THREE AFFILIAT ED TRIBES

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TRIBAL BUSINESS CORPORATION ACT

Section 1.

Title

This Ordinance shall be known as the Three Affiliated Tribes Tribal Business

Corporation Act.

Section fl.

Purpose

Corporations may be organized under this Act for any lawful purposes.

Section III.

Definitions

(a) ' Corporation' means a corporation for profit subject to the provisions of this

Ordin*IDce.

(b) "Articles" means the original or restated articles of incorporation, articles of

consolidation, charter or other documents evidencing the creation of a

corporate entity and all amendments thereto.

are divided.

(d) Shareholder'' means the person in whose name shares are registered in the

records ofthe corporation.

(e) ..Authorized Shares" means the shares of all classes which the corporation is

authorized to issue.

(t) 'Net Assets'! means the amount by which the total assets of a corporation

exceed the total debts of the corporation.

Section IV.

General Powers

Each corporation shall have power:

(a) To have perpetual succession by its corporate name unless a limited period of

duration is stated in its articles of incorporation.

(b) To sue and be sued, complain and defend, in its corporate name.

same by causing it, or a facsimile thereof, to be impressed or affixed or in any

other manner reproduced.

(d) To purchase, take, receive, lease, or otherwise acquire, own, hold, improve,

use and otherwise dealing with, real or personal property, or any interest

therein, wherever situated.

(e) To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise

dispose of all or any part of its property and assets, except for tribal trust

property to which it may have an interest in.

(t) To lend money and use its credit for any lawful purpose.

(g) To purchase, take, receive, subscribe for or otherwise acquire, own hold,

vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and

otherwise use and deal in and with, shares or other interests in, or obligations

of, other domestic or foreigo corporations, assocJations, partnerships or

individuals, or direct or indirect obligations of the United States or of any

other government, state, territory, governmental district or municipality or of

any instrumentality thereof.

(h) To make contracts and guarantees and incur liabilities, borrow money, issue

its notes, bonds and other obligations by mortgage or pledge of all or any of

its property and income, except for any interest in tribal trust property.

(i) To lend money for its corporate purposes, invest or reinvest its funds, and take

and hold real and personal property as security/collateral for the payment of

funds so loaned or invested.

(j) To conduct its business, carry on its operations and have offices and exercise

the powers granted by this Ordinance, within or without the exterior

boundaries of the Fort Berthold Indian Reservation.

(k) To elect or appoint officers and agents of the corporation, and define their

duties and fix their compensation.

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

or with the laws of the Three Affiliated Tribes for the administration and

regulation of the affairs of the corporation.

(m)To make donation for the public welfare or for charita le, scientific,

educational or cultural purposes.

(n) To transact any lawful business.

(o) To pay pensions and establish pension plans, pension trusts, profit sharing

plans, stock option plans, stock bonus plans or other incentive plans for any or

all of its directors. officers and employees.

(p) To be partner, member, associate, manager or associate of any partnership,

joint venture, trust or other enterprise.

(q) To have and exercise all powers necessary or convenient to effect its

purposes.

Section V.

Corporate Name

The Corporate name:

(a) Shall contain the words "corporation,' ' company," "incorporated," or

"limited," or the abbreviation of any such word.

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

organized for any purpose other than the purpose or purposes contained in its

articles of incorporation.

corporation existing under the laws of the Three Affiliated Tribes, or any

name the exclusive right to which is, at the time, reserved in the marmer

provided in this Ordinance, or the name of a corporation which b ad in effect a

registration of its corporate name as provided in this Ordinance.

Section VI.

Registered Office and Registered Agent

Each corporation organized pursuant to this Act shall have and continually

maintain on the Fort B~rtho ld Indian Reservation:

(a) A registered office which may be, but need not be, the same as its principle

place of business.

Section VII. Service of Process on Corporation

The registered agent appointed by the corporation shall be an agent of the

corporation upon whom any process. notice or demand required or pennitted by

law to be served upon the corporation may be served.

