HO-CHUNK NATION CODE (HCC)

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TITLE 5 – BUSINESS AND FINANCE CODE

SECTION 2 – BUSINESS CORPORATION ORDINANCE

ENACTED BY LEGISLATURE: OCTOBER 4, 2005

CITE AS: 5 HCC § 2

This Ordinance supersedes the Ho-Chunk Nation Business Corporation

Ordinance enacted February 20, 1996 by Legislative Resolution 2/20/96A

and amended by Legislative Resolution 08/23/16J.

TABLE OF CONTENTS

1. Authority……………………………………...1

2. Purpose ............................................................ 2

3. Applicability………………………………….2

4. Definitions…………… ……………………...2

5. Organizations and Powers……………………3

6. Incorporation…………………………………4

7. Articles of Incorporation……………………..5

8. Organization of Corporation…………………7

9. Registered Office and Agent………………....7

10. Shares, Earnings and Ownership……………..8

11. Board of Directors and Officers……………...9

12. Shareholders………………………………….13

13. Liability………………………………………15

14. Challenges to Corporate Actions .................... 15

15. Voluntary Dissolution of Corporation ............ 15

16. Involuntary Dissolution and Liquidation ........ 20

17. Post Dissolution……………………………...23

1. Authority.

a. Article V, Section 2(a) of the Constitution gives the Legislature the power to make laws,

including codes, ordinances, resolutions, and statutes.

b. Article V, Section 2(q) of the Constitution gives the Legislature the power to issue charters

of incorporation, to charter corporations and other organizations for economic or other purposes,

and to regulate their activities.

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2. Purpose. This Ordinance is enacted to establish Ho-Chunk Nation business corporation law.

3. Applicability. The provisions of this Ordinance shall apply to all corporations organized

hereunder or which elect to accept the provisions of this Ordinance. All pre-existing corporation

ordinances or resolutions of the Ho-Chunk Legislature are hereby repealed. However, pre-existing

corporations shall be deemed to be in valid existence and allowed a ninety (90) day grace period

from the date of the adoption of this Ordinance to amend or to conform their articles of

incorporation in order to comply with the provisions herein.

4. Definitions. Terms used in this Ordinance have the following meaning:

a. “Articles of Incorporation” means the original articles of incorporation of a corporation

organized under this Ordinance, including amendments thereto.

b. “Authorized Shares” mean the shares of all classes which the corporation is authorized to

issue.

c. “Board of Directors” means a person or a group of persons vested with management of the

affairs of the corporation.

d. “Bylaws” mean the code of rules adopted for the regulation or management of the affairs

of a corporation.

e. “Corporation” means a corporation for profit or non-profit organized under this

Ordinance, inclusive of corporate structures such as Section 7871 or similar entities.

f. “Court” means the Ho-Chunk Nation Trial Court.

g. “Entity” means corporations, associations, trusts, estates, partnerships, limited liability

companies, individuals, Indian tribes or Native groups, states, municipalities, the United States,

and foreign governments.

h. “Nation” means the Ho-Chunk Nation.

i. “Net Assets” mean the amount by which the total assets of a corporation exceed the total

debts of the corporation.

j. “On or near land held in trust for the Ho-Chunk Nation” means within the boundaries of

those counties where there is land held in trust by the United States for the Ho-Chunk Nation or

its members.

k. “Shareholder” means one who is holder of record of shares in a corporation.

l. “Shares” mean the units into which the ownership interests in a corporation are divided.

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5. Organization and Powers.

a. Corporations may be organized under this Ordinance for any lawful purpose.

b. General Powers. Unless its articles of incorporation provide otherwise, every corporation

shall the following powers.

(1) To exist perpetually.

(2) To sue and be sued and to complain or defend in its corporate name, except that the

extent of the corporation’s liability shall be limited to the assets of the corporation and shall be

subject to the limitations contained in Section 13 of this Ordinance.

(3) To have a corporate seal, which may be altered at will, and to use it or a facsimile of

it by impressing or affixing it or in any manner reproduce it.

(4) To purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and

otherwise deal with real or personal property, or any interest in property wherever located.

(5) To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or

any part of its property.

(6) To purchase, receive, subscribe for, or otherwise acquires, own, hold, vote, use, sell,

mortgage, lend, pledge, or otherwise dispose of and deal in and with shares or other interests in

or obligations of any other entity.

(7) To make contracts and incur liabilities, borrow money, issue notes, bonds, and other

obligations, and secure any of its obligations by mortgage or pledge of any of its property,

franchises, and income.

(8) To lend money, invest its funds, and receive and hold real and personal property as

security for repayment.

(9) To be a promoter, partner, member, associate, or manager of any partnership, joint

venture, trust, or other entity.

(10) To conduct its business, locate offices, and exercise the powers granted by this

Ordinance within or without land held in trust for the Nation.

(11) To elect or appoint officers and agents of the corporation, define their duties and fix

their compensation.

(12) To pay pensions and establish pension plans, trusts, profit sharing plans, share bonus

plans, and benefit or incentive plans for any or all its current or former directors, officers, and

employees.

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(13) To indemnify any director or officer against their expenses incurred in connection

with the defense of any action suit or proceeding in which they are a party by reason of their

service with the corporation, except in cases where the director or officer is adjudged liable for

negligence or misconduct in the performance of duty.

