# THREE AFFILIAT ED TRIBES

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## Record

- **Collection:** Tribal code
- **Document type:** Tribal code

## Text

THREE AFFILIAT ED TRIBES
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.
(c) "Shares" means the units into which the ownership interests in a corporation
are divided.

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(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.

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(c) To have a corporate seal which may be altered at its pleasure, and to use the
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.

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(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.

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(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.
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(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.

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(c) Shall not be the same as, or deceptively similar to, the name of any
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

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incorporation may limit voting rights for the shares of any class to the extent not
inconsistent with the provisions of this Act.

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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;
(c) Having preference over any other class or classes of shares as to the payment

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.

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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~------------

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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.

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(c) The purpose or purposes for which the corporation is organized which may be

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.

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

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(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:

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(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

(c) Issue a certificate of incorporation to which the Secretary shall affix the
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
im.ul:h-----------------A-£·erperati~amGfld-9HeState-its-anicles-owncoz:poration"-4at~w~n~y'-'t"'

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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
(c) Issue a certificate of amendment to which the Secretary shall affix the other
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.

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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.
be
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
l
3. Issue a certificate of dissolution to which the Secretary shal
other duplicate original.

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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

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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.
(c) The names and respective addresses of its directors.
(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.

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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

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to vote shall be taken on such
(c) At such meeting, a vote of shareholders entitled
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.

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

e,
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
be
may
as
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

ve

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

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(c) The corporation, at any time during the liquidation of its business and affairs
may make application to a court of competent jurisdiction io have the
liquidation continued under the court's superv ision.

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Sectio n XXV. Articl es of Dissolution

and
When all debs, liabilities and obligations of the corporation have been paid
the
of
r, and all
di scharg~d, or adequate provision has been made therefo
distributed to its
been
have
ation
corpor
the
of
remaining property and assets
ate by the
duplic
in
ed
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.

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_ _ __

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(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
(c) Issue a certificate of dissolution to which the Secretary shall affix the other

duplicate original.

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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
(c) The corporation has failed for thirty (30) days to appoint and maintain a

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.

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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

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(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.
(c) Upon application by a corporat ion which has filed a statemen t of intent to
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.

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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.

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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

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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

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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~----­

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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
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any time
duration, such corporation may amend its articles of incorporation at
n.
duratio
of
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,
be
shall
f
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
a
issue
to
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

Q

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.

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

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15

Q

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)

0

0

16

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

rs
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

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

to
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

be
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.

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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 .

0

ATTEST:

ry . u y Brugh
mess Council
Three Affiliated I ribes

Tribal Rusincs Council
Three Alliliated 1 ribcs

Pagel of2

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Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/tribal%3Athree_affiliated_fort_berthold%3A8400dd1b247f680f. Public record. Not legal advice.