Section VIII. Authorized Shares

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

in its articles of incorporation. Such shares may be divided into one or more

----------~l~r-all-ofwhieh-elasses-may-consis

f shares-with par value or~~'~'~~---

without par value with such designations, preferences, limitations, and relati ve

rights as shall be stated in the articles of incorporation. The articles of

incorporation may limit voting rights for the shares of any class to the extent not

inconsistent with the provisions of this Act.

Without limiting the authority herein contained, a corporation, when so provided

in its articles of incorporation, may issue shares of preferred or special classes:

(a) Subject to the right of the corporation to redeem any of such shares at the

price fixed by the articles of incorporation for the redemption thereof;

(b) Entitling the holders thereof to cumulative, noncumulative or partially

cumulative dividends;

of dividends;

(d) Having preference in the assets of the corporation over any other class or

classes of shares upon the voluntary or involuntary liquidation of the

corporation; and

(e) Convertible into share$ of any other class or into shares of any series of the

same or any other class, except a class having prior or superior rights and

preferences as to dividends or distribution of assets upon liquidation, but

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

shares 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 for the amount of any such deficiency is transferred from

surplus to stated capital.

Section IX.

Payment for Share~

The consideration for the issuance of shares may be paid in wbole or in pan, in

cash, in other property, tangible or intangible or in labor or service actually

performed for the corporation .

Neither promissory notes nor future services shall constitute payment or part

payment for this issuance of shares of a corporation.

Section X.

Certificate Represeating Shares

The shares of a corporation may or may not be represented by certificates signed

by the President or a Vice President and the Secretary of the corporation .

- - - - - - - - - - -Huweve l, sh~ be-r-ecorded 'n-tfie-oor-pomte-r.eoo~------------

Section Xl.

Liability of Shareholders

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

or its creditors with respect to such shares other than the obligation to pay to the

corporation the full consideration for which such shares were issued or to be

issued,

Section XII. By-Laws

The initial by-laws of the corporation shall be adopted by its board of directors.

The power to alter, amend or repeal the by-laws or adopt new by-laws, subject to

repeal or changed by action of the shareholders; shall be vested in the board of

directors.

Section XIII. Articles of Incorporation

The articles of incorporation sha1l set forth :

(a) The name of the corporation.

(b) The period of duration; this may be perpetual.

stated to be, or to include the transaction of any or all lawful business for

which corporations may be incorporated under thls Act.

(d) The aggregate number of shares which the corporation shall have authority to

issue, if such shares are to consist of one class only· the par value of each of

such shares. or a statement that all of such shares are without par value, or, if

such shares are to be divided into classes, the number of shares of each class,

and a statement of the par value of the shares of each such class or that such

shares are to be without par value.

(e) 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.

(t) If the corporation is to issue the shares of any preferred or special class in a

series then the designation of each series and a statement of the variations

regarding the relative eights and preferences as between such series insofar as

the same are to be fixed in the articles of incorporation, and a statement of any

authority to be vested in the board of directors to establish such series and fix

_ _ _ __

------------and-determine--the-variat4&ns-in-the--re~ati¥e-Fi.ght~d-p~fetences as betw~.__

parties.

(g) If any preemptive right is to be granted to shareholders, the provisions

therefor.

(b) Any provision, not inconsistent with Jaw, which the incorporators elect to set

forth in the articles ofincorporation for the regulation of the internal affairs of

the corporation, including any provision, restricting the transfer of shares and

any provision which is required or permitted to be set forth in the by-laws

pursuant to this Ordinance.

(i) The address of its initial registered office, and the name of its initial registered

agent at such address.

(j) The number of directors constituting the initial board of directors and the

names and addresses of the persons who are to serve as directors until the first

annual meeting of shareholders or until their successors are duly elected

pursuant to the bylaws.

(k) The name and address of each incorporator. It shall not be necessary to set

forth in the articles of incorporation any of the corporate powers enumerated

in this Ordinance.

Section XJV. Filing of Articles of Incorporation

Duplicate originals ofthe articles of incorporation shall be delivered to the Tribal

Secretary for the Three Affiliated Tribes. If the Tribal Secretary fi nds that the

articles of incorporation conform to tribal law, the Secretary shall:

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

and year of the filing thereof;

(b) Maintain one such duplicate original in the Tribal Secretary's office; and

duplicate original and return it to the incorporators.