(14) To make and amend bylaws, not inconsistent with its articles of incorporation or

with the laws of the Nation, for managing the business and regulating the affairs of the

corporation.

(15) To make donations for the public welfare or for charitable, scientific, or educational

purposes.

(16) To transact any lawful business that will aid governmental policy.

(17) To have and exercise all powers necessary or convenient to effect its purposes.

c. Applicable Law. Any Corporation established pursuant to this Ordinance shall be bound

by all applicable laws of the Nation and of the federal government.

6. Incorporation.

a. Corporate Name. The corporate name:

(1) Shall contain the word “corporation,” “company,” “incorporated,” “limited,” or an

abbreviation of one these words and shall carry the by-line “A Ho-Chunk Corporation.”

(2) Shall not contain any word or phrase which indicates or implies that it is organized

under any purpose other than the purposes contained it its articles of incorporation.

(3) Shall not be the same as or similar to the name of any corporation organized under

the laws of the Nation.

(4) Shall not contain any word or phrase which indicates or implies that it is authorized

to bind or act for the Nation.

b. Incorporators. Any member of the Ho-Chunk Nation over the age of eighteen (18) may act

as the incorporator of a corporation by delivering articles of incorporation to the Legislative

Secretary for filing. Nothing in this Section shall limit the right of non- members of the Nation to

own some or all of the shares of a Ho-Chunk Nation corporation, provided that the Ho-Chunk

Nation Legislature consents by a majority vote at a duly called meeting at which quorum is

present.

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7. Articles of Incorporation.

a. The articles of incorporation shall set forth the following:

(1) The name of the Corporation.

(2) The period of existence, which may be perpetual.

(3) The purpose for which the corporation is organized, which may include the

transaction of any or lawful business for which corporations may be incorporated under this

Ordinance.

(4) Any provision not inconsistent with law which the incorporators elect to set forth in

the Article of Incorporation for the regulation of the internal affairs of the Corporation, including

any provision restricting the transfer of shares and any provision which under this Ordinance is

required or permitted to be set forth in the bylaws.

(5) The address of its initial registered office and the name of its initial registered agent

at such address.

(6) The number of directors constituting the initial board of directors and the names and

addresses of the persons who are to serve as directors.

(7) The name and address of each incorporator.

(8) If a corporation is authorized pursuant to its articles of incorporation to create and

issue shares of stock, the articles of incorporation shall also set forth the following:

(a) The number of shares which the corporation shall have authority to issue and a

description of their classes if any and par value if any.

(b) If the shares are to be divided into classes, the designation of each class and a

statement of the preferences, limitations, and relative rights in respect of the shares of each class.

then the designation of each series and a statement of the variations in the relative rights and

preferences between series and a statement of the authority of the board of directors to designate

such rights and preferences over time.

(d) If any preemptive right is to be granted to shareholders, the provisions therefore.

b. It shall not be necessary to set forth in the articles of incorporation any of the corporate

powers enumerated in this Ordinance. Whenever a provision of the articles of incorporation is

inconsistent with the bylaws, the articles shall be controlling.

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c. If a corporation is to be owned and operated in whole or in part by the Nation, the HoChunk Nation Legislature must approve the articles of incorporation by a two-thirds vote.

d. Filing of Articles of Incorporation.

(1) Duplicate originals of the articles of incorporation shall be delivered to the Legislative

Secretary for the Nation. If the Secretary finds that the articles of incorporation conform to tribal

law, the Secretary shall:

(a) Endorse on each duplicate originals the word “filed” and the month, day, and year

of the filing thereof.

(b) Register and maintain one duplicate original in the Legislative Office.

duplicate original and return to the incorporators.

(2) The Legislative Secretary’s issuance of a Certificate of Incorporation and registering

of the same is conclusive proof that all conditions precedent to incorporation has been satisfied.

e. Effect of Issuance of Certificate of Incorporation. Unless a delayed effective date is

specified, the corporate existence begins when the Certificate of Incorporation is registered.

f. Amending Articles of Incorporation.

(1) A corporation may amend its articles of incorporation by submitting executed articles

of amendment with the Legislative Secretary. The articles of amendment shall be approved by

the corporation’s shareholders and executed by its president or vice president and its secretary.

If a corporation is owned and operated in whole or in part by the Nation, the Legislature must

approve the amendments by a two-thirds vote.

(2) Duplicate originals of the executed articles of amendment shall be delivered to the

Legislative Secretary. If the Secretary determines that the articles of amendment conform to tribal

law, the Secretary shall:

(a) Endorse on each duplicate original the word “files” and the month, day, and year

of such filing thereof.

(b) Register and maintain one such duplicate original in the Legislative Office.

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duplicate original and return to the corporation.

(3) Upon the issuance of the certificate of amendment by the Secretary, the amendment

shall become effective and is conclusive proof that all conditions precedent for amendment of the

articles of incorporation have been satisfied.

8. Organization of Corporation.

a. After the articles of incorporation have been registered by the Legislative Secretary, the

initial Directors shall hold an organization meeting. The meeting shall be called by its

incorporator(s) or a majority of the named directors. The purpose of the meeting is to complete

the corporation’s organization by selecting officers of the board of directors, appointing officers

of the corporation, adopting bylaws, and carrying on any business brought before the meeting.

b. Bylaws.

