 3 for a meeting, and if the number of directors participating in the conference would be sufficient to constitute a quorum at a meeting. Participation in a meeting by that means constitutes presence in person at the meeting.
(b) A director may participate in a board meeting not described in paragraph (a) by any means of communication through which the director, other directors so participating, and all directors physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by that means constitutes presence in person at the meeting.
Subdivision 3. Calling meetings; notice. Unless the articles or bylaws provide for a different time period, a director may call a board meeting by giving ten days notice to all directors of the date, time, and place of the meeting. The notice need not state the purpose of the meeting unless the articles or bylaws require it.
Subdivision 4. Previously scheduled meetings. If the day or date, time, and place of a board meeting have been provided in the articles or bylaws, or announced at a previous meeting of the board, no notice is required. Notice of an adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken.
Subdivision 5. Waiver of notice. A director may waive notice of a meeting of the board. A waiver of notice by a director entitled to notice is effective whether given before, at, or after the meeting, and whether given in writing, orally, or by attendance. Attendance by a director at a meeting is a waiver of notice of that meeting, except where the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting. [TCR 94-124]

11-233 ABSENT DIRECTORS.
If the articles or bylaws so provide, a director may give advance written consent or opposition to a proposal to be acted on a board meeting. If the director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.

11-235 QUORUM.
A majority, or a larger or smaller proportion or number provided in the articles or bylaws, of the directors currently holding office is a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the proportion or number otherwise required for a quorum. [TCR 94-124]

11-237 ACT OF THE BOARD.
The board shall take action by the affirmative vote of a majority of directors present at a duly held meeting, except where this Code or the articles require the affirmative vote of a larger proportion or number. If the articles require a larger proportion or number than is required by this Code for a particular action, the articles shall control. [TCR 94-124]

11-239 ACTION WITHOUT MEETING.
Subdivision 1. Method. An action required or permitted to be taken at a board meeting may be taken by written action signed by all of the directors. If the articles so provide, any action, other than an action requiring shareholder approval, may be taken by written action signed by the number of directors that would be required to take the same action at a meeting of the board at which all directors were present.
Subdivision 2. Effective time. The written action is effective when signed by the required number of directors, unless a different effective time is provided in the written action.
Subdivision 3. Notice; liability. When written action is permitted to be taken by less than all directors, all directors shall be notified immediately of its text and effective date. Failure to provide the notice does not invalidate the written action. A director who does not sign or consent to the written action has no liability for the action or actions taken thereby. [TCR 94-124]

11-241 COMMITTEES.
Subdivision 1. Generally. A resolution approved by the affirmative vote of a majority of the board may establish committees having the authority of the board in the management of the business of the corporation only to the extent provided in the resolution. Committees may include a special litigation committee consisting of one or more independent directors or other independent persons to consider legal rights or remedies of the corporation and whether those rights and remedies should be pursued. Committees other than special litigation committees are subject at all times to the direction and control of the board.
Subdivision 2. Membership. Committee members shall be natural persons. Unless the articles or bylaws provide for a different membership or manner of appointment, a committee shall consist of one or more persons, who need not be directors, appointed by affirmative vote of a majority of the directors present.
Subdivision 4. Procedure. Sections 11-231 to 11-239 apply to committees and members of committees to the same extent as those sections apply to the board and directors.
Subdivision 5. Minutes. Minutes, if any, of committee meetings shall be made available upon request to members of the committee and to any director.
Subdivision 6. Standard of conduct. The establishment of, delegation of authority to, and action by a committee does not alone constitute compliance by a director with the standard of conduct set forth in section 11-251.
Subdivision 7. Committee members deemed directors. Committee members are deemed to be directors for purposes of sections 11-251, 11-255, and
11-521. [TCR 94-124]