Section XV.

Effect of Issuance of Certificate of Incorporation

The corporate existence shall begin upon the issuance of the certificate of

incorporation by the Tribal Secretary.

Section XVI. Rigbt to Amend or Restate Articles of Incorporation

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Section XVII. Articles of Amendment or Restatement

Any amended or restated articles of incorporation shalJ be executed by its

Preside nt or a Vice President and its Secretary upon passage by the Board of

Directors at duly called meeting of the Board.

Section XVlli. Filing of Amended or Restated Articles

Duplicate originals of the amended or restated articles shall be deli vered to the

Tribal Secretary for the Three Affiliated Tribes. If the Secretary determ ines that

the amended or restated articles conform to Tribal Law, the Secretary shall:

(a) Endorse on each duplicate original the word "filed " and the month day and

year of such filing thereof;

(b) Maintain one such duplicate original in the Tribal Secretary's office; and

duplicate original and return to the corporation.

Section XIX. Effect of Certifi cate of Amend ment or Restat ement

The amendment or restatement shall become effective and the articles of

incorporation shall be deemed to be amended or restated accordingly upon the

issuance of the certificate of amendment or restatement by the Secretary,

Section XX.

Volunt ary Dissolution by Incorp orators

A corporation which bas not commenced business and which has not issued any

shares may be volWltarily dissolved by its incorporators at any time in the

following manner:

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

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

1. The name ofthe corporation.

2. The date of issuance of its certificate of incorporation.

3. That none of its shares has been issued.

4. That the corporation has not commenced business.

5. That the amoWlt, 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 .

6. That no debts of the corpo ration remain unpaid.

7. That a majority of the incorporators elect that the corpo ration

dissolved.

originals of the articles of dissolution shall be delivered to the

cate

(b) Dupli

ution confo nn

Tribal Secretary. If the Secre tary finds that the articles of dissol

to law, the Secretary shall:

and the

1. Endorse on each of such duplicate originals the word "filed"

month , day and year of the filing thereof.

office

2. File on of such duplic ate originals in the Tribal Secretary's

3. Issue a certificate of dissolution to which the Secretary shal

other duplicate original.

affix the

als of the article s

The certifi cate of dissolution, together with the duplicate origin

ed to the

of dissol ution affixed thereto by the Secretary, shall be return

of dissolution by

incorporators, or their agent. Upon issuance of such certificate

cease

the Secretary, the existence of the corporation shall

Section XXI. Voluntary Dissolution by Consent ofSba rebol ders

A corpo ration may be voluntarily dissolved by the written conse

shareholders.

nt of all ofits

to dissolve shall

Upon the execution of such written consent, a statem ent of intent

ent and its

be e.xecuted in duplicate by the corpo ration 's President or a Vice Presid

which

ent,

statem

Secretary, and verified by one of the officers signing such

statem ent shall set forth:

(a) The name of the corpo ration .

(b) The names and respec tive addresses of its officers.

(d) A copy of the written conse nt signed by all shareholders

of the corporation .

all shareholders of

(e) A statem ent that such writte n conse nt has been signed by

' thereunto duly

eys

the corpo ration or signed in their names by their attorn

_ _ _ _ _ _ _ _ _ _ _ _:autb9rized.

Sect ion XXII. Volu ntary Dissolution by Act of Corp

orati on

ratio n, when autho

A corporation may be dissolved by the act of the corpo

the following manner:

rized in

mending that the

(a) The board of directors shall adop t a resolution recom

tion of such disso lution be

corporation be dissolved and directing that the ques

h may be eithe r an

submitted to a vote at a meeting of shareholders, whic

annual or a specially called meeting for such purpose.

r ofrec ord entitled to vote at

(b) Written notice shall be given to each shareholde

ided in this Ordinance for

such meeting within the time and in the manner prov

whether the meeting be

the giving of notice of meetings of shareholders, and,

one of the purposes of

an annu al or special, shall state that the purpose, or

lving the corporation .

