CHAPTER 24-8
SHARES; SHAREHOLDERS

24-8-1 Authorized shares.

(A)    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.

(B)    Terms of shares. All the shares of a corporation:

(1)    Shall be of one class and one series, unless the articles establish, or authorize the board to establish, more than one class or series;

(2)    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

(3)    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.

(B)    Procedure for fixing terms.

(1)    Subject to any restrictions in the articles, the power granted in Section 24-8-1 (B) may lie 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 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 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, contacts or other arrangements or the portions incorporated by reference.

(2)    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.

(3)    A statement filed with the Tribal Secretary in accordance with Section 24-8-1 (C)(3) is not considered an amendment of the articles for purposes of Sections 24-3-11 and 24-8-27.

(D)    Specific terms. Without limiting the authority granted in this Section, a corporation may issue shares of a class or series:

(1)    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;

(2)    Entitling the shareholders to cumulative, partially cumulative, or non-cumulative 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;

(3)    Having preference over any class or series of shares for the payment of distributions of any kinds;

(4)    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

(5)    Having full, partial, or no voting rights, except as provided in Section 24-3-11.

24-8-2 Share Dividends, Divisions, and Combinations.

(A)    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” means 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.

(B)    When shareholder approval required; filing of articles of amendment. Articles of amendment must be adopted by the board and the shareholders tender Sections 24-3-10 and 24-3-11 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.

(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 24-8-8 must be disregarded.

(3)    If a division or combination is effected under this subdivision, articles of amendment must be prepared that contain the information required by Section 24-3-12.

(C)    By action of board alone; filing, of articles of amendment. Subject to the restrictions provided in Section 24-8-2 (B) or any restrictions in the articles, a share dividend, division, or combination may be affected by action of the board alone, without the approval of shareholders under Sections 24-3-10 and 24-3-11. 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 changes necessary or appropriate to assure that the rights or preferences of the holders of outstanding big shares of any class or series will not be adversely affected by the division or combination. 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 24-3-12 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.

24-8-3 Subscriptions for Shares.

(A)    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.

(B)    Irrevocable period. A subscription for shares is irrevocable for a period of six months, unless the subscription agreement provides for, or unless all of the subscribers consent to, an earlier revocation.

(C)    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.

(D)    Method of collection; forfeiture; cancellation or sale for account of subscriber.

(1)    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.

(2)    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

(a)    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

(b)    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 (3).

(3)    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 (2), 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.

24-8-4 Consideration for shares; value and payment; liability.

(A)    Consideration; procedure. Subject to any restrictions in the articles:

(1)    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 non-monetary 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

(2)    Upon authorization in accordance with Section 24-8-2, 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.

(B)    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 find 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.

(C)    Payment; liability; contribution; statute of limitations.

(1)    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.

(2)    If shares are issued if 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:

(a)    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;

(b)    The person to whom the shares were issued; and

(c)    A successor or transferee of the interest in the corporation of a person described in clause (a) or (b), 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 (a) or (b), 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.

(3)    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.

(4)    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 (a) or (b) of paragraph (2).

(5)    Each person liable under paragraph (2) has a full right of contribution on an equitable basis from all other persons liable under paragraph (2) for the same transaction.

(6)    An action shall not be maintained against a person under paragraph (2) unless commenced within two years from the date on which shares are issued in violation of paragraph (1).

24-8-5 Preemptive rights.

(A)    Presumption; modification. Unless denied or limited in the articles or by the board pursuant to Section 24-8-1 (B), clause (2), a shareholder of a corporation has the preemptive rights provided in this Section.

(B)    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.

(C)    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.

(D)    Exemptions. A shareholder does not have a preemptive right to acquire securities or rights to purchase securities that are:

(1)    Issued for a consideration other than money;

(2)    Issued pursuant to a plan of merger or exchange;

(3)    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;

(4)    Issued upon exercise of previously issued rights to purchase securities of the corporation;

(5)    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

(6)    Issued pursuant to a plan of reorganization approved by any court of competent jurisdiction pursuant to a law of this Nation or a statute of the United States.

(E)    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.

(F)    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.

(G)    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. This notice shall be given at least ten days before the date by which the shareholder must exercise a preemptive right and shall contain:

(1)    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;

(2)    The price and other terms and conditions upon which the shareholder may purchase them; and

(3)    The time within which and the method by which the shareholder must exercise the right.

(H)    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.

(I)    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 a director at an election of the entire board under cumulative voting are cast against the amendment.

24-8-6 Share certificates; issuance and contents; Uncertificated Shares.

(A)    Certificated; Uncertificated. The shares of a corporation shall be either Certificated Shares or Uncertificated. Each holder of Certificated Shares issued in accordance with Section 24-8-4 (C) paragraph (1), is entitled to a certificate of shares.