11-251 STANDARD OF CONDUCT.
Subdivision 1. Standard; liability. A director shall discharge the duties of the position of director in good faith, in a manner the director reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. A person who so performs those duties is not liable by reason of being or having been a director of the corporation.
Subdivision 2. Reliance. (a) A director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:
(1) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(2) counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person's professional or expert competence; or
(3) a committee of the board upon which the director does not serve, duly established in accordance with section 11-241, as to matters within its designated authority, if the director reasonably believes the committee to merit confidence.
(b) Paragraph (a) does not apply to a director who has knowledge concerning the matter in question that makes the reliance otherwise permitted by paragraph (a) unwarranted.
Subdivision 3. Presumption of assent; dissent. A director who is present at a meeting of the board when an action is approved by the affirmative vote of a majority of the directors present is presumed to have assented to the action approved, unless the director:
(a) Objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, in which case the director shall not be considered to be present at the meeting for any purpose of this Code;
(b) Votes against the action at the meeting; or
(c) Is prohibited by section 11-255 from voting on the action.
Subdivision 4. Elimination or limitation of liability. A director's personal liability to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director may be eliminated or limited in the articles. The articles shall not eliminate or limit the liability of a director:
(a) for any breach of the director's duty of loyalty to the corporation or its shareholders;
(b) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
(c) under section 11-559;
(d) for any transaction from which the director derived an improper personal benefit; or
(e) for any act or omission occurring prior to the date when the provision in the articles eliminating or limiting liability becomes effective. [TCR 94-124]

11-255 DIRECTOR CONFLICTS OF INTEREST.
Subdivision 1. Conflict; procedure when conflict arises. A contract or other transaction between a corporation and one or more of its directors, or between a corporation and an organization in or of which one or more of its directors are directors, officers, or legal representatives or have a material financial interest, is not void or voidable because the director or directors or the other organizations are parties or because the director or directors are present at the meeting of the shareholders or the board or a committee at which the contract or transaction is authorized, approved, or ratified, if:
(a) The contract or transaction was, and the person asserting the validity of the contract or transaction sustains the burden of establishing that the contract or transaction was, fair and reasonable as to the corporation at the time it was authorized, approved, or ratified;
(b) The material facts as to the contract or transaction and as to the director or director's interest are fully disclosed or known to the shareholders and the contract or transaction is approved in good faith by (1) the holders of two-thirds of the voting power of the shares entitled to vote which are owned by persons other than the interested director or directors, or (2) the unanimous affirmative vote of the holders of all outstanding shares, whether or not entitled to vote;
(c) The material facts as to the contract or transaction and as to the director or director's interest are fully disclosed or known to the board or a committee, and the board or committee authorizes, approves, or ratifies the contract or transaction in good faith by a majority of the board or committee, but the interested director or directors shall not be counted in determining the presence of a quorum and shall not vote; or
(d) The contract or transaction is a distribution described in section 11-551, subdivision 1, or a merger or exchange described in section 11-601, subdivision 1 or2.
Subdivision 2. Material financial interest. For purposes of this section:
(a) A director does not have a material financial interest in a resolution fixing the compensation of the director or fixing the compensation of another director as a director, officer, employee, or agent of the corporation, even though the first director is also receiving compensation from the corporation; and
(b) A director has a material financial interest in each organization in which the director, or the spouse, parents, children and spouses of children, brothers and sisters and spouses of brothers and sisters of the director, or any combination of them have a material financial interest.
Subdivision 3. Compensation agreements. During any tender offer or request or invitation for tenders of any class or series of shares of a publicly held corporation, other than an offer, request, or invitation by the publicly held corporation, the publicly held corporation shall not enter into or amend, directly or indirectly, agreements containing provisions, whether or not dependent on the occurrence of any event or contingency, that increase, directly or indirectly, the current or future compensation of any officer or director of the publicly held corporation. This subdivision does not prohibit routine increases in compensation, or other routine compensation agreements, undertaken in the ordinary course of the publicly held corporation's business. [TCR 94-124]

OFFICERS

__________

11-301 OFFICERS REQUIRED.
A corporation shall have one or more natural persons exercising the functions of the offices, however designated, of chief executive officer and chief financial officer. [TCR 94-124]

11-305 DUTIES OF REQUIRED OFFICERS.
Subdivision 1. Presumption; modification. Unless the articles, the bylaws, or a resolution adopted by the board and not inconsistent with the articles or bylaws, provide otherwise, the chief executive officer and chief financial officer have the duties specified in this section.
Subdivision 2. Chief executive officer. The chief executive officer shall:
(a) Have general active management of the business of the corporation;
(b) When present, preside at all meetings of the board and of the shareholders;
(c) See that all orders and resolutions of the board are carried into effect;
(d) Sign and deliver in the name of the corporation any deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the articles or bylaws or by the board to some other officer or agent of the corporation;
(e) Maintain records of and, whenever necessary, certify all proceedings of the board and the shareholders; and
(f) Perform other duties prescribed by the board.
Subdivision 3. Chief financial officer. The chief financial officer shall:
(a) Keep accurate financial records for the corporation;
(b) Deposit all money, drafts, and checks in the name of and to the credit of the corporation in the banks and depositories designated by the board;
(c) Endorse for deposit all notes, checks, and drafts received by the corporation as ordered by the board, making proper vouchers therefore;
(d) Disburse corporate funds and issue checks and drafts in the name of the corporation, as ordered by the board;
(e) Render to the chief executive officer and the board, whenever requested, an account of all transactions by the chief financial officer and of the financial condition of the corporation; and
(f) Perform other duties prescribed by the board or by the chief executive officer.
[TCR 94-124]