(1) The bylaws of a corporation may contain any provision for managing the business

and regulating the affairs of the corporation that is not inconsistent with law or the articles of

incorporation.

(2) The initial bylaws of a corporation shall be adopted by its board of directors. The

power to alter, amend, or repeal the bylaws or to adopt new bylaws, subject to repeal or change

by action of the shareholders, shall be vested in the board of directors.

9. Registered Office and Agent. Each corporation organized pursuant to this Ordinance shall

maintain on or near land held in trust for the Nation or its members a registered and a registered

agent. The office may be, but need not be, the same as its place of business.

a. Change of Registered Office and Agent. A corporation may change its registered agent by

delivering a statement in writing of such change to the Legislative Secretary.

b. Service on Corporation. A corporation’s registered agent is the corporation’s agent for

service of process, notice, or demand required or permitted by law to be served on the corporation.

If the corporation fails to appoint or maintain an agent, then service may be made upon the

Legislative Secretary who shall record receipt of service and forward it by registered mail to the

last address of record of the corporation’s principal office. The Secretary’s record of service and

mailing to the corporation shall be evidence of service.

c. Records.

(1) Each corporation shall keep at its registered office a record giving the name and

addresses of those entitled to vote, correct and complete books and records of account, and correct

minutes of all proceedings of shareholders, directors, and committees. Copies of minutes shall

be filed with the Legislative Secretary.

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(2) All relevant records may be inspected by shareholders, their agents or attorneys for

any purpose at any reasonable time.

(3) Any corporation receiving grants, contracts, use of tribal property, or other benefits

derived through or by the Nation shall file with the Legislative Secretary, quarterly financial

statements and narratives of their actions and accomplishments of stated objectives and goals.

(4) The Legislature reserves the right to inspect a corporation’s books and records of

accounts and reserves the right to perform audits to ensure compliance with applicable law. The

Nation’s Department of Justice may conduct such inspections and audits to ensure compliance

with applicable law.

10. Shares, Earnings and Ownership.

a. Corporations Owned and Operated by the Nation.

(1) In the event the Nation owns and operates a corporation, in whole or in part, the

Nation’s share of the corporation’s net earnings may be transferred to the Nation. The net

earnings shall be the sum remaining after provisions have been made for payment of all debts,

operating expenses, payment of amortized indebtedness, depreciation, contingencies and such

costs as are necessary for managing and conducting business of the corporation.

(2) Corporations wholly owned and operated by the Nation shall not be required to issue

shares for the purposes of delineating ownership in the corporation.

(3) The Ho-Chunk Nation Legislature shall exercise the powers authorized for

shareholders under this Ordinance for corporations that it owns and operates, in whole or in part,

whether or not shares are authorized.

b. Authorized Shares.

(1) Each corporation shall have the power to create and issue the number of shares stated

in its articles of incorporation. Shares may be divided into one or more classes, any or all of which

may consist of shares with or without par value, and with the designation, preferences, limitations,

and relative rights stated in the articles of incorporation. The articles of incorporation may limit

or deny voting rights or provide special voting rights for the shares of any class to the extent not

inconsistent with the provisions of this Ordinance.

(2) Without limiting the authority herein contained, a corporation whose articles of

incorporation permit may issue shares of preferred or special classes that:

(a) Subject to the right of the corporation to redeem the shares at the price fixed by

the articles of incorporation.

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(b) Entitle the holders to cumulative, non-cumulative, or partially cumulative

dividends.

(d) Have preference in the assets of the corporation over any other class of shares

upon the liquidation of the corporation.

(e) Convertible into shares of any other class or series, except a class having prior or

superior rights and preferences as to dividends or distribution of assets upon liquidation. Shares

without par value shall not be converted into shares with par value unless that part of the stated

capital of the corporation represented by such values without par value is, at the time of

conversion, at least equal to the aggregate par value of the shares into which the shares without

par value are to be converted or the amount of any such deficiency is transferred from surplus to

stated capital.

c. Payment For Shares. Consideration for the issuance of shares may be paid, in whole or in

part, in cash, in other property, tangible or intangible, or in labor or services actually performed

for the corporation. Neither promissory notes nor future services shall constitute payment.

d. Certificates Representing Shares. The shares of a corporation shall be represented by

certificates signed by the President or the Vice President and the Secretary of the corporation.

11. Board of Directors and Officers.

a. Board of Directors.

(1) The business and affairs of the corporation shall be managed by a board of directors,

subject to any limitations set forth in the articles of incorporation. The articles of incorporation

or bylaws may prescribe qualifications for directors. A director need not be a member of the

Ho-Chunk Nation unless the articles of incorporation or bylaws so prescribe.

(2) If a corporation is wholly or partially owned and operated by the Nation, at least one

director shall be a member of the Ho-Chunk Legislature.

(3) Corporations wholly or partially owned and operated by the Ho-Chunk Legislature

and any corporation receiving grants, program contracts, use of tribal property, or other benefits

derived through or by the Nation, shall have no more than two

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(2) Members of the same immediate family on the board of directors. Immediate family

shall include grandparents, parents, children, brothers and sisters, and grandchildren of the family.

b. Number and Election.