(B)    Certificates; signature required. Certificates shall be signed by an agent or officer authorized by the articles or bylaws to sign share certificates or, in the absence of an authorization, by an officer.

(C)    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.

(D)    Form of certificate. A certificate representing shares of a corporation shall contain on its face:

(1)    The name of the corporation;

(2)    A statement that the corporation is incorporated under the laws of the Prairie Band Potawatomi Nation;

(3)    The name of the person to whom it is issued; and

(4)    The number and class of shares, and the designation of the series, if any, that the certificate represents.

(E)    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.

(F)    Prima facie evidence. A certificate signed as provided in Section 24-8-6 (B) is prima facie evidence of the ownership of the shares referred to in the certificate.

(G)    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 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.

24-8-7 Lost share Certificates; Replacement.

(A)    Issuance. A new share certificate may be issued to replace one that is alleged to have been lost, stolen, or destroyed. The owner must:

(a)    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;

(b)    File with the issuer a sufficient indemnity bond; and

(c)    Satisfy any other reasonable requirements imposed by the issuer.

(B)    Not over issue. The issuance of a new certificate under this Section does not constitute an over issue of the shares it represents.

24-8-8 Fractional Shares.

(A)    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:

(1)    Arrange for the disposition of fractional interests by those entitled to them;

(2)    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

(3)    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.

(B)    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 Certificated or Uncertificated security representing 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.

24-8-9 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.

24-8.10 Restriction on Transfer or Registration of Securities.

(A)    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.

(B)    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 a Transaction Statement may be enforced against the holder 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.

24-8-11 Regular Meetings of Shareholders.

(A)    Frequency. Regular meetings of shareholders may be held on an annual or other less frequent periodic basis, but need not be field unless required by the articles or bylaws or by Section 24-8-11 (B).

(B)    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 24-8-13, all at the expense of the corporation.

(C)    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 to Section 24-8-11 (B) shall be held on the Reservation.

(D)    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.

24-8-12 Special Meetings of Shareholders.

(A)    Who May Call. Special meetings of the shareholders may be called for any purpose or purposes at any time by:

(1)    The chief executive officer;

(2)    The chief financial officer;

(3)    Two or more directors;

(4)    A person authorized in the articles or bylaws to call special meetings; or

(5)    A shareholder or shareholders holding, ten percent or more of the voting power of all shares entitled to vote, except that a special meeting for the purpose of considering any action to directly or indirectly facilitate or effect a business combination, including any action to change or otherwise affect the composition of the board of directors for that purpose, must be called by 25 percent or more of the voting power of all shares entitled to vote.

(B)    Demand by shareholders. A shareholder or shareholders holding the voting power specified in Section 24-8-12 (A), paragraph (5), may demand a special meeting of shareholders by written notice of demand giving notice to chief executive officer or chief financial officer of the corporation and containing the purposes of the meeting. Within 30 days after receipt of the demand by one of those officers, the board shall cause a special meeting of shareholders to be called and held on notice not later than 90 days after receipt of the demand, all at the expense of the corporation. If the board fails to cause a special meeting to be called and held as required by this subdivision, the shareholder or shareholders making the demand may call the meeting by giving notice as required by Section 24-8-13, all at the expense of the corporation.

(C)    Time; place. Special meetings shall be held on the date and at the time and place fixed by the chief executive officer, the chief financial officer, the board, or a person authorized by the articles or bylaws to call a meeting, except that a special meeting called by or at the demand of a shareholder or shareholders pursuant to Section 24-8-12 (B) shall be held on the Reservation.

(D)    Business limited. The business transacted at a special meeting is limited to the purposes stated in the notice of the meeting. Any business transacted at a special meeting that is not included in those stated purposes is voidable by or on behalf of the corporation, unless all of the shareholders have waived notice of the meeting, in accordance with Section 24-8-13 (D).

24-8-13 Notice.

(A)    To Whom given. Except as otherwise provided in this Code, notice of all meetings of shareholders shall be given to every holder of shares entitled to vote, unless:

(1)    The meeting is an adjourned meeting and the date, time, and place of the meeting were announced at the time of adjournment; or

(2)    The following have been mailed by first class mail to a shareholder at the address in the corporate records and returned undeliverable:

(a)    Two consecutive annual meeting notices and notices of any special meetings held during the period between the two annual meetings; or

(b)    All payments of dividends sent during a 12-month period, provided there are at least two sent during the 12-month period. An action or meeting, which is taken or held without notice under paragraph (b) has the same force and effect as if notice was given. If the shareholder delivers a written notice of the shareholder’s current address to the corporation, the notice requirement is reinstated.

(B)    When given. In all instances where a specific minimum notice period has not otherwise been fixed by law, the notice shall be given at least ten days before the date of the meeting, or a shorter time provided in the articles or bylaws, and not more than 60 days before the date of the meeting.