11-311 OTHER OFFICERS.
The board may elect or appoint, in a manner set forth in the articles or bylaws or in a resolution approved by the affirmative vote of a majority of the directors present, any other officers or agents the board deems necessary for the operation and management of the corporation, each of whom shall have the powers, rights, duties, responsibilities, and terms in office provided for in the articles or bylaws or determined by the board. [TCR 94-124]

11-315 MULTIPLE OFFICES.
Any number of offices or functions of those offices may be held or exercised by the same person. If a document must be signed by persons holding different offices or functions and a person holds or exercises more than one of those offices or functions, that person may sign the document in more than one capacity, but only if the document indicates each capacity in which the person signs. [TCR 94-124]

11-321 OFFICERS DEEMED ELECTED.
In the absence of an election or appointment of officers by the board, the person or persons exercising the principal functions of the chief executive officer or the chief financial officer are deemed to have been elected to those offices, except for the purpose of determining the location of the principal executive office, which in that case is the registered office of the corporation. [TCR 94-124]

11-331 CONTRACT RIGHTS.
The election or appointment of a person as an officer or agent does not, of itself, create contract rights. A corporation may enter into a contract with an officer or agent for a period of time if, in the board's judgment, the contract would be in the best interests of the corporation. The fact that the contract may be for a term longer than the terms of the directors who authorized or approved the contract does not make the contract void or voidable. [TCR 94-124]

11-341 RESIGNATION; REMOVAL; VACANCIES.
Subdivision 1. Resignation. An officer may resign at any time by giving written notice to the corporation. The resignation is effective without acceptance when the notice is given to the corporation, unless a later effective date is specified in the notice.
Subdivision 2. Removal. An officer may be removed at any time, with or without cause by a resolution approved by the affirmative vote of a majority of the directors present, subject to the provisions of a shareholder control agreement. The removal is without prejudice to any contractual rights of the officer.
Subdivision 3. Vacancy. A vacancy in an office because of death, resignation, removal, disqualification, or other cause may, or in the case of a vacancy in the office of chief executive officer or chief financial officer shall, be filled for the unexpired portion of the term in the manner provided in the articles or bylaws, or determined by the board, or pursuant to section 11-321. [TCR 94-124]

11-351 DELEGATION.
Unless prohibited by the articles or bylaws or by a resolution approved by the affirmative vote of a majority of the directors present, an officer elected or appointed by the board may, without the approval of the board, delegate some or all of the duties and powers of an office to other persons. An officer who delegates the duties or powers of an office remains subject to the standard of conduct for an officer with respect to the discharge of all duties and powers so delegated. [TCR 94-124]

11-361 STANDARD OF CONDUCT.
An officer shall discharge the duties of an office in good faith, in a manner the officer reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. A person exercising the principal functions of an office or to whom some or all of the duties and powers of an office are delegated pursuant to section 11-351 is deemed an officer for purposes of this section and sections 11-467 and 11-521. [TCR 94-124]