(1) A board of directors must consist of one or more individuals with the number

established in the articles of incorporation or bylaws.

(2) If a corporation is to be wholly owned and operated by the Nation, the articles of

incorporation or bylaws may provide that the Nation’s Legislature may elect the directors. If the

corporation is partially owned and operated by the Nation, the articles of incorporation or bylaws

may provide the Legislature may vote the Nation’s shares to elect the directors.

(3) If the articles of incorporation authorize dividing the shares into classes, the articles

may also authorize the election of directors by the holders of authorized classes of shares.

(4) Initial directors shall be named in the articles of incorporation and thereafter directors

shall be elected at the annual shareholders’ meeting.

c. Terms. The terms of the initial directors expire at the first shareholders’ meeting at which

directors are elected. The terms of all subsequent directors expire at the next annual meeting

following their election unless the articles of incorporation or bylaws provide for staggered terms.

Directors appointed to fill a vacancy shall serve until the next shareholders’ meeting at which

directors are elected. Despite expiration of a director’s term, a director continues to serve until

the successor is elected and qualifies or until the board size is decreased.

d. Resignation. A director may resign at any time by delivering written notice to the board of

directors or its chairman.

e. Removal.

(1) The shareholders may remove one or more directors with or without cause unless the

articles of incorporation provide that directors may be removed only with cause.

(2) The Nation’s Legislature may remove, with or without cause, any director it has

elected by a two-thirds vote for removal unless the articles of incorporation provide that its

directors may be removed only with cause.

(3) If a director is elected by a class of shareholders, the shareholders of that voting group

may participate in the vote to remove the director.

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(4) A director may be removed only at a meeting called for the purpose of removing the

director(s) and the meeting notice must state that the purpose, or one of the purposes, of the

meeting is removal of the director.

f. Vacancies. Unless the articles of incorporation provide otherwise, a vacancy on the board

may be filled by the board of directors, though less than a quorum.

g. Compensation. Unless the articles of incorporation or bylaws provide otherwise, the board

of directors may fix the compensation of directors.

h. Meetings.

(1) The board of directors may hold regular or special meetings and need not meet on or

near land held in trust by the United States for the Nation.

(2) Unless the articles of incorporation or bylaws provide otherwise, the board may

permit any or all directors to conduct or participate in a meeting through the use of any means of

communication by which all directors may simultaneously hear each other during the meeting. A

director so participating is deemed present.

(3) Notice.

(a) Unless the articles of incorporation or bylaws providing otherwise, regular

meetings of the board may be held without notice of the date, time, place, or purpose of the

meeting.

(b) Unless the articles of incorporation or bylaws provide for a different period,

special meetings of the board must be preceded by at least two (2) days’ notice of the date, time,

and place of the meeting.

participation in a meeting waives any required notice unless the director objects at the meeting’s

beginning and does not vote thereafter on actions at the meeting.

(4) Quorum and Voting.

(a) Unless the articles of incorporation or bylaws provide otherwise, a quorum

consists of a majority of the number of directors, provided that in no event shall a quorum consist

of fewer than one-third the number of directors. If at least one member of the Nation’s Legislature

is a director, a quorum shall also consist of the member of the Legislature.

(b) If a quorum is present when a vote is taken, the affirmative vote of a majority of

directors present is the act of the board of directors unless the articles of incorporation or bylaws

require the vote of a greater number.

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board of directors may be taken without a meeting if all members take the action. Such action

must be evidenced in writing, signed by each director, and included in the minutes or filed with

the corporate records.

(5) Conflicts of Interest. A conflict of interest transaction is a transaction with the

corporation in which a director of the corporation has a direct interest. A conflict of interest

transaction is not voidable by the corporation solely because of the director’s interest in the

transaction if any of the following is true.

(a) The material facts of the transaction and the director’s interest were disclosed or

known to a majority of the board of directors or a committee of the board of directors, excluding

the interested director or directors, and a majority of the board of directors or committee

authorized, approved, or ratified the transaction.

(b) The material facts of the transaction and the director’s interests were disclosed or

known to the shareholders entitled to vote and they authorized, approved, or ratified the

transaction.

(6) Loans to Directors. A corporation may not lend money to nor guarantee the obligation

of a director of the corporation unless the loan or guarantee benefits the corporation and either

the shareholders or the board of directors approves the loan or guarantee.

(7) Officers.

(a) The board of directors shall elect a chairman and a secretary.

(b) The officers of the corporation shall consist of a president, vice president,

secretary, treasurer, and such other officers which are described in the bylaws or are appointed

by the board of directors in accordance with the bylaws. The bylaws or the board of directors

shall delegate to one of the officers responsibility for preparing minutes of the directors and

shareholder meetings and for authenticating records of the corporation.

or, to the extent consistent with the bylaws, the duties prescribed by the board of directors. The

same person may simultaneously hold more than one office in the corporation.

(d) Resignation and Removal. Any officer may resign at any time by delivering notice

to the corporation. A board of directors may remove any officer at any time with or without cause.

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(e) Contract Rights. The appointment of an officer does not itself create contract

rights nor does the resignation or removal of an officer affect the contract rights, if any, of the

officer or corporation.

(8) General Standards for Directors and Officers.