(C)    Contents. The notice shall contain the date, time, and place of the meeting, and any other information required by this Code. In the case of a special meeting, the notice shall contain a statement of the purposes of the meeting. The notice may also contain any other information required by the articles or bylaws or deemed necessary or desirable by the board or by any other person or persons calling the meeting.

(D)    Waiver, objections. A shareholder may waive notice of a meeting of shareholders. A waiver of notice by shareholder 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 shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting.

24-8-14 Electronic Communications.

(A)    Electronic conferences. If and to the extent authorized in the bylaws or by the board of a closely held corporation, a conference among shareholders by any means of communication through which the shareholders may simultaneously hear each other during the conference constitutes a regular or special meeting of shareholders, if the same notice is given of the conference to every holder of shares entitled to vote as would be required by this Code for a meeting, and if the number of shares held by the shareholders participating in the conference would be sufficient to constitute a quorum at a meeting. Participation in a conference, by that means constitutes presence at the meeting in person or by proxy if all the other requirements of Section 24-8-20 are met.

(B)    Participation in electronic means. If and to the extent authorized in the bylaws or by the board of a closely held corporation, a shareholder may participate in a regular or special meeting of shareholders not described in subdivision 1 by any means of communication through which the shareholder, other shareholders so participating, and all shareholders physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by that means constitutes presence at the meeting in person or by proxy if all the other requirements of Section 24-8-20 are met.

(C)    Waiver. Waiver of notice of a meeting by means of communication described in Sections 24-8-14 (A) and 24-8-14 (B) may be given in the provided in Section 24-8-13 (D). Participation in a meeting by means of communication described in Sections 24-8-14 (A) and 24-8-14 (B) is a waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because, the item may not be lawfully be considered at the meeting and does not participate in the consideration of the item at the meeting.

24-8-15 Act of the Shareholders.

(A)    Majority required. The shareholders shall take action by the affirmative vote of the holders of the greater of: 1) a majority of the voting power of the shares present and entitled to vote on that item of business, or 2) a majority of the voting power of the minimum number of the shares entitled to vote that would constitute a quorum for the transaction of business at the meeting, except where this Code or the articles require 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 control.

(B)    Voting class. In any case where a class or series of shares is entitled by this Code, the articles, the bylaws, or the terms of the shares to vote as a class or series, the matter being voted upon must also receive, the affirmative vote of the holders of the same proportion of the shares present of that class or series, or of the total outstanding shares of that class or series, as the proportion required pursuant to Section 24-8-15 (A), unless the articles require a larger proportion. Unless otherwise stated in the articles or bylaws in the case of voting as a class, the minimum percentage of the total number of shares of the class or series which must be present shall be equal to the minimum percentage of all outstanding, shares entitled to vote required to be present under Section 24-8-17.

24-8-16 Action Without a Meeting.

An action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to vote on that action. The written action is effective when it has been signed by all of those shareholders, unless a different effective time is provided in the written action.

24-8-17 Quorum.

The holders of a majority of the voting power of the shares entitled to vote at a meeting are a quorum for the transaction of business, unless a larger or smaller proportion or number is provided in the articles or bylaws. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally present leaves less than the proportion or number otherwise required for a quorum.

24-8-18 Voting Rights.

(A)    Determination. The board may fix a date not more than 60 days, or a shorter time period provided in the articles or bylaws, before the date of a meeting of shareholders as the date for the determination of the holders of shares entitled to notice of and entitled to vote at the meeting. When a date is so fixed, only shareholders on that date are entitled to notice of and permitted to vote at that meeting of shareholders.

(B)    Certificate of beneficial owner. A resolution approved by the affirmative vote procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, are deemed the shareholders for the purposes specified in the writing.

(C)    One vote per share. Unless otherwise provided in the articles or in the terms of the shares, a shareholder has one vote for each share held.

(D)    Non-shareholders. The articles may give or prescribe the manner of giving a creditor, security holder, or other person a right to vote under this Section.

(E)    Jointly owned shares. Shares owned by two or more shareholders may be voted by any one of them unless the corporation gives written notice from any one of them denying the authority of that person to vote those shares.

(F)    Manner of voting; presumption. Except as provided in Section 24-8-18 (E), a holder of shares entitled to vote any portion of the shares in any way the shareholder chooses. If a shareholder votes without designating the proportion or number of shares voted in a particular way, the shareholder is deemed to have voted all of the shares in that way.

24-8-19 Voting of shares by organizations and legal representatives.

(A)    Shares held by other corporations. Shares of a corporation registered in the name of another tribal or foreign corporation may be voted by the chief executive officer or another legal representative of that corporation.

(B)    Shares held by subsidiary. Except as provided in Section 24-8-19 (C), shares of a corporation registered in the name of a subsidiary are not entitled to vote on any matter.