SHARES; SHAREHOLDERS

__________

11-401 AUTHORIZED SHARES.
Subdivision 1. Board may authorize. Subject to any restrictions in the articles, a corporation may issue securities and rights to purchase securities only when authorized by the board.
Subdivision 2. Terms of shares. All the shares of a corporation:
(a) Shall be of one class and one series, unless the articles establish, or authorize the board to establish, more than one class or series;
(b) Shall be common shares entitled to vote and shall have equal rights and preferences in all matters not otherwise provided for by the board, unless and to the extent that the articles have fixed the relative rights and preferences of different classes and series; and
(c) Shall have, unless a different par value is specified in the articles, a par value of one cent per share, solely for the purpose of a law, statute or rule imposing a tax or fee based upon the capitalization of a corporation, and a par value fixed by the board for the purpose of a statute or rule requiring the shares of the corporation to have a par value.
Subdivision 3. Procedure for fixing terms. (a) Subject to any restrictions in the articles, the power granted in subdivision 2 may be exercised by a resolution or resolutions approved by the affirmative vote of a majority of the directors present establishing a class or series, setting forth the designation of the class or series, and fixing the relative rights and preferences of the class or series. Any of the rights and preferences of a class or series:
(1) may be made dependent upon facts ascertainable outside the articles, or outside the resolution or resolutions establishing the class or series, provided that the manner in which the facts operate upon the rights and preferences of the class or series is clearly and expressly set forth in the articles or in the resolution or resolutions establishing the class or series; and
(2) may incorporate by reference some or all of the terms of any agreements, contracts, or other arrangements entered into by the issuing corporation in connection with the establishment of the class or series if the corporation retains at its principal executive office a copy of the agreements, contracts, or other arrangements or the portions incorporated by reference.
(b) A statement setting forth the name of the corporation and the text of the resolution and certifying the adoption of the resolution and the date of adoption shall be filed with the Tribal Secretary before the issuance of any shares for which the resolution creates rights or preferences not set forth in the articles; provided, however, where the shareholders have received notice of the creation of shares with rights or preferences not set forth in the articles before the issuance of the shares, the statement may be filed any time within one year after the issuance of the shares. The resolution is effective when the statement has been filed with the Tribal Secretary; or, if it is not required to be filed with the Tribal Secretary before the issuance of shares, on the date of its adoption by the directors.
(c) A statement filed with the Tribal Secretary in accordance with paragraph (b) is not considered an amendment of the articles for purposes of sections 11-137 and 11-471.
Subdivision 4. Specific terms. Without limiting the authority granted in this section, a corporation may issue shares of a class or series:
(a) Subject to the right of the corporation to redeem any of those shares at the price fixed for their redemption by the articles or by the board or at a price determined in the manner specified by the articles or by the board;
(b) Entitling the shareholders to cumulative, partially cumulative, or noncumulative distributions in the amounts fixed by the articles or by the board or in amounts determined in the manner specified by the articles or by the board;
(c) Having preference over any class or series of shares for the payment of distributions of any or all kinds;
(d) Convertible into shares of any other class or any series of the same or another class on the terms fixed by the articles or by the board or on terms determined in the manner specified by the articles or by the board; or
(e) Having full, partial, or no voting rights, except as provided in section 11-137.
[TCR 94-124]

11-402 SHARE DIVIDENDS, DIVISIONS, AND COMBINATIONS.
Subdivision 1. Power to effect. A corporation may effect a share dividend or a division or combination of its shares as provided in this section. As used in this section, the terms "division" and "combination" mean dividing or combining shares of any class or series, whether issued or unissued, into a greater or lesser number of shares of the same class or series.
Subdivision 2. When shareholder approval required; filing of articles of amendment. (a) Articles of amendment must be adopted by the board and the shareholders under sections 11-135 and 11-137 to effect a division or combination if, as a result of the proposed division or combination:
(1) the rights or preferences of the holders of outstanding shares of any class or series will be adversely affected; or
(2) the percentage of authorized shares remaining unissued after the division or combination will exceed the percentage of authorized shares that were unissued before the division or combination.
For purposes of this section, an increase or decrease in the relative voting right of the shares that are the subject of the division or combination that arises solely from the increase or decrease in the number of the shares outstanding is not an adverse effect on the outstanding shares of any class or series and any increase in the percentage of authorized shares remaining unissued arising solely from the elimination of fraction shares under section 11-423 must be disregarded.
(b) If a division or combination is effected under this subdivision, articles of amendment must be prepared that contain the information required by section 11-139.
Subdivision 3. By action of board alone; filing of articles of amendment. (a) Subject to the restrictions provided in subdivision 2 or any restrictions in the articles, a share dividend, division, or combination may be effected by action of the board alone, without the approval of shareholders under sections 11-135 and 11-137. In effecting division or combination under this subdivision, the board may amend the articles to increase or decrease the par value of shares, increase or decrease the number of authorized shares, and make any other change necessary or appropriate to assure that the rights or preferences of the holders of outstanding shares of any class or series will not be adversely affected by the division or combination.
(b) If a division or combination that includes an amendment of the articles is effected under this subdivision, then articles of amendment must be prepared that contain the information required by section 11-139 and a statement that the amendment will not adversely affect the rights or preferences of the holders of outstanding shares of any class or series and will not result in the percentage of authorized shares that remains unissued after the division or combination exceeding the percentage of authorized shares that were unissued before the division or combination. [TCR 94-124]