such meeting is to consider the advisability of disso

to vote shall be taken on such

shall be adopted upon

resol ution to dissolve the corporation. Such resol ution

rity ofth e shares of the

receiving the affinnative vote ofthe holders of a majo

of shares is entitled to

corporation entitled to vote thereon, unless any class

shall be adopted upon

ote thereon as a class, in which event the resolution

rity of the shares of each

receiving the affirmative vote of the holders of a majo

of the total shares

class of shares entitled to vote thereon as a class and

entitled to vote thereon.

of intent to dissolve shall be

(d) Upon the adoption of such resolution , a statement

dent or a Vice President

executed in duplicate by the corporation by its Presi

ers signing such statement,

and by its Secretary and verified by one of the offic

which statement shall set forth :

1. The name of the corporation.

2. The names and respective addresses of its officers.

rs.

3. The names and respective addresses of its di recto

rs authorizing the

4. A copy of the resolution adopted by the shareholde

dissolution of the corporation.

s of any class are

5. The number of shares outstanding, and, if the share

er of outstanding

entitled to vote as a class, the designation and numb

shares of each such class.

resolution,

6. The number of shares voted fo r and again st the

ed to vote as a

respectively, and, if the shares of any class are entitl

for and again st the

class, the number of shares of each such class voted

resolution , respectively.

Sectio n XXIII. Filing of Statement of lntent to Dissol ve

Upon the filing with the Tribal Secretary of a statement of intent to dissolv

ation

whether by consent of shareholders or by act of the corporation, the corpor

the

for

ary

necess

may

insofar

shall cease to carry on its business, except

ate of

winding up thereof, but its corporate existence shaJJ continue until a certific

ing the

dissolution has been issued by the Tribal Secretary or until a decree dissolv

corporation has been entered by a court of compe tent j urisdiction.

Section XXIV. P roced ure after Filing of Statem ent of I ntent to Dissol

After the filing with the Tribal Secretary the statement of intent to dissolve:

(a) The corporation shall immediately cause notice thereo f to be mailed

to each

known creditor of the corporation.

e of such

of its properties as are not to be distrib uted in kind to its shareholders, pay,

satisfy and discharge its liabilit ies and obligations and do all other acts

required to liquidate its business and affairs, and, after paying or adequately

its

providing for the payment of all its obligations, distribute the remainder of

assets, either in cash or in kind, among its shareholders according to their

respective rights and interests.

{b) The corporation shalJ proceed to collect its assets, convey and dispos

may make application to a court of competent jurisdiction io have the

liquidation continued under the court's superv ision.

Sectio n XXV. Articl es of Dissolution

and

When all debs, liabilities and obligations of the corporation have been paid

the

r, and all

di scharg~d, or adequate provision has been made therefo

distributed to its

been

have

ation

corpor

the

remaining property and assets

ate by the

duplic

shareholders, articles of dissolution shall be execut

d by

corporation by its president or a vice president and by its secretary and verifie

one of the officers signing such statement, which statement shall set fonh:

(a) The name ofthe corporation.

{b) That all debts, obligations and liabilit ies of the corporation have

been paid and

discharged or that adequa te provision has been made therefor.

e thataH-the-remainiftg-pri:lpe~-assets-of..the..corpor~at~io...n.L.h. .,a...,v._..._......_"'!n.!._ _ _

distributed among its shareholders in accord ance with their respective rights

and interests.

_ _ __

(d) That no legal action or administrative proceeding is pending against the

corporation in any court or federal, state or tribal agency, or that adequate

provision has been made for the satisfaction of any judgment, order or decree

which may be entered against it in any pending suit or administrative

proceeding.

Section XXVI. Filing Articles of Dissolution

Duplicate originals of such articles of dissolution shall be delivered to the Tribal

Secretary. If the Secretary fmds 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 Tribal Secretary's office; and

duplicate original.

The certificates of dissolution, together with the duplicate original of the articles

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

agent 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 or officers.