(C)    Shares controlled in fiduciary capacity. Shares of a corporation in the name of or under the control of the, corporation or subsidiary in a fiduciary capacity are not entitled to vote on any matter, except to the extent that the seller or beneficial owner possesses and exercises a right to vote or gives the corporation binding instructions on how to vote the shares.

(D)    Voting by certain representatives. Shares under the control of a person in a capacity as a personal representative, an administrator, executor, guardian, conservator, or attorney-in-fact may be voted by the person, in person or by proxy, without registration of those shares in the name of the person. Shares registered in the entire of a trustee of a trust or in the name of a custodian may be voted by the person, either in person or by proxy, but a trustee of a trust or a custodian shall not vote shares held by the person unless they are registered in the name of the person.

(E)    Voting by trustee in bankruptcy or receiver. Shares registered in the name of a trustee in bankruptcy or a receiver may be voted by the trustee or receiver either in person or by proxy. Shares under the control of a trustee in bankruptcy or a receiver may be voted by the trustee or receiver without registering the shares in the name of the trustee or receiver, if authority to do so is contained in an appropriate order of the court by which trustee or receiver was appointed.

(F)    Shares held by other organizations. Shares registered in the name of an organization not described in Sections 24-8-19 (A) to 24-8-19 (E) may be voted either in person or by proxy by the legal representative of that organization.

(G)    Pledge shares. A shareholder whose shares are pledged may vote those shares until the shares are registered in the name of the pledgee. If the corporation pledges its own shares under Section 24-9-5 (A), the corporation shall not be entitled to vote the shares at a meeting or otherwise.

24-8-20 Proxies.

(A)    Authorization. A shareholder may cast or authorize the casting of a vote by filing a written appointment of a proxy with an officer of the corporation at or before the meeting at which the appointment is to be effective. A written appointment of a proxy may be signed by the shareholder or authorized by the shareholder by transmission of a telegram, cablegram, or other means of electronic transmission, provided that the telegram, cablegram, or other means of electronic transmission must set forth or be submitted with information from which it can be determined that the telegram, cablegram, or other electronic transmission was authorized by the shareholder. Any reproduction of the writing or transmission may be substituted or used in lieu of the original writing or transmission for any purpose for which the original transmission could be used, provided that the copy, facsimile telecommunications, or other reproduction is a complete and legible reproduction of the entire original writing or transmission. An appointment of a proxy for shares held jointly by two or more shareholders is valid if signed or otherwise authorized by any one of them, unless the corporation receives from any one of those shareholders written notice either denying the authority of that person to appoint a proxy or appointing a different proxy.

(B)    Duration. The appointment of a proxy is valid for 11 months, unless a longer period is expressly provided in the appointment. No appointment is irrevocable unless the appointment is coupled with an interest in the shares or in the corporation.

(C)    Termination. An appointment may be terminated at will, unless the appointment is coupled with an interest, in which case it shall not be terminated except in accordance with the terms of the agreement, if any, between the parties to the appointment. Termination may be made by filing written notice of the termination of the appointment with an officer of the corporation, or by filing a new written appointment of a proxy with an officer of the corporation. Termination in either manner revokes all prior proxy appointments and is effective when filed with an officer of the corporation.

(D)    Revocation by death, incapacity. The death or incapacity of a person appointing a proxy does not revoke the authority of the proxy, unless written notice of the death or incapacity is received by an officer of the corporation before the proxy exercises the authority under that appointment.

(E)    Multiple proxies. Unless the appointment specifically provides otherwise, if two or more persons are appointed as proxies for a shareholder:

(1)    Any one of them may vote the shares on each item of business in accordance with specific instructions contained in the appointment; and

(2)    If no specific instructions are contained in the appointment with respect to voting the shares on a particular item of business, the shares shall be voted as a majority of the proxies determine. If the proxies are equally divided, the shares shall not be voted.

(F)    Vote of proxy accepted; liability. Unless the appointment of a proxy contains a restriction, limitations or specific reservation of authority, the corporation may accept a vote or action taken by a person named in the appointment. The vote of a proxy is final, binding and not subject to challenge, but the proxy is liable to the shareholder or beneficial owner for damages resulting from a failure to exercise the proxy or from an exercise of the proxy in violation of the authority granted in the appointment.

(G)    Limited authority. If a proxy is given authority by a shareholder to vote on less than all items of business of shareholders, the shareholder is considered to be present and entitled to vote by the proxy for purposes of Section 24-8-15 (A) only with respect to those items of business for which the proxy his authority to vote. A proxy who is given authority by a shareholder who abstains with respect to an item of business is considered to have authority to vote on the item of business for purposes of this subdivision.

24-8-21 Voting Trusts.