11-403 SUBSCRIPTIONS FOR SHARES.
Subdivision 1. Signed writing. A subscription for shares, whether made before or after the incorporation of a corporation, is not enforceable against the subscriber unless it is in writing and signed by the subscriber.
Subdivision 2. Irrevocable period. A subscription for shares if irrevocable for a period of six months, unless the subscription agreement provides for, or unless all of the subscribers consent to, an earlier revocation.
Subdivision 3. Payment; installments. A subscription for shares, whether made before or after the incorporation of a corporation, shall be paid in full at the time or times or in the installments, if any, specified in the subscription agreement. In the absence of a provision in the subscription agreement specifying the time at which the subscription is to be paid, the subscription shall be paid at the time or times determined by the board but a call made by the board for payment on subscriptions shall be uniform for all shares of the same class or for all shares of the same series.
Subdivision 4. Method of collection; forfeiture; cancellation or sale for account of subscriber. (a) Unless otherwise provided in the subscription agreement, in the event of default in the payment of an installment or call when due, the corporation may proceed to collect the amount due in the same manner as a debt due the corporation.
(b) If the amount due on a subscription for shares remains unpaid for a period of 20 days after written notice of demand for payment has been given to the delinquent subscriber, the shares subscribed for may be offered for sale by the corporation for a price in money equaling or exceeding the sum of the full balance owed by the delinquent subscriber plus the expenses incidental to the sale. If the shares subscribed for are sold pursuant to this paragraph, the corporation shall pay to the delinquent subscriber or to the delinquent subscriber's legal representative the lesser of (i) the excess of net proceeds realized by the corporation over the sum of the amount owed by the delinquent subscriber plus the expenses incidental to the sale, and (ii) the amount actually paid by the delinquent subscriber. If the shares subscribed for are not sold pursuant to this paragraph, the corporation may collect the amount due in the same manner as a debt due the corporation or cancel the subscription in accordance with paragraph (c).
(c) If the amount due on a subscription for shares remains unpaid for a period of 20 days after written notice of demand for payment has been given to the delinquent subscriber and the shares subscribed for by the delinquent subscriber have not been sold pursuant to paragraph (b), the corporation may cancel the subscription, in which event the shares subscribed for must be restored to the status of authorized but unissued shares, the corporation may retain the portion of the subscription price actually paid that does not exceed ten percent of the subscription price, and the corporation shall refund to the delinquent subscriber or the delinquent subscriber's legal representative that portion of the subscription price actually paid which exceeds ten percent of the subscription price. [TCR 94-124]