Section XXVII. Involuntary Dissolution

A corporation may be dissolved involuntarily by a decree of Three Affiliated

Tribal Court in an action filed in the name of the Mandan Hidatsa and Arikara

Nation by its Legal Department when it is established that:

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

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

upon it by law; or

registered agent on the Fort Berthold Indian Reservation; or

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

- - - - - - - - - - - -officer-or-r-egistered-agen:He-file-in-the-1.= ibal-Seeretaey!s-eftiee-a-staremeat-ef- - - - change.

Section XXVIU. Venue and Process

Every action for the involuntary dissolution of& corporation shall be commenced

by the Nation's Legal Department in the name of the Three Affiliated Tribes in

the appropri ate Tribal or Federal jurisdiction. Swnmon s shall issue and be served

as in other ci vU actions.

Section XXIX. Jurisdiction of Tribe and/or Federal Court to Liquidate Assets and

Business of Corporation

The Three Aff1liated Tribes Tribal Courts shall have full power to liquidate the

assets and business of a corporation:

(a) In an action by a shareholder when it is established:

(1) That the di.rc;ctors are deadlocked in the management of the corporate

affairs and the shareholders are unable to break the deadlock, and that

irreparable injury to the corporation is being suffered or is threatened

by reason thereof; or

(2) That the acts of the directors or those in control ofthe corporat ion are

illegal. oppressive or fraudulent; or

(3) That the shareholders are deadlocked in voting power, aod have fai led,

for a period which includes at least two (2) consecutive annual

meeting dates, to elect successors to directors whose terms have

expired or would have expired upon the election of their successors; or

(4) That the corporate assets are being misapp ied or wasted.

(b) In an action by a creditor:

(1) When the claim of the creditor has been reduced to j udgment and an

execution thereon returned unsatisfied and it is established that the

corporation is insolvent; or

(2) When 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.

dissolve , as pro ided in this Act, to have its liquidation continued under the

-------------------------------------------suP"~~ ion~.~~~-------------------------(d) When an action has been filed by the Nation's Legal Department to dissolve a

corporation and it is established that liquidation of its business and affairs

should precede the entry of a decree of dissolut ion.

1t shall not be necessary to make shareholders parties to any such action or

proceeding unless relief is sought against them personally.

Section XXX. Procedure in Liquidation of Corporatio n by the Tribe and/or Federal Court

In proceedings to liquid.ate the assets and business of a corporation the court shall

have power to issue injunctions. to appoint a receiver or receivers, with such

powers and duties a$ the court from time to time may directj and to take such

other proceedings as may be requisite to preserve the corporate assets wherever

situated, and carry on the business of the corporation until a full hearing can be

had.

After a hearing upon such notice as the court may direct to be given to all parties

to the proceedings and to any other parties in interest designated by the court, the

court may appoint a liquidating receiver or receivers with authority to collect the

assets ofthe corporation by subscribers on account of any unpaid portion of the

consideration for the issuance of shares. Such liquidating receiver or receivers

shall have authority, subject to the order of the court, to sell, convey, and dispose

of all or any part ofthe assets ofthe corporation wherever situated, either at

public or private sale. The assets of the corporation or the proceeds resulting from

a sale, conveyance or other disposition thereof shall be applied to the expenses of

such liquidation and to the payment of the liabilities and obligations of the

corporation, and any remaining assets or proceeds shall be distributed among its

shareholders according to their respective rights and interests. The order

appointing such liquidating receiver or receivers shall state their powers and

duties. Such powers and duties may be increased or diminished at any time during

the proceedings.

The court shall have power to allow from time to time, as expenses of the

liquidation, compensation to the receiver or receivers and to attorneys in the

proceeding, and to direct the payment thereof out of the assets of the corporation

or the proceeds of any sale or disposition of such assets.

A receiver or receivers 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 or receivers of such corporation. The court appointing such receiver or

receivers shall have exclusive jurisdiction of the corporation and its property,

wherever situated.

Section XXXI. Filing of Claims in Liquidation Proceedings

In proceedings to liquidate the assets and business of a corporation the court may

- - - - - - - - - -....... quire-altcreditors-ofthe-eorpontt-ion-te-ftle-witb-the-elet'k-ef.the-oour-kli=-Wiiul-- - - - the receiver or receivers, in such fonn as the court may prescribe, proofs under

oath of their respective claims. If the court requires the filing of claims it shall fix

a date, which shall be not less than four (4) months from the date of the order, as

the last day for the filing of claims, and shall prescribe the notice that shall be

given to creditors and claimants of the date so fixed. Prior to the date so fixed, the

court may extend the time for the filing of claims. Creditors and claimants failing

to fi le proofs of claim on or before the date so fixed may be barred, by order of

the court, from participating in the distribution of the assets of the corporation.

