CHAPTER 24-1
GENERAL

24-1-1 Citation.

This Code shall be known as the Prairie Band Potawatomi Nation Business Corporation Code.

24-1-2 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.

(A)    “Acquiring Corporation.” “Acquiring corporation” means the tribal or foreign corporation that acquired the shares of a corporation in an exchange.

(B)    “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.

(C)    “Articles.” “Articles” means, in the case of a corporation incorporated under or governed by this Code, 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 served using a similar function required to be filed with the Tribal Secretary or other officer of the Nation.

(D)    “Board.” “Board” means the board of directors of a corporation.

(E)    “Certificated Security.” “Certificated Security” means a security that is represented by a certificate.

(F)    “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.

(G)    “Closely held corporation.” “Closely held corporation” means a corporation which does not have more than 35 shareholders.

(H)    “Constituent Corporation.” “Constituent Corporation” means a tribal or foreign corporation that is a party to a merger or exchange.

(I)    “Corporation.” “Corporation” means a corporation, other than a foreign corporation, organized for profit and incorporated under or governed by this Code.

(J)    “Director.” “Director” means a member of the Board.

(K)    “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.

(L)    “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, has been delivered to the Tribal Secretary of the Nation 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.

(M)    “Foreign Corporation.” “Foreign Corporation” means a corporation organized for profit that is incorporated under laws other than the laws of the Nation.

(N)    “Good faith.” “Good faith” means honesty in fact in the conduct of the act or transaction concerned.

(O)    “Intentionally.” “Intentionally” means that the person referred to either has a purpose to do or fails 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.

(P)    “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.

(Q)    “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.

(R)    “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.

(S)    “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 24-7-5.

(T)    “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.

(U)    “Outstanding shares.” “Outstanding shares” means all shares duly issued and not reacquired by a corporation.

(V)    “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.

(W)    “Person.” “Person” means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, public corporation, or any other legal or commercial entity.

(X)    “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.

(Y)    “Registered office.” “Registered office” means the place designated in the articles of a corporation as the registered office of the corporation.

(Z)    “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.

(AA)    “Reservation.” “Reservation” means all lands under the jurisdiction of the Nation pursuant to the Tribal Constitution, individual tribal member allotments, and all lands held in trust by the United States of America for the benefit of the Nation or its members.

(AB)    “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 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.

(AC)    “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.

(AD)    “Share.” “Share” means one of the units, however designated, into which the shareholder’s proprietary interests in a corporation are divided.

(AE)    “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.

(AF)    “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.

(AG)    “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.

(AH)    “Surviving Corporation.” “Surviving corporation” means the tribal or foreign corporation resulting from a merger.

(AI)    “Transaction Statement.” “Transaction Statement” means an initial transaction statement which documents (a) the transfer of an Uncertificated Security from the issuer to a new registered owner and if the security has been transferred subject to a registered pledge, to the registered plegee; or (b) the pledge of an Uncertificated Security; or (c) the release of a pledge of an Uncertificated Security. The written statement shall contain: a description of the issue of which the Uncertificated Security is a part; the number of shares transferred, pledged or released; the name and address of any taxpayer identification number of any new registered owner or registered pledge; the notation of any liens and restrictions of the issuer or adverse claims, or a statement indicating there are no such liens, restriction or adverse claims; and the date the transfer, pledge, or release was registered.

(AJ)    “Tribal Corporation.” “Tribal corporation” means a corporation that is incorporated under this Code.

(AK)    “Tribal Council.” “Tribal Council” means the Tribal Council of the Nation as established by Articles III and IV of the Tribal Constitution.

(AL)    “Tribal Court.” “Tribal Court” means the Judicial Council as established by Article VI of the Tribal Constitution.

(AM)    “Tribal Finance Department.” “Tribal Finance Department” means the finance division of the Tribal Administration Office.

(AN)    “Tribal Finance Director.” “Tribal Finance Officer” means the program director for the finance division of the Tribal Administration Office.

(AO)    “Tribal Secretary.” “Tribal Secretary” means the Tribal Secretary of the Tribal Council as established by Article VIII, Section 3 of the Tribal Constitution. The Tribal Secretary may delegate any responsibilities and/or duties designated under this Code to an officer of the Nation any other tribal office as determined by the Tribal Secretary.

(AP)    “Nation.” “Nation” means the Prairie Band Potawatomi Nation including any of its political subdivisions, or any of its departments, agencies, instrumentalities, governmental entities or commercial entities.

(AQ)    “Trust land.” “Trust land” means land held in trust by the United States government for the benefit of the Nation or its members.

(AR)    “Uncertificated Security.” “Uncertificated Security” or “Uncertificated Shares” means a security or shares that are not represented by a certificate.

(AS)    “Vote.” “Vote” includes authorization by written action.

(AT)    “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.