11-405 CONSIDERATION FOR SHARE; VALUE AND PAYMENT; LIABILITY.
Subdivision 1. Consideration; procedure. Subject to any restrictions in the articles:
(a) Shares may be issued for any consideration, including, without limitation, money or other tangible or intangible property received by the corporation or to be received by the corporation under a written agreement, or services rendered to the corporation or to be rendered to the corporation under a written agreement, as authorized by resolution approved by the affirmative vote of a majority of the directors present, or approved by the affirmative vote of the holders of a majority of the voting power of the shares present, valuing all nonmonetary consideration and establishing a price in money or other consideration, or a minimum price, or a general formula or method by which the price will be determined; and
(b) Upon authorization in accordance with section 11-402, the corporation may, without any new or additional consideration, issue its own shares in exchange for or in conversion of its outstanding shares, or issue its own shares pro-rata to its shareholders or the shareholders of one or more classes or series, to effectuate share dividends, divisions, or combinations. No shares of a class or series, shares of which are then outstanding, shall be issued to the holders of shares of another class or series (except in exchange for or in conversion of outstanding shares of the other class or series), unless the issuance either is expressly provided for in the articles or is approved at a meeting by the affirmative vote of the holders of a majority of the voting power of all shares of the same class or series as the shares to be issued.
Subdivision 2. Value; liability. The determinations of the board or the shareholders as to the amount or fair value or the fairness to the corporation of the consideration received or to be received by the corporation for its shares or the terms of payments, as well as the agreement to issue shares for that consideration, are presumed to be proper if they are made in good faith and on the basis of accounting methods, or a fair valuation or other method, reasonable in the circumstances, and unless otherwise required by the articles, the consideration may be less than the par value, if any, of the shares. Directors or shareholders who are present and entitled to vote, and who, intentionally or without reasonable investigation, fail to vote against approving an issue of shares for a consideration that is unfair to the corporation, or overvalue property or services received or to be received by the corporation as consideration for shares issued, are jointly and severally liable to the corporation for the benefit of the then shareholders who did not consent to and are damaged by the action, to the extent of the damages of those shareholders. A director or shareholder against whom a claim is asserted pursuant to this subdivision, except in case of knowing participation in a deliberate fraud, is entitled to contribution on an equitable basis from other directors or shareholders who are liable under this section.
Subdivision 3. Payment; liability; contribution; statute of limitations. (a) A corporation shall issue only shares that are nonassessable or that are assessable but are issued with the unanimous consent of the shareholders. "Nonassessable" shares are shares for which the agreed consideration has been fully paid, delivered, or rendered to the corporation. Consideration in the form of a promissory note, a check, or a written agreement to transfer property or render services to a corporation in the future is fully paid when the note, check, or written agreement is delivered to the corporation.
(b) If shares are issued in violation of paragraph (a), the following persons are jointly and severally liable to the corporation for the difference between the agreed consideration for the shares and the consideration actually received by the corporation:
(1) A director or shareholder who was present and entitled to vote but who failed to vote against the issuance of the shares knowing of the violation;
(2) The person to whom the shares were issued; and
(3) A successor or transferee of the interest in the corporation of a person described in clause (1) or (2), including a purchaser of shares, a subsequent assignee, successor, or transferee, a pledgee, a holder of any other security interest in the assets of the corporation or shares granted by the person described in clause (1) or (2), or a legal representative of or for the person or estate of the person, which successor, transferee, purchaser, assignee, pledgee, holder, or representative acquired the interest knowing of the violation.
(c) (1) A pledgee or holder of any other security interest in all or any shares that have been issued in violation of paragraph (a) is not liable under paragraph (b) if all those shares are surrendered to the corporation. The surrender does not impair any rights of the pledgee or holder of any other security interest against the pledgor or person granting the security interest.
(2) A pledgee, holder of any other security interest, or legal representative is liable under paragraph (b) only in that capacity. The liability of the person under paragraph (b) is limited to the assets held in that capacity for the person or estate of the person described in clause (1) or (2) of paragraph (b).
(3) Each person liable under paragraph (b) has a full right of contribution on an equitable basis from all other persons liable under paragraph (b) for the same transaction.
(4) An action shall not be maintained against a person under paragraph (b) unless commenced within two years from the date on which shares are issued in violation of paragraph (a). [TCR 94-124]

11-413 PREEMPTIVE RIGHTS.
Subdivision 1. Presumption; modification. Unless denied or limited in the articles or by the board pursuant to section 11-401, subdivision 2, clause (b), a shareholder of a corporation has the preemptive rights provided in this section.
Subdivision 2. Definition. A preemptive right is the right of a shareholder to acquire a certain fraction of the unissued securities or rights to purchase securities of a corporation before the corporation may offer them to other persons.
Subdivision 3. When right accrues. A shareholder has a preemptive right whenever the corporation proposes to issue new or additional shares or rights to purchase shares of the same series as the series held by the shareholder or, if a class of shares has no series, the same class as the class held by the shareholder, or new or additional securities other than shares, or rights to purchase securities other than shares, that are exchangeable for, convertible into, or carry a right to acquire new or additional shares of the same series as the series held by the shareholder or, if a class of shares has no series, the same class as the class held by the shareholder.
Subdivision 4. Exemptions. A shareholder does not have a preemptive right to acquire securities or rights to purchase securities that are:
(a) Issued for a consideration other than money;
(b) Issued pursuant to a plan of merger or exchange;
(c) Issued pursuant to an employee or incentive benefit plan approved at a meeting by the affirmative vote of the holders of a majority of the voting power of all shares entitled to vote;
(d) Issued upon exercise of previously issued rights to purchase securities of the corporation;
(e) Issued pursuant to a public offering of the corporation's securities or rights to purchase securities. For purposes of this clause, "public offering" means an offering of the corporation's securities or rights to purchase securities if the resale or other distribution of those securities or rights to purchase securities is not restricted by Tribal, state or federal securities laws; or
(f) Issued pursuant to a plan of reorganization approved by a court of competent jurisdiction pursuant to a law of this Tribe or a statute of the United States.
Subdivision 5. Fraction to be acquired. The fraction of the new issue that each shareholder may acquire by exercise of a preemptive right is the ratio that the number of shares of that class or series owned by the shareholder before the new issue bears to the total number of shares of that class or series issued and outstanding before the new issue.
Subdivision 6. Waiver. A shareholder may waive a preemptive right in writing. The waiver is binding upon the shareholder whether or not consideration has been given for the waiver. Unless otherwise provided in the waiver, a waiver of preemptive rights is effective only for the proposed issuance described in the waiver.
Subdivision 7. Notice. When proposing the issuance of securities with respect to which shareholders have preemptive rights under this section, the board shall cause notice to be given to each shareholder entitled to preemptive rights. The notice shall be given at least ten days before the date by which the shareholder must exercise a preemptive right and shall contain:
(a) The number or amount of securities with respect to which the shareholder has a preemptive right, and the method used to determine that number or amount;
(b) The price and other terms and conditions upon which the shareholder may purchase them; and
(c) The time within which and the method by which the shareholder must exercise the right.
Subdivision 8. Issuance to others. Securities that are subject to preemptive rights but not acquired by shareholders in the exercise of those rights may, for a period not exceeding one year after the date fixed by the board for the exercise of those preemptive rights, be issued to persons the board determines, at a price not less than, and on terms no more favorable to the purchaser than, those offered to the shareholders. Securities that are not issued during that one year period shall, at the expiration of the period, again become subject to preemptive rights of shareholders.
Subdivision 9. Modification. No amendment to the articles which has the effect of denying, limiting, or modifying the preemptive rights provided in this section shall be adopted if the votes of a proportion of the voting power sufficient to elect a director at an election of the entire board under cumulative voting are cast against the amendment. [TCR 94-124]