Section XXXII. Discontinuance of Liquidation Proceedings

The liquidation of the assets and business of a corporation may be discontinued at

any time during the liquidation proceedings when it is established that cause for

liquidation no longer exists. ln such event the court shall dismiss the proceedings

and direct the receiver or receivers to redeliver to the corporation all its remaining

property and assets.

Section XXXIII. Decree of Involuntary Dissolution

In proceedings to liquidate the assets and business of a corporation, when the

costs and expenses of such proceedings and all debts, obligations and liabilities of

the corporation shall have been paid and discharged and all of its remaining

property and assets distributed to its shareholders, or in case its property and

assets are not sufficient to satisfy and discharge such costs, expenses, debts and

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

their payment, the court shall enter a decree dissolving the corporation

whereupon the existence of the corporation shall cease.

Section XXXIV. Filing of Decree of Dissolution

In case the court shall enter a decree dissolving a corporation, it shall be the duty

of the clerk of such court to cause a certified copy of the decree to be filed with

the Tribal Secretary. No fee shall be charged by the Tribal Secretary for the filing

thereof.

Section XXXV. Survival of Remedy after Dissolution

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

dissolution by the Tribal Secretary, or by (2) a decree of a court when the court

has not liquidated the assets and business of the corporation as provided in this

Ordinance, or (3) by expiration of its period of duration, shall not take away or

impair any remedy available to or against such corporation, its directors, officers

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

such dissolution if action or other proceeding thereon is commenced within two

(2) years after the date of such dissolution. Any such action or proceeding by or

-----------gainst-th~rporat-ion-may-be-presec:ttt~~fuaded-by-th~ll>Ofatioa-in..i~----

corporate name. The shareholders, directors and officers shall have power to take

such corporate or other action as shall be appropriate to protect such remedy, right

or claim. If such corporation was dissolved by the expiration of its period of

any time

duration, such corporation may amend its articles of incorporation at

duratio

during such period of two (2) years so as to extend its period

Sedio n XXXVI. Surviv ability

titutional

If a court of competent jurisdiction shall adjudge to be invalid or uncons

impair

any part of this ordinance, such judgm ent or decree shall not affect,

shall

th~reo

invalidate or nullify the remainder of this Act. The effect

al.

confined to part of this Act as adjudged to be invalid or unconstitution

Settio n XXX Vll. Effective Date

and after the

This Act shall be in full force and effect according to its terms from

il.

date of enactment by the Three Affiliated Tribes Business Counc

Section XXXV Ill. Repor ts

with the

Each company incorporated under this Act shall file an annual report

ate of

certific

issue

ity

Tribal Secretary. The Tribal Secretary has the author

ate of

good standing for each company incorporated under this Act. The certific

entity and

good standing is proof to the public that the company is exists as a legal

Laws.

ration

is good standing with the Three Affiliated Tribes ' Corpo

Sectio n XXXIV. Fees

of the

The Tribal Secretary is authorized to set a schedule of fees for the filing

. The

Articles of Incorporation and any amendments and or restatements thereto

ated

associ

costs

the

ing

fees associated with such filings shall go towards offsett

with the implementation of this Act.

Section XXXV .

Reserv ation of Right.

The Tribe reserves the right to amend or repeal provisions of this Act.

reserved

this

corporation incorporated under or governed by this Act is subjec

right.

Sectio n XXXVI. Corpo ration WboUy Owne d by tbe Tribe.

under

The provisions of this Act shall to apply to all corporations incorporated

ions

provis

this Act and wholly owned by the Nation and shall override any other

in this Code to the contrary subject to Sec. XXXVll of this Act.

Section XXXVII. No Waiver of Sovereign Immunit y.