(A)    Authorization; period; termination. Shares in a corporation may be transferred to a trustee pursuant to written agreement, for the purpose of conferring on the trustee the right to vote and otherwise represent the beneficial owner of those shares for a period not exceeding 15 years, except that if the agreement is made in connection with an indebtedness of the corporation, the voting trust may extend until the indebtedness is discharged. Unless otherwise specified in the agreement, the voting trust may be terminated at any time by the beneficial owners of a majority of the voting power of the shares held by the trustee. A copy of the agreement shall be filed with the corporation.

(B)    Voting by trustee. Unless otherwise provided in the trust agreement, if there are two or more trustees, the manner of voting is determined as provided in Section 24-8-18 (E).

24-8-22 Shareholder Voting Agreements.

A written agreement among persons who are then shareholders or subscribers for shares to be issued, relating to the voting of their shares, is valid and specifically enforceable by and against the parties to the agreement. The agreement may override provisions of Section 24-8-20 regarding proxies and is not subject to the revisions of Section 24-8-21 regarding voting trusts.

24-8-23 Shareholder Control Agreements.

(A)    Authorized. A written agreement among the shareholders of a corporation and the subscribers for shares to be issued, relating to the control of any phase of the business and affairs of the corporation, its liquidation and dissolution, or relations among shareholders of or subscribers to shares of the corporation is valid and specifically as provided in Section 24-8-23 (B).

(B)    Method of approval; enforceability; copies.

(1)    A written agreement among persons described in Section 24-8-23 (A) that relates to the control of or the liquidation and dissolution of the corporation, the relations among them or any phase of the business and affairs of the corporation, including, without limitation, directors or officers, the employment of shareholders by the corporation, or the arbitration of disputes, is valid and specifically enforceable, if the agreement is signed by all persons who are then the shareholders of the corporation, whether or not the shareholders all have voting shares, and the subscribers for shares, whether or not voting shares, to be issued.

(2)    The agreement is enforceable by the persons described in Section 24-8-23 (A) who are parties to it and is binding upon and enforceable against only those persons and other persons having knowledge of the existence of the agreement. A copy of the agreement shall be filed with the corporation. The existence and location of a copy of the agreement shall be noted conspicuously on the face or back of each certificate for shares issued by the corporation and on any Transaction Statement.

(3)    A shareholder, a beneficial owner of shares, or another person having a security interest in shares has the right upon written demand to obtain a copy of the agreement from the corporation at the expense of the corporation.

(C)    Liability. The effect of an agreement authorized by this Section is to relieve the board and the director or directors in their capacities as directors of, and to impose upon the parties to the agreement, the liability for acts and omissions imposed by law upon directors to the extent that and so long as the discretion or powers of the directors in management of the business and affairs of the corporation are exercised by the under a provision in the agreement. A shareholder is not liable pursuant to this subdivision by virtue of a shareholder vote, if the shareholder had no right to vote on the action.

(D)    Other agreements. This Section does not apply to, limit, or restrict agreements otherwise valid, nor is the procedure set forth in this Section the exclusive method of agreement among shareholders or between the shareholders and the corporation with respect to any of the matters described in this section.

24-8-24 Books and Records; Inspection.

(A)    Share register, dates of issuance.

(1)    A corporation shall keep at its principal executive office, or at another place or places within the United States determined by the board, a share register not more than one year old, containing the names and addresses of the shareholders and the number and classes of shares held by each shareholder.

(2)    A corporation shall also keep, at its principal executive office, or at another place or places within the United States determined by the board, a record of the date on which certificates or Transaction Statements representing shares were issued.

(B)    Other documents required. A corporation shall keep at its principal executive office, or, if its principal executive office is outside the Reservation, shall make available at its registered office within ten days after receipt by an officer of the corporation of a written demand for them made by a person described in Section 24-8-24 (D), originals or copies of:

(1)    Records of proceedings of shareholders for the last three years;

(2)    Records of all proceedings of the board for the last three years;

(3)    Its articles and all amendments currently in effect;

(4)    Its bylaws and all amendments currently in effect;

(5)    Financial statements required by Section 24-8-25 and the financial statement for the most recent interim period prepared in the course of the operation of the corporation for distribution to the shareholders or to a governmental agency as a matter of public record;

(6)    Reports made to shareholders generally within the last three years;

(7)    A statement of the names and usual business addresses of its directors and principal officers;

(8)    Voting trust agreements described in Section 24-8-21;

(9)    Shareholder control agreements described in Section 24-8-23; and

(10)    A copy of agreements, contracts, or arrangements or portions of them incorporated by reference under Section 24-8-1 (C).

(C)    Financial records. A corporation shall keep appropriate and complete financial records.

(D)    Right to inspect. A shareholder, beneficial owner, or a holder of a voting trust certificate of a corporation that is not a publicly held corporation has an absolute right, upon written demand, to examine and copy, in person or by a legal representative, at any reasonable time (i) the share register; and (ii) all documents referred to in Section 24-8-24 (B).