(a) Directors and officers shall discharge their duties in good faith with the care an

ordinarily prudent person in a like position would exercise under similar circumstances and in a

manner they reasonably believe to be in the best interests of the corporation.

(b) In discharging their duties, directors and officers are entitled to rely on

information, opinions, reports, or statements, including financial statements and other financial

data, if prepared or presented by one or more of the following.

1 One or more officers or employees of the corporation whom they reasonably

believe to be reliable and competent in the matters presented.

2 Legal counsel, public accountants, or other persons as to matters they

reasonably believe are within the person’s professional or expert competence.

3 A committee of the board of directors if they reasonably believe the committee

merits confidence.

capacity, or any failure to take any action, if they performed their duties of office in compliance

with this Section.

(9) Committees.

(a) The board of directors may create one or more committees and appoint members

of the board of directors to serve on them. Each committee must have two or more directors who

serve at the pleasure of the board of directors.

(b) Each committee, to the extent provided by the board of directors or in the articles

of incorporation or in the bylaws, may exercise the authority of the board of directors.

12. Shareholders.

a. Meetings.

(1) A corporation shall hold a meeting of shareholders annually in accordance with the

bylaws. Annual meetings need not be held on or near lands held in trust by the United States for

the Ho-Chunk Nation. The failure to hold an annual meeting does not affect the validity of any

corporate action.

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(2) A corporation may hold a special meeting of shareholders at the call of its board of

directors or at the request of ten percent (10%) of the shareholders entitled to vote.

(3) Unless the articles of incorporation or bylaws provide otherwise, action required to

be taken at a shareholders meeting may be taken without a meeting if the action is taken by all

the shareholders entitled to vote. Such action must be evidenced in writing, signed by each

shareholder and delivered to the corporation for inclusion in the minutes and records.

(4) If a corporation is wholly owned and operated by the Ho-Chunk Nation, the HoChunk Legislature shall conduct the annual meetings. If a corporation is partially owned and

operated by the Ho-Chunk Nation, the Ho-Chunk Legislature shall vote the Nation’s shares at the

annual meeting.

b. Notice of Shareholders Meetings. A corporation shall notify shareholders of the date, time

and place of each annual or special shareholders meeting at least ten (10) days before the meeting.

A shareholder may waive notice and a shareholder may be deemed to have waived notice if the

shareholder attends the meeting unless the shareholder objects at the beginning of the meeting.

c. Voting Entitlement of Shares.

(1) Unless the articles of incorporation provide otherwise, each outstanding share is

entitled to one vote on each matter voted on at a shareholders meeting. A shareholder may vote a

share in person or by proxy provided that shareholder has appointed a proxy by signing an

appointment and filed the appointment with the corporation.

(2) If a corporation is owned and operated in part by the Ho-Chunk Nation, the Ho-Chunk

Legislature shall vote the Nation's shares. If a corporation is wholly owned and operated by the

Ho-Chunk Nation, the Ho-Chunk Legislature shall exercise the powers authorized for

shareholders.

d. Voting Trusts and Agreements.

(1) One or more shareholders may create a voting trust, conferring on a trustee the right

to vote or otherwise act for them, by signing an agreement setting out the trust's provisions and

transferring the shares to the trustee. When a voting trust agreement is signed, the trustee shall

deliver to the corporation the names and address of all owners of beneficial interests in the trust,

together with the number and class of shares transferred to the trust.

(2) Two or more shareholders may also provide for the manner in which they will vote

their shares by signing an agreement for that purpose.

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13. Liability.

a. A holder of shares of a corporation shall be under no obligation to the corporation or its

creditors with respect to the shares other than the obligation to pay to the corporation the full

consideration for which the shares were issued.

b. The Ho-Chunk Nation shall be under no obligation to a corporation or the creditors of any

corporation which the Nation incorporates, owns or operates, in whole or in part, and the Nation

shall not be deemed to have waived any of the Nation's privileges or immunities if the Nation

incorporates, owns or operates a corporation, in whole or in part.

14. Challenges to Corporate Actions.

a. Except as provided in paragraph b, below, the validity of corporate action may not be

challenged on the ground that the corporation lacks or lacked power to act.

b. A corporation's power to act may be challenged in a proceeding before the Ho- Chunk

Trial Court by any of the following:

(1) Ten percent (10%) of the shareholders or a director against the corporation to enjoin

the act.

(2) The corporation, directly, derivatively, or through a receiver, trustee, or other legal

representative, against an incumbent or former director, officer, employee, or agent of the

corporation to enjoin the act.

(3) The Ho-Chunk Trial Court, as provided in this Ordinance, to dissolve the corporation

or to enjoin the corporation from performing unauthorized acts.

15. Voluntary Dissolution of Corporation.

a. Voluntary Dissolution by Incorporators. A corporation which has not commenced business

and which has not issued any shares, may be voluntarily dissolved by its incorporators at any time

in the following manner.

(1) Articles of dissolution shall be executed in duplicate by a majority of the

incorporators, and verified by them, and shall set forth:

(a) The name of the corporation.

(b) The date of issuance of its certificate of incorporation.

(d) That the corporation has not commenced business.

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(e) That the amount, if any, actually paid in on subscriptions for its shares, less any

part thereof disbursed for necessary expenses, has been returned to those entitled thereto.