11-417 SHARE CERTIFICATES; ISSUANCE AND CONTENTS; UNCERTIFICATED SHARES.
Subdivision 1. Certificated; uncertificated. The shares of a corporation shall be either certificated shares or uncertificated shares. Each holder of certificated shares issued in accordance with section 11-405, subdivision 3, paragraph (a) is entitled to a certificate of shares.
Subdivision 2. Certificates; signature required. Certificates shall be signed by an agent or officer authorized in the articles or bylaws to sign share certificates or, in the absence of an authorization, by an officer.
Subdivision 3. Signature valid. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent, or registrar of a corporation, the certificate may be issued by the corporation, even if the person has ceased to have that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue.
Subdivision 4. Form of certificate. A certificate representing shares of a corporation shall contain on its face:
(a) The name of the corporation;
(b) A statement that the corporation is incorporated under the laws of the Winnebago Tribe of Nebraska;
(c) The name of the person to whom it is issued; and
(d) The number and class of shares, and the designation of the series, if any, that the certificate represents.
Subdivision 5. Limitations set forth. A certificate representing shares issued by a corporation authorized to issue shares of more than one class or series shall set forth upon the face or back of the certificate, or shall state that the corporation will furnish to an shareholder upon request and without charge, a full statement of the designations, preferences, limitations, and relative rights of the shares of each class or series authorized to be issued, so far as they have been determined, and the authority of the board to determine the relative rights and preferences of subsequent classes or series.
Subdivision 6. Prima facie evidence. A certificate signed as provided in subdivision 2 is prima facie evidence of the ownership of the shares referred to in the certificate.
Subdivision 7. Uncertificated shares. Unless uncertificated shares are prohibited by the articles or bylaws, a resolution approved by the affirmative vote of a majority of the directors present may provide that some or all of any or all classes and series of its shares will be uncertificated shares. The resolution does not apply to shares represented by a certificate until the certificate is surrendered to the corporation. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send to the new shareholder the information required by this section to be stated on certificates. Except as otherwise expressly provided by statute, the rights and obligations of the holders of certificated and uncertificated shares of the same class and series are identical.
[TCR 94-124]

11-419 LOST SHARE CERTIFICATES; REPLACEMENT.
Subdivision 1. Issuance. A new share certificate may be issued to replace one that is alleged to have been lost, stolen, or destroyed. The owner must (i) notify the issuer within a reasonable time after having notice of the loss and request a replacement before the issuer has notice that the security has been acquired by a bona fide purchaser; (ii) file with the issuer a sufficient indemnity bond; and (iii) satisfy any other reasonable requirements imposed by the issuer.
Subdivision 2. Not overissue. The issuance of a new certificate under this section does not constitute an overissue of the shares it represents. [TCR 94-124]