A shareholder, beneficial owner, or a holder of a voting trust certificate of a corporation that is not a publicly-held corporation has a right upon written demand, to examine and copy, in person or by a legal representative other corporate records at any reasonable time only if the shareholder beneficial owner, or holder of a voting trust certificate demonstrates a proper purpose for the examination.

A shareholder, beneficiary or a holder of a voting trust certificate of a publicly-held corporation has, upon written demand stating the purpose and acknowledged before the Tribal Secretary, a right at any reasonable time to examine and copy the corporation’s share register and other corporate records reasonably related to the stated purpose and described with reasonable particularity in the written demand upon demonstrating the stated purpose to be a proper purpose. The acknowledged or verified demand must be directed to the corporation at its registered office on the Reservation or at its principal place of business.

For purposes of this Section, a proper purpose is one reasonably related to the personal interest as a shareholder, beneficial owner, or holder of a voting trust certificate of the corporation.

(E)    Protective orders. On application of the corporation, the Tribal Court may issue a protective order permitting the corporation to withhold portions of the records of proceedings of the board for a reasonable period of time, not to exceed 12 months, in order to prevent premature disclosure of confidential information which would be likely to cause competitive injury to the corporation. A protective order may be renewed for successive reasonable periods of time, each not to exceed 12 months and in total not to exceed 36 months, for good cause shown. In the event a protective order is issued, the statute of limitations for any action which the shareholder, beneficial owner, or holder of a voting trust certificate might bring as a result of information withheld automatically extends for the period of delay. If the Tribal Court does not issue a protective order with respect to any portion of the records of proceedings as requested by the corporation, it shall award reasonable expenses, including attorney’s fees and disbursements, to the shareholder, beneficial owner, or holder of a voting trust certificate. This subdivision does not limit the right of the Tribal Court to grant other protective orders or impose other reasonable restrictions on the nature of the corporate records that may be copied or examined under Section 24-8-24 (D) or the use or distribution of the records by the demanding shareholder, beneficial owner, or holder of a voting trust certificate.

(F)    Other use prohibited. A shareholder, beneficial owner, or holder of a voting trust certificate who has gained access under this Section to any corporate record including the share register may not use or furnish to another for use the corporate record or a portion of the contents for any purpose other than a proper purpose. Upon application of the corporation, the Tribal Court may issue a protective order or order other relief as may be necessary to enforce the provisions of this subdivision.

(G)    Cost of copies. Copies of the share register and all documents referred to in Section 24-8-24 (B), if required to be furnished under this Section, shall be furnished at the expense of the corporation. In all other cases, the corporation may charge the requesting party a reasonable fee to cover the expenses of providing the copy.

(H)    Computerized records. The records maintained by a corporation, including its share register, financial records, and minute books, may utilize any information storage technique, including, for example, punched holes, printed or magnetized spots, or micro-images, even though that makes them illegible visually, if the records can be converted accurately and within a reasonable time, into a form that is legible visually and whose contents are assembled by related subject matter to permit convenient use by people in the normal course of business. A corporation shall convert any of the records referred to in Section 24-8-24 (D) upon the request of a person entitled to inspect them, and the expense of the conversion shall be borne by the person who bears the expense of copying pursuant to Section 24-8-24 (G). Copy of the conversion is admissible in evidence, and shall be accepted for all other purposes, to the same extent as the existing or original records would be if they were legible visually.

24-8-25 Financial statements.

A corporation shall, upon written request by a shareholder, furnish annual financial statements, including at least a balance sheet as of the end of each fiscal year and a statement of income for the fiscal year, which shall be prepared on the basis of accounting methods reasonable in the circumstances and may be consolidated statements of the corporation and one or more of its subsidiaries in the case of statements audited by a public accountant, each copy shall be accompanied by a report setting forth the opinion of the accountant on the statements; in other cases, each copy shall be accompanied by a statement of the chief financial officer or other person in charge of the corporation’s financial records stating the reasonable belief of the person that the financial statements were prepared in accordance with accounting methods reasonable in the circumstances, describing the basis of presentation, and describing any respects in which the financial statements were not prepared on a basis consistent with those prepared for the previous year.

24-8-26 Equitable remedies.

If a corporation or an officer or director of the corporation violates a provision of this Code, the Tribal Court may, in an action brought by a shareholder of the corporation, grant any equitable relief it deems just and reasonable in the circumstances and award expenses, including attorney’s fees and disbursements, to the shareholder.

24-8-27 Rights of dissenting shareholders.

(A)    Actions creating rights. A shareholder of a corporation may dissent from, and obtain payment for the fair value of the shareholder’s shares in the event of, any of the following corporate actions:

(1)    An amendment of the articles that materially and adversely affects the rights or preferences of the shares of the dissenting shareholder in that it:

(a)    Alters or abolishes a preferential right of the shares;

(b)    Creates, alters, or abolishes a right in respect of the redemption of the shares, including a provision respecting a sinking fund for the redemption or repurchase of the shares;

(c)    Alters or abolishes a preemptive right of the holder of the shares to acquire shares, securities other than shares, or rights to purchase shares or securities other than shares;

(d)    Excludes or limits the right of a shareholder to vote on a matter, or to cumulate votes, except as the right may be excluded or limited through the authorization or issuance of securities of an existing or new class or series with similar or different voting rights;

(2)    A sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the corporation not made in the usual or regular course of its business, but not including a disposition in dissolution described in Section 24-11-6 (B), or a disposition pursuant to an order of the Tribal Court, or a disposition for cash on terms requiring that all or substantially all of the net proceeds of disposition be distributed to the shareholders in accordance with their respective interests within one year after the date of disposition;

(3)    A plan of merger, whether or not under this Code, to which the corporation is a party, except as provided in Section 24-8-27 (C);

(4)    A plan of exchange, whether or not under this Code, to which the corporation is a party as the corporation whose shares will be acquired by the acquiring corporation, if the shares of the shareholder are entitled to be voted on the plan; or

(5)    Any other corporate action taken pursuant to a shareholder vote with respect to which the articles, the bylaws, or a resolution approved by the board directs that dissenting shareholders may obtain payment for their shares.

(B)    Beneficial owners.

(1)    A shareholder shall not assert dissenter’s rights as to less than all of the share in the name of the shareholder, unless the shareholder dissents with respect to all the shares that are beneficially owned by another person but registered in the name of the shareholder and discloses the name and address of each beneficial owner on whose behalf the shareholder dissents. In that event, the rights of the dissenter shall be determined as if the shares as to which the shareholder has dissented and the other shares were registered in the names of different shareholders.

(2)    A beneficial owner of shares who is not the shareholder may assert dissenter’s rights with respect to shares held on behalf of the beneficial owner, and shall be treated as a dissenting shareholder under the terms of this Section and Section 24-8-28, if the beneficial owner submits to the corporation at the time of or before the assertion of the rights a written consent of the shareholder.

(C)    Rights not to apply. The right to obtain payment under this section does not apply to a shareholder of the surviving corporation in a merger, if the shares of the shareholder are not entitled to be voted on the merger.

(D)    Other rights. The shareholders of a corporation who have a right under this section to obtain payment for their shares do not have a right at law or in equity to have a corporate action described in Section 24-8-27 (A) set aside or rescinded, except when the corporate action is fraudulent with regard to the complaining shareholder or the corporation.

24-8-28 Procedures for Asserting Dissenter’s Rights.

(A)    Definitions. For purposes of this Section, the terms defined in this subdivision have the meanings given them.

(1)    “Corporation” means the issuer of the shares held by a dissenter before the corporate action referred to in Section 24-8-27 (A) or the successor by merger of that issuer.

(2)    “Fair value of the shares” means the value of the shares of a corporation immediately before the effective date of the corporate action referred to in Section 24-8-27 (A).

(3)    “Interest” means interest commencing five days after the effective date of the corporate action referred to in Section 24-8-27 (A), up to and including the date of payment, calculated at the rate provided by the laws of the Nation for interest on verdicts and judgments, or if the laws of the Nation do not establish a rate, then at the rate provided by the laws of the State of Kansas for interest on verdicts and judgments.

(B)    Notice of action. If a corporation calls a shareholder meeting at which any action described in Section 24-8-27 (A) is to be voted upon, the notice of the meeting shall inform each shareholder of the right to dissent and shall include a copy of Section 24-8-27 (A) and this Section and a brief description of the procedure to be followed under these sections.

(C)    Notice of dissent. If the proposed action must be approved by the shareholders, a shareholder who wishes to exercise dissenter’s rights must file with the corporation before the vote on the proposed action a written notice of intent to demand the fair value of the shares owned by the shareholder and must not vote the shares in favor of the proposed action.

(D)    Notice of procedure; deposit of shares.

(1)    After the proposed action has been approved by the board and, if necessary, the shareholders, the corporation shall send to all shareholders who have complied with subdivisions and to all shareholders entitled to dissent if no shareholder vote was required, a notice that contains:

(a)    The address to which a demand for payment and certificates of Certificated Shares must be sent in order to obtain payment and the date by which they must be received;

(b)    Any restrictions on transfer of Uncertificated Shares that apply after the demand for payment is received;

(c)    A form to be used to certify the date on which the shareholder, or the beneficial owner on whose behalf the shareholder dissents, acquired the shares or an interest in them and to demand payment; and

(d)    A copy of Section 24-8-27 and this section and a brief description of the procedures to be followed under these sections.

(2)    In order to receive the fair value of the shares, a dissenting shareholder must demand payment and deposit Certificated Shares or comply with any restrictions on transfer of Uncertificated Shares within 30 days after the notice was given, but the dissenter retains all other rights of a shareholder until the proposed action takes effect.

(E)    Payment; return of shares.

(1)    After the corporate action takes effect, or after the corporation receives a valid demand for payment, whichever is later, the corporation shall remit to each dissenting shareholder who has complied with sections 24-8-28 (C) to 24-8-28 (D) the amount the corporation estimates to be the fair value of the shares, plus interest, accompanied by:

(a)    The corporation’s closing balance sheet and statement of income for a fiscal year ending not more than 16 months before the effective date of the corporate action, together with the latest available interim financial statements;

(b)    An estimate by the corporation of the fair value of the shares and a brief description of the method used to reach the estimate; and

(c)    A copy of Section 24-8-27 and this Section, and a brief description of the procedure to be followed in demanding supplemental payment.

(2)    The corporation may withhold the remittance described in clause (a) from a person who was not a shareholder on the date the action dissented from was first announced to the public or who is dissenting on behalf of a person who was not a beneficial owner on that date. If the dissenter has complied with section 24-8-28 (C) and section 24-8-28 (D), the corporation shall forward to the dissenter the materials described in clause (a) a statement of the reason for withholding the remittance, and an offer to pay to the dissenter the amount listed in the materials if the dissenter agrees to accept that amount in full satisfaction. The dissenter may decline the offer and demand payment under section 24-8-28 (F). Failure to do so entitles the dissenter only to the amount offered. If the dissenter makes demand, sections 24-8-28 (G) and 24-8-28 (H) apply.

(3)    If the corporation fails to remit payment within 60 days of the deposit of certificates or the imposition of transfer restrictions on Uncertificated Shares, it shall return all deposited certificates and cancel all transfer restrictions. However, the corporation may again give notice under subdivision 4 and require deposit or restrict transfer at a later time.

(F)    Supplemental payment; demand. If a dissenter believes that the amount remitted under Section 24-8-28 (E) is less than the fair value of the shares plus interest, the dissenter may give written notice to the corporation of the dissenter’s own estimate of the fair value of the shares, plus interest, within 30 days after the corporation mails the remittance under Section 24-8-28 (E), and demand payment of the difference. Otherwise, a dissenter is entitled only to the amount remitted by the corporation.

(G)    Petition; determination. If the corporation receives a demand under Section 24-8-28 (F), it shall, within 60 days after receiving the demand, either pay to the dissenter the amount demanded or agreed to by the dissenter after discussion with the corporation or file with the Tribal Court a petition requesting that the Tribal Court determine the fair value of the shares, plus interest. The petition shall name as parties all dissenters who have demanded payment under Section 24-8-28 (F) and who have not reached agreement with the corporation. The jurisdiction of the Tribal Court is plenary and exclusive. The Tribal Court may appoint appraisers, with powers and authorities the Tribal Court deems proper, to receive evidence on a recommend amount of the fair value of the shares. The Tribal Court shall determine whether the shareholder or shareholders in question have fully complied with the requirements of this Section, and shall determine the fair value of the shares, taking into account any and all factors the Tribal Court finds relevant, computed by any method or combination of methods that the Tribal Court, in its discretion sees fit to use, whether or not used by the corporation or by a dissenter. The fair value of the shares as determined by the Tribal Court is binding on all shareholders, wherever located. A dissenter is entitled to judgment for the amount by which the fair value of the shares as determined by the Tribal Court, plus interest, exceeds the amount, if any, remitted under Section 24-8-28 (E), but shall not be liable to the corporation for the amount, if any, by which the amount, if any, remitted to the dissenter under Section 24-8-28 (E) exceeds the fair value of the shares as determined by the Tribal Court, plus interest.

(H)    Costs; fees; expenses.

(1)    The Tribal Court shall determine the costs and expenses of a proceeding under Section 24-8-28 (G), including the reasonable expenses and compensation of any appraisers appointed by the Tribal Court, and shall assess those costs and expenses against the corporation, except that the Tribal Court may assess part or all of those costs and expenses against a dissenter whose action in demanding payment under Section 24-8-28 (F) is found to be arbitrary, vexatious, or not in good faith.

(2)    If the Tribal Court finds that the corporation has failed to comply substantially with this Section, the Tribal Court may assess all fees and expenses of any experts or attorneys as the Tribal Court deems equitable. These fees and expenses may also be assessed against a person who has acted arbitrarily, vexatiously, or not in good faith in bringing the proceeding, and may be awarded to a party injured by those actions.

(3)    The Tribal Court may award, in its discretion, fees and expenses to an attorney for the dissenters out of the amount awarded to the dissenters, if any.