(f) That no debts of the corporation remain unpaid.

(g) That a majority of the incorporators elect that the corporation be dissolved.

(2) Duplicate originals of the articles of dissolution shall be delivered to the Legislative

Secretary. If the Secretary finds that the articles of dissolution conform to law, the Secretary shall:

(a) Endorse on each of such duplicate originals the word "filed" and the month, day

and year of the filing thereof.

(b) File one of such duplicate originals in the Legislative Office.

duplicate original.

(3) The certificate of dissolution, together with the duplicate original of the articles of

dissolution affixed thereto by the Legislative Secretary, shall be returned to the incorporators or

their representative. Upon the issuance of such certificate of dissolution by the Secretary, the

existence of the corporation shall cease.

b. Voluntary Dissolution by Consent of Shareholders.

(1) A corporation may be voluntarily dissolved by the written consent of all of its

shareholders. If a Corporation is partially owned and operated by the Ho-Chunk Nation, the HoChunk Legislature shall consent for its shares. If the corporation is wholly owned and operated

by the Ho-Chunk Nation, the Legislature shall consent to dissolve the corporation.

(2) Upon the execution of such written consent, a statement of intent to dissolve shall be

executed in duplicate by the corporation by its president or a vice president and by its secretary

or an assistant secretary, and verified by one of the officers signing such statement, which

statement shall set forth:

(a) The name of the corporation.

(b) The names and respective addresses of its officers.

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(d) A copy of the written consent signed by all shareholders of the corporation, or a

certified copy of the resolution adopted by the Ho-Chunk Legislature.

(e) A statement that such written consent has been signed by all shareholders of the

corporation or signed in their names by their attorney’s thereunto duly authorized.

c. Voluntary Dissolution by Act of Corporation. A corporation may be dissolved by the act

of the corporation, when authorized in the following manner:

(1) The board of directors shall adopt a resolution recommending that the corporation be

dissolved, and directing that the question of the dissolution be submitted to a vote at a meeting of

shareholders, which may be either an annual or a special meeting. If a corporation is partially

owned and operated by the Ho-Chunk Nation, the Ho-Chunk Legislature shall consent for its

shares. If the corporation is wholly owned and operated by the Ho-Chunk Nation, the Legislature

shall consent to dissolve the corporation.

(2) Written notice shall be given to each shareholder entitled to vote in the manner

provided in this Ordinance for the giving of notice of meetings of shareholders, and shall state

that the purpose of the meeting is to consider dissolving the corporation.

(3) At the meeting, shareholders entitled to vote shall vote on a resolution to dissolve the

corporation. The resolution shall be adopted upon receiving the majority vote of the shareholders

entitled to vote.

(4) Upon the adoption of the resolution, a statement of intent to dissolve shall be executed

in duplicate by the corporation by its president or a vice president and by its secretary and verified

by one of the officers signing such statement, and shall set forth:

(a) The names of the corporation.

(b) The names and respective addresses of its officers.

(d) A copy of the resolution adopted by the shareholders or the Ho-Chunk Legislature

authorizing the dissolution of the corporation.

(e) The number of shares outstanding, and classes if any.

(f)The number of shares voted for and against the resolution, and their class, if any.

d. Filing of Statement of Intent to Dissolve. Duplicate originals of the statement of intent to

dissolve, whether by consent of shareholders or the Ho-Chunk Legislature or by act of the

corporation, shall be delivered to the Legislative Secretary. If the Legislative Secretary finds that

such statement conforms to law, the Secretary shall:

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(1) Endorse on each of such duplicate originals the word "filed" and the month, day and

year of the filing thereof.

(2) File one of such duplicate originals in the Legislative Office.

(3) Return the other duplicate original to the corporation or its representative.

e. Effect of Statement of Intent to Dissolve. Upon the filing with the Legislative Secretary

the statement of intent to dissolve, the corporation shall cease to carry on its business, except

insofar as may be necessary for the winding up thereof. Its corporate existence shall continue

until a certificate of dissolution has been issued by the Legislative Secretary.

f. Procedure After Filing of Statement of Intent to Dissolve. After filing with the Legislative

Secretary the statement of intent to dissolve, the corporation shall:

(1) Immediately cause notice to be mailed to each known creditor of the corporation.

(2) Proceed to collect its assets, convey, and dispose of its properties as are not to be

distributed to its shareholders or the Nation as provided in this Ordinance.

g. Distribution of Assets. The assets of a corporation in the process of dissolution shall be

applied and distributed as follows:

(1) All liabilities and obligations of the corporation shall be paid, satisfied, and

discharged, or adequate provision shall be made therefore.

(2) Assets held by the corporation upon condition requiring return, transfer, or

conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred,

or conveyed in accordance with such requirements.

(3) Remaining assets shall be distributed, either in cash or in kind, among its shareholders

according to their respective rights and interests, unless the corporation is owned and operated,

in whole or in part, by the Ho-Chunk Nation. In that event, the remainder of its assets shall be

conveyed to the Ho-Chunk Legislature according to its respective rights and interest. The

Legislature shall hold them or their proceeds in trust for two (2) years or until the resolution of

any legal action involving them. Under no circumstances shall the Ho-Chunk Legislature assume

any liability not covered by the assets so held. Upon the trust's expiration, the Ho-Chunk

Legislature may distribute the assets in accordance with federal and tribal law.

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(4) Other assets, if any, shall be distributed in accordance with the provisions of the

articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws

determine the distribution rights of shareholders or provide for distribution to others.

h. Plan of Distribution.

(1) A plan providing for the distribution of assets may be adopted by a corporation in the

process of dissolution for the purpose of authorizing any transfer or conveyance of assets in the

following manner:

(a) Where a corporation has issued shares of stock, the board of directors shall adopt

a resolution recommending a plan of distribution and directing that the plan be submitted to a

vote at a meeting of shareholders. Written notice setting forth the proposed plan of distribution

shall be given to each shareholder entitled to vote as provided in this Ordinance. The plan of

distribution shall be adopted upon receiving at least two-thirds of the votes entitled to be cast. If

any of the shares are held by the Ho- Chunk Nation, the Ho-Chunk Legislature shall vote the

Nation's shares.

(b) Where a corporation is wholly owned and operated by the Ho-Chunk Nation, a

plan of distribution shall be adopted at a meeting of the board of directors upon receiving the vote

of a majority of the directors in office and must be approved by a two- thirds vote of the HoChunk Legislature.

(2) Any plan of distribution adopted according to paragraph (a) or (b), above, shall reflect

the rights and preference of all outstanding shares.

i. Articles of Dissolution. When all debts, liabilities and obligations of the corporation have

been paid and discharged, or adequate provision has been made therefor, and all of the remaining

property and assets of the corporation have been distributed to its shareholders or the Ho-Chunk

Nation, articles of dissolution shall be executed in duplicate by the corporation by its president

or a vice president and by its secretary and verified by one of the officers signing such statement,

which statement shall set forth:

(1) The name of the corporation.

(2) That all debts, obligations and liabilities of the corporation have been paid and

discharged or that adequate provision has been made therefore.

(3) That all remaining property and assets of the corporation have been distributed among

its shareholders in accordance with their respective rights and interests.

(4) That there are not suits pending against the corporation in any court, or that adequate

provision has been made for the satisfaction or any judgment, order or decree which may be

entered against it in any pending suit.

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j. Filing Articles of Dissolution.

(1) Duplicate originals of such articles of dissolution shall be delivered to the Legislative

Secretary. If the Secretary finds that such articles of dissolution conform to tribal law, the

Secretary shall:

(a) Endorse on each of such duplicate originals the word "filed" and the month, day

and year of the filing thereof.

(b) Maintain one of such duplicate originals in the Legislative Office.

duplicate original.

(2) The certificate of dissolution, together with the duplicate original of the articles of

dissolution affixed thereto by the Secretary, shall be returned to the representative of the dissolved

corporation. Upon the issuance of such certificate of dissolution the existence of the corporation

shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by

shareholders, directors and officers.

16. Involuntary Dissolution and Liquidation.

a. Involuntary Dissolution. A corporation may be dissolved involuntarily by the Ho- Chunk

Trial Court as provided in this Section.

(1) The Court may order the corporation to appear before it and show cause as to why it

should not be dissolved when one or more of the following is established.

(a) The corporation procured its articles of incorporation through fraud.

(b) The corporation has continued to exceed or abuse the authority conferred upon it

by law.

agent on or land held in trust for the Ho-Chunk Nation.

(d) The corporation has failed for thirty (30) days after change of its registered officer

or registered agent to file with the Legislative Secretary a statement of such change.

(e) The corporation is found by the Court to be in violation of this Ordinance or any

other law of the Nation.

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(2) Dissolution under this Section shall be initiated and prosecuted by the Ho- Chunk

Nation Attorney General or Legislative Counsel in consultation with the Department of Justice.

b. Jurisdiction of Ho-Chunk Trial Court to Liquidate Assets and Affairs of Corporation. The

Ho-Chunk Trial Court shall have full jurisdiction to liquidate the assets and affairs of a

corporation:

(1) Upon petition to the Legislature of ten percent (10%) of the shareholders or by

resolution of the Legislature if the corporation is wholly or partially owned and operated by the

Ho-Chunk, if the petition or resolution establishes one or more of the following.

(a) That the directors are deadlocked in the management of the corporate affairs and

shareholders are unable to break the deadlock, and that irreparable injury to the corporation is

being suffered or is threatened by reason thereof; or

(b) That the acts of the directors of those in control of the corporation are illegal,

oppressive, or fraudulent.

period which includes at least two consecutive annual meeting dates, to elect successors to

directors whose terms have expired or would have expired upon the election of their successors.

(d) That the corporate assets are being misapplied or wasted.

(e) That the corporation has consistently failed to use accepted accounting practices

in the maintenance of its books and records.

(f) That the corporation does or omits any act which amounts to a surrender of its

corporate rights, privileges, or franchises.

(2) Upon petition to the Court of a creditor, if the petition establishes one or more of the

following.

(a) The claim of the creditor has been reduced to judgment and an execution thereon

returned unsatisfied and it is establishes that the corporation is insolvent.

(b) The corporation has admitted in writing that the claim of the creditor is due and

owing and it is established that the corporation is insolvent.

(3) Upon application by a corporation which has filed a statement of intent to dissolve.

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c. Procedure in Involuntary Dissolution and Liquidation by the Ho-Chunk Trial Court.

(1) Where there are grounds for issuing an order to show cause why a corporation shall

not be dissolved or when the Court receives a petition for liquidation or the Legislature adopts a

petition for liquidation, the Court shall send an order to appear and show cause why the

corporation should not be dissolved or liquidated to the president and secretary of the corporation.

The hearing shall be scheduled by the Court no less than 30 days from the date of said order.

(2) If the Court finds that the officers of the corporation have shown sufficient cause why

the corporation should not be dissolved or liquidated, the decision of the Court shall be final.

(3) If the officers of the corporation fail to appear as ordered, or if, in the opinion of the

Court, the officers have failed to show sufficient cause why the corporation should not be

dissolved or liquidated, the Court may revoke the corporation's certificate of incorporation.

(4) If the Court revokes the corporation's certificate, it shall assume trusteeship over the

corporation's assets and liquidate its assets in accordance with this Section.

(5) If prior to the revocation of the corporation's certificate, the corporation cures all

defaults complained of and pays all penalties and costs, the action shall abate.

d. Liquidation of Corporation by the Ho-Chunk Trial Court. If the Court revokes a

corporation's certificate of incorporation, it shall proceed to liquidate the assets and business of a

corporation as follows:

(1) The Court shall have power to issue injunctions, and to appoint a liquidating receiver

with any powers and duties the Trial court may direct. The Court may also take any other actions

necessary to preserve the corporate assets wherever situated, and carry on the business of the

corporation until final dissolution.

(2) The liquidating receiver shall give notice to all parties in interest and creditors and

allow each a proper hearing with sworn statements.

(3) The liquidating receiver shall then collect the assets of the corporation, and shall have

authority to sell, convey and dispose of the assets of the corporation wherever situated, either at

public or private sale.

(4) The assets of the corporation or the proceeds resulting from a sale, conveyance or

other disposition thereof shall be applied to the expenses of the liquidation and to the payment of

the liabilities and obligations of the corporation according to this Ordinance. Any remaining

assets or proceeds shall be distributed according to this Ordinance.

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(5) The Court shall have power to allow compensation to the receiver and any attorneys

in the proceeding out of the assets of the corporation or the proceeds of any sale or disposition of

such assets.

(6) A receiver of a corporation appointed under the provisions of this Section shall have

authority to sue and defend in all courts in his own name as receiver of such corporation.

e. Order of Dissolution.

(1) The Court shall issue an order dissolving the corporation, when:

(a) The costs and expense of the liquidation have been satisfied.

(b) All debts, obligations and liabilities of the corporation have been paid and

discharged.

corporation's property and assets are not sufficient to satisfy and discharge such costs, expenses,

debts, and obligations, but all the property and assets have been applied so far as they will go to

their payment, the Court shall issue an order dissolving the corporation.

(2) Upon of an order, the existence of the corporation shall cease.

f. Filing of Order of Dissolution. When the Court issues an order dissolving a corporation, it

shall file a certified copy of the resolution with the Legislative Secretary.

17. Post Dissolution.

a. Deposit with the Ho-Chunk Trial Court of Amount Due Certain Shareholders. Upon the

voluntary or involuntary dissolution or liquidation of a corporation, the portion of the assets

distributable to a creditor or shareholder who is unknown or cannot be found, or who is under

disability and there is no person legally competent to receive such distributive portion, shall be

reduced to cash and deposited with the Court and shall be paid over to the creditor or shareholder

or to his legal representative upon proof satisfactory to the Court of his rights thereto.

b. Survival of Remedy After Dissolution.

(1) The dissolution of a corporation by i) the issuance of a certificate of dissolution by

the Legislative Secretary, ii) an order issued by the Court before the corporation's assets have

been liquidated as provided in this Ordinance, or iii) upon expiration of its period of duration,

shall not take away or impair any remedy available to or against a corporation, its directors,

officers, or shareholders, for any right or claim existing or any liability incurred, prior to

dissolution if an action or other proceeding is commenced within two years after the date of

dissolution.

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(2) Any such action or proceeding by or against the corporation may be prosecuted or

defended by the corporation in its corporate name.

(3) The shareholders, directors, and officers shall have power to take corporate or other

action as shall be appropriate to protect a remedy, right or claim. If a corporation was dissolved

by the expiration of its period of duration, it may amend its articles of incorporation at any time

during the period of two years so as to extend its period of duration.

______________________________________________________________________________

Legislative History:

02/20/96

11/24/04

06/10/05

08/13/05

10/04/05

08/23/16

Adopted by Ho-Chunk Nation Legislative Resolution 2/20/96A.

Business Corporation Ordinance reformatted IAW Legislative Resolution 11/16/04A as a

Proposed Bill (5 HCC § 2) and submitted to the Office of the President for Executive Review and

Coordination.

Legislature posts Draft Bill Business Corporation Ordinance out for 45-Day Public Review.

45-Day Public Review ends without comment.

Enacted as Business Corporation Ordinance (5 HCC § 2) by Legislative Resolution 10/04/05E.

Amended via Quick Passage Procedure by Legislative Resolution 08/23/16J amending the

definition of “corporation”.

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.