11-423 FRACTIONAL SHARES.
Subdivision 1. Issuance; alternative exchange. A corporation may issue fractions of a share originally or upon transfer. If it does not issue fractions of a share, it shall in connection with an original issuance of shares:
(a) Arrange for the disposition of fractional interests by those entitled to them;
(b) Pay in money the fair value of fractions of a share as of the time when persons entitled to receive the fractions are determined; or
(c) Issue scrip or warrants in registered or bearer form that entitle the holder to receive a certificate for a full share upon the surrender of the scrip or warrants aggregating a full share.
Subdivision 2. Restrictions; rights. A corporation shall not pay money for fractional shares if that action would result in the cancellation of more than 20 percent of the outstanding shares of a class. A determination by the board of the fair value of fractions of a share is conclusive in the absence of fraud. A certificate or a transaction statement for a fractional share does, but scrip or warrants do not unless they provide otherwise, entitle the shareholder to exercise voting rights or to receive distributions. The board may cause scrip or warrants to be issued subject to the condition that they become void if not exchanged for full shares before a specified date, or that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds distributed to the holder of the scrip or warrants, or to any other condition or set of conditions the board may impose.
[TCR 94-124]

11-425 LIABILITY OF SUBSCRIBERS AND SHAREHOLDERS WITH RESPECT TO SHARES.
A subscriber for shares or a shareholder of a corporation is under no obligation to the corporation or its creditors with respect to the shares subscribed for or owned, except to pay to the corporation the full consideration for which the shares are issued or to be issued. [TCR 94-124]

11-429 RESTRICTION ON TRANSFER OR REGISTRATION OF SECURITIES.
Subdivision 1. How imposed. A restriction on the transfer or registration of transfer of securities of a corporation may be imposed in the articles, in the bylaws, by a resolution adopted by the shareholders, or by an agreement among or other written action by a number of shareholders or holders of other securities or among them and the corporation. A restriction is not binding with respect to securities issued prior to the adoption of the restriction, unless the holders of those securities are parties to the agreement or voted in favor of the restriction.
Subdivision 2. Restrictions permitted. A written restriction on the transfer or registration of transfer of securities of a corporation that is not manifestly unreasonable under the circumstances and is noted conspicuously on the face or back of the certificate or transaction statement may be enforced against the holder of the restricted securities or a successor or transferee of the holder, including a pledgee or a legal representative. Unless noted conspicuously on the face or back of the certificate or transaction statement, a restriction, even though permitted by this section, is ineffective against a person without knowledge of the restriction. A restriction under this section is deemed to be noted conspicuously and is effective if the existence of the restriction is stated on the certificate and reference is made to a separate document creating or describing the restriction. [TCR 94-124]

11-431 REGULAR MEETINGS OF SHAREHOLDERS.
Subdivision 1. Frequency. Regular meetings of shareholders may be held on an annual or other less frequent periodic basis, but need not be held unless required by the articles or bylaws or by subdivision 2.
Subdivision 2. Demand by shareholder. If a regular meeting of shareholders has not been held during the immediately preceding 15 months, shareholders holding at least ten percent of the voting power of all shares entitled to vote may demand a regular meeting of shareholders by written notice of demand given to the chief executive officer or the chief financial officer of the corporation. Within 30 days after receipt of the demand by one of those officers, the board shall cause a regular meeting of shareholders to be called and held on notice no later than 90 days after receipt of the demand, all at the expense of the corporation. If the board fails to cause a regular meeting to be called and held as required by this subdivision, the shareholder or shareholders making the demand may call the regular meeting by giving notice as required by section 11-435, all at the expense of the corporation.
Subdivision 3. Time; place. A regular meeting, if any, shall be held on the day or date and at the time and place fixed by, or in a manner authorized by, the articles or bylaws, except that a meeting called by or at the demand of a shareholder pursuant to subdivision 2 shall be held on the Reservation.
Subdivision 4. Elections required; other business. At each regular meeting of shareholders there shall be an election of qualified successors for directors who serve for an indefinite term or whose terms have expired or are due to expire within six months after the date of the meeting. No other particular business is required to be transacted at a regular meeting. Any business appropriate for action by the shareholders may be transacted at a regular meeting. [TCR 94-124]
11-433 SPECIAL MEETINGS OF SHAREHOLDERS.
Subdivision 1. Who may call. Special meetings of the shareholders may be called for any purpose or purposes at any time, by:
(a) The chief executive officer;

HealthJustice.us

Progressive Policies

Categories

User login

Corporate Code

Abstract: