Title 24
Business Corporation Code
24-1 GENERAL
24-1-1 Citation.
24-1-2 Definitions.
24-2 APPLICATION
24-2-1 Reservation of Right.
24-2-2 Corporations Wholly Owned by the Nation.
24-2-3 Sovereign Immunity of the Nation Not Waived.
24-2-4 Organized Under Constitution and Laws of Nation.
24-3 INCORPORATION; ARTICLES
24-3-1 Purposes.
24-3-2 Incorporators.
24-3-4 Corporate Name.
24-3-5 Reserved Name.
24-3-6 Registered Office; Registered Agent.
24-3-7 Change of Registered Office or Registered Agent; Change of Name of Registered Agent.
24-3-8 Amendment of Articles.
24-3-9 Procedure for Amendment Before Issuance of Shares.
24-3-10 Procedure for Amendment After Issuance of Shares.
24-3-11 Class or Series Voting on Amendments.
24-3-12 Articles of Amendment.
24-3-13 Effect of Amendment.
24-3-14 Filing Articles.
24-3-15 Effective date of articles.
24-3-16 Presumption; certificate of incorporation.
24-4 POWERS
24-4-1 Powers.
24-4-2 Corporate seal.
24-4-3 Effect of Lack of Power; Ultra Vires.
24-5 ORGANIZATION; BYLAWS
24-5-1 Organization.
24-5-2 Bylaws.
24-6 BOARD
24-6-1 Board.
24-6-2 Number.
24-6-3 Qualifications; Election.
24-6-4 Terms.
24-6-5 Acts Not Void or Voidable.
24-6-6 Compensation.
24-6-7 Classification of Directors.
24-6-8 Cumulative Voting for Directors.
24-6-9 Resignation.
24-6-10 Removal of Directors.
24-6-11 Vacancies.
24-6-12 Board Meetings.
24-6-13 Absent directors.
24-6-14 Quorum.
24-6-15 Act of the Board.
24-6-16 Action Without Meeting.
24-6-17 Committees.
24-6-18 Standard of Conduct.
24-6-19 Director conflicts of interest.
24-7 OFFICERS
24-7-1 Officers Required.
24-7-2 Duties of Required Officers.
24-7-3 Other Officers.
24-7-4 Multiple Offices.
24-7-5 Officers Deemed Elected.
24-7-6 Contract Rights.
24-7-7 Resignation; Removal; Vacancies.
24-7-8 Delegation.
24-7-9 Standard of conduct.
24-8 SHARES; SHAREHOLDERS
24-8-1 Authorized shares.
24-8-2 Share Dividends, Divisions, and Combinations.
24-8-3 Subscriptions for Shares.
24-8-4 Consideration for shares; value and payment; liability.
24-8-5 Preemptive rights.
24-8-6 Share certificates; issuance and contents; Uncertificated Shares.
24-8-7 Lost share Certificates; Replacement.
24-8-8 Fractional Shares.
24-8-9 Liability of Subscribers and Shareholders with Respect to Shares.
24-8.10 Restriction on Transfer or Registration of Securities. 41
24-8-11 Regular Meetings of Shareholders.
24-8-12 Special Meetings of Shareholders.
24-8-13 Notice.
24-8-14 Electronic Communications.
24-8-15 Act of the Shareholders.
24-8-16 Action Without a Meeting.
24-8-17 Quorum.
24-8-18 Voting Rights.
24-8-19 Voting of shares by organizations and legal representatives.
24-8-20 Proxies.
24-8-21 Voting Trusts.
24-8-22 Shareholder Voting Agreements.
24-8-23 Shareholder Control Agreements.
24-8-24 Books and Records; Inspection.
24-8-25 Financial statements.
24-8-26 Equitable remedies.
24-8-27 Rights of dissenting shareholders.
24-8-28 Procedures for Asserting Dissenter’s Rights.
24-9 LOANS; OBLIGATIONS; DISTRIBUTIONS
24-9-1 Loans; Guarantees; Suretyship.
24-9-2 Advances.
24-9-3 Indemnification.
24-9-4 Distributions.
24-9-5 Powers to Acquire Shares.
24-9-6 Liability of Shareholders for Illegal Distributions.
24-9-7 Liability of Directors for Illegal Distributions.
24-10 MERGER, EXCHANGE, TRANSFER
24-10-1 Merger, Exchange, Transfer.
24-10-2 Plan of Merger or Exchange.
24-10-3 Plan Approval.
24-10-4 Articles of Merger or Exchange; Certificate.
24-10-5 Merger of Subsidiary.
24-10-6 Abandonment.
24-10-7 Effective Date of Merger or Exchange; Effect.
24-10-8 Merger or exchange with foreign corporation.
24-10-9 Transfer of Assets; When Permitted.
24-11 DISSOLUTION
24-11-1 Methods of dissolution.
24-11-2 Voluntary dissolution by incorporators.
24-11-3 Voluntary dissolution by shareholders.
24-11-4 Filing notice of intent to dissolve; effect.
24-11-5 Dissolution procedure for corporations that give notice to creditors and claimants.
24-11-6 Dissolution Procedure for Corporations that Do Not Give Notice.
24-11-7 Revocation of dissolution proceedings.
24-11-8 Effective date of dissolution; certificate.
24-11-9 Supervised Voluntary Dissolution.
24-11-10 Judicial Intervention; Equitable Remedies or Dissolution.
24-11-11 Procedure in Involuntary or Supervised Voluntary Dissolution.
24-11-12 Qualifications of Receivers; Powers.
24-11-13 Action by Tribal Secretary.
24-11-14 Filing claims in proceedings to dissolve.
24-11-15 Discontinuance of dissolution proceedings.
24-11-16 Decree of Dissolution.
24-11-17 Filing Decree.
24-11-18 Deposit with Tribal Finance Department of Amount Due Certain Shareholders.
24-11-19 Claims Barred; Exceptions.
24-11-20 Right to Sue or Defend After Dissolution.
24-11-21 Omitted Assets.
24-12 EXTENSION
24-12-1 Extension after duration expired.
24-12-2 Effect of extension.
24-13 CORPORATE REGISTRATION
24-13-1 Information required.
24-14 ACTIONS AGAINST CORPORATIONS
24-14-1 Service of process on corporation.
24-14-2 Tribal Court Action; remedies and penalties.
24-15 CORPORATIONS WHOLLY OWNED BY THE NATION
24-15-1 Scope.
24-15-2 Application.
24-15-3 Special Powers, Privileges and Immunities of Corporations Wholly Owned by the Nation.
24-15-4 Board.
24-15-5 Shares in Corporations Wholly Owned by the Nation; Shareholders; Voting.
24-15-6 Liability of Nation as Shareholder.
24-15-7 Shareholder Meetings.
24-15-8 Assets; Distribution of Income.
24-15-9 Voluntary dissolution; Tribal Council.
24-16 EFFECTIVE DATE AND AUTHORITY
24-16-1 Severability; Effect of Invalidity of Part of this Code.
24-16-2 Effective Date.
24-16-3 Authority.
24-16-4 No Impairment of Contracts.
24-16-5 Fees for Filing Documents and Issuing Certificates.
24-16-6 Certificates and Certified Copies to be Received in Evidence
24-16-7 Forms to be Furnished by the Tribal Secretary.
24-16-8 Franchise Taxes Payable by Tribal Corporation.
24-16-9 Repealer.