By the adoption of this Act, the Tribe does not waive its sovereign immunity or

consent to suit in any court, federal, tribal or state and neither the adoption of this

Act, nor the incorporation of any corporation hereunder, shall be construed to be a

waiver of the sovereign immunity of the Tribe or a consent to suit against the

Tribe in any such court

Section X.XXVIH. Authorit y

Thi$ Act is enacted by the Three Affiliated Tribes Business Council under the

authority vested in said Business Council by Article Ill, Section 1 of the Nation s

Constitution.

As Approved by Resolution 11-_ _ _-VJB

ovember _ , 201 J)

Resolut ion No. 11-lli-VJB

RESOL TION OF THE GOVERNING BODY OF THE

THREE AFFILI ATED TRIBES OF THE

FORT BERTH OLD INDIAN RESERVATION

A Resolution entitled, "TIIree Affiliated Tribes Tribal B11si11ess Corporation Act"

WHERE AS, This Nation having accepted the Indian Reorganization Act of June 18, 1934.

and

the authority under said Act and having adopted a Constitution and By-Law s

pursuant to said Act: and

WHERE AS. 1 he Constitution of the Three Atliliatcd 'I ribe generally authori7es and empowe

the 1 ribal Business Council to engage in activ iti\!s on behalf of and in the interest

of thc: welfare and benefit ofthc Tribes and of the enrolled member thereof; and

WHER EAS, Article Ill of the Constitution of the I"hree Affiliated Tribes pro\ide that

the

Tribal Business ouncil is the governing body of the Tribes; and

\VII EREAS, ·n,e 1 hree Affiliated rribcs (.. I ribes.. ) has determined that it IS m the

best

economic interest to continue the pursuit of the economic development projects

such as the Clean fuels Refinery Project (the .. Project'") on behalf of the Mandan.

llidatsa & Arikara Nation (the ··Nation""): and

\VH EREAS, I he Business Council ha.;; determin ed that it is in the best interest of the Nation

establish the I hrcc Affiliated Tribes Tribal Business Corporation Act: and

'WH EREAS, Said Corporation Act will allow businesses to incorporate under fribal

I aw

thereby expanding the economic opportunities within the e'\tcrior boundaries of

the l·ort Berthold Indian Reservation; and

WHERE AS, 1 he Business Council has detennined that it is the best interest of the Nation

expand the cconom1c opportunities through enactment of a nc\\

orporation Act.

NOW THERE FORE HE IT RESO LVE I>, that the fnbal Business CoLmcil hereby ordains

enacts the Tribal Busincs Corporation Act; and

and

BE IT FURTH ER RESOLVED, the Tribal Business Council hereby waives all provisio

ns of

the Three Affiliated Tribes Procedures for Enacting Tribal Codes in its enactment

and approval of the Tribal Business Corporation Act; and

BE IT FURTH ER RESOLVED, the approved Tribal Business Corporation Act shall

formally reformatted for inclusion in the Three Affiliate d Tribes Code of Laws;

and

FINALLY RESOLVED, that the Chairman is hereby authorized to take such further

actions as are necessary to carry out the terms and intent of this resolution.

Page I of2

Resolu tion No. 11-126 -VJB

CER TIFIC ATIO N

I, the undersigned, as Secretary of the Tribal Business ouncil of the Three

Affiliated Tribes of

the Fort Berthold Indian Reservation hereb) certify that the tribal Business Counci

l is compo sed

of seven (7) membe rs of \\hom five (5) constitute a quorum. ~ were present

at a Regula r TBC

Meetin g thereof dul) called. noticed. convened and held on the 281h da) of

Novem ber, 2011~

that the foregoing Resolution \\as duly adopted at such meeting b) the aftim1a

tive vote of~

membe rs, Q members opposed, Q members abstained. !! members not voting.

and that said

Resolution has nol been rescinded or amended in any way.

Chainn an ( X I Voting. l j Not Voting.

Dated this 28 1h da) of Novem ber. 2011 .

ATTEST:

ry . u y Brugh

mess Council

Three Affiliated I ribes

Tribal Rusincs Council

Three Alliliated 1 ribcs

Pagel of2

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