WINNEBAGO TRIBAL CODE (2025)
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WINNEBAGO TRIBAL CODE
TITLE 11
TITLE 11
BUSINESS CORPORATION CODE
SUMMARY OF CONTENTS
SECTION
ARTICLE-PAGE
1. TABLE OF REVISIONS
ii
2. TABLE OF CONTENTS
iii
3. ARTICLE 1.00: CITATION; DEFINITIONS
1.00-1
4. ARTICLE 1.02: APPLICATION
1.02-1
5. ARTICLE 1.10: INCORPORATION; ARTICLES
1.10-1
6. ARTICLE 1.16: POWERS
1.16-1
7. ARTICLE 1.17: ORGANIZATION; BYLAWS
1.17-1
8. ARTICLE 2: BOARD
2-1
9. ARTICLE 3: OFFICERS
3-1
10. ARTICLE 4: SHARES; SHAREHOLDERS
4-1
11. ARTICLE 5: LOANS; OBLIGATIONS; DISTRIBUTIONS
5-1
12. ARTICLE 6: MERGER, EXCHANGE, TRANSFER
6-1
13. ARTICLE 7: DISSOLUTION
7-1
14. ARTICLE 8.01: EXTENSION
8.01-1
15. ARTICLE 8.21: CORPORATION REGISTRATION
8.21-1
16. ARTICLE 9: ACTIONS AGAINST CORPORATIONS
10-1
17. ARTICLE 10: CORPORATIONS WHOLLY OWNED BY THE
TRIBE
11-1
18. ARTICLE 11: EFFECTIVE DATE AND AUTHORITY
12-1
19. ARTICLE 12: CONVERSION
13-1
20. ARTICLE 13: DOMESTICATION
14-1
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WINNEBAGO TRIBAL CODE
TITLE 11
TITLE 11
TABLE OF REVISIONS
The following table is included in this title as a guide for determining whether each article properly
reflects the current version. This table will be updated with the revision of each article.
Through usage and supplementation, pages in bound titles can be inserted and removed when
sections are revised on an article-by-article basis. This table should be placed before the Table of Contents
in the title.
The “Article” column lists each article, and the “Section” column lists any corresponding sections
that have been revised, in sequence. The “Revised Date” column reflects the effective date of the revision
(e.g., “6/20/15”). If an article is not listed in the table, it has not been revised since the December 2015
Winnebago Tribal Code update and distribution.
Article
Section
ii
Revised Date
June 2025
WINNEBAGO TRIBAL CODE
TITLE 11
TITLE 11
BUSINESS CORPORATION CODE
ARTICLE 1.00
CITATION; DEFINITIONS
11-001
Citation.
11-011 Definitions.
ARTICLE 1.02
APPLICATION
11-021
11-041
Repeal of previous business corporation
code.
Reservation of right.
11-061 Corporations wholly owned by the Tribe.
11-081 Sovereign immunity of the Tribe not
waived.
ARTICLE 1.10
INCORPORATION; ARTICLES
11-101
11-105
11-111
11-115
11-117
11-121
11-123
11-131
Purposes.
Incorporators.
Articles.
Corporate name.
Reserved name.
Registered office; registered agent.
Change of registered office or registered
agent; change of name of registered
agent.
Amendment of Articles.
11-133 Procedure for amendment before
issuance of shares.
11-135 Procedure for amendment after issuance
of shares.
11-137 Class or series voting on amendments.
11-139 Articles of amendment.
11-141 Effect of amendment.
11-151 Filing articles.
11-153 Effective date of articles.
11-155 Presumption; Certificate of Incorporation.
ARTICLE 1.16
POWERS
11-161
11-163
Powers.
Corporate seal.
11-165 Effect of lack of power; ultra vires.
ARTICLE 1.17
ORGANIZATION; BYLAWS
11-171
Organization.
11-181 Bylaws.
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WINNEBAGO TRIBAL CODE
TITLE 11
ARTICLE 2
BOARD
11-201
11-203
11-205
11-207
11-209
11-211
11-213
11-215
11-221
11-223
Board.
Number.
Qualifications; election.
Terms.
Acts not void or voidable.
Compensation.
Classification of directors.
Cumulative voting for directors.
Resignation.
Removal of directors.
11-225
11-231
11-233
11-235
11-237
11-239
11-241
11-251
11-255
Vacancies.
Board meetings.
Absent directors.
Quorum.
Act of the board.
Action without meeting.
Committees.
Standard of conduct.
Director conflicts of interest.
ARTICLE 3
OFFICERS
11-301
11-305
11-311
11-315
11-321
Officers required.
Duties of required officers.
Other officers.
Multiple offices.
Officers deemed elected.
11-331
11-341
11-351
11-361
Contract rights.
Resignation; removal; vacancies.
Delegation.
Standard of conduct.
ARTICLE 4
SHARES; SHAREHOLDERS
11-401
11-402
11-403
11-405
11-413
11-417
11-419
11-423
11-425
11-429
11-431
11-433
Authorized shares.
Share dividends, divisions, and
combinations.
Subscriptions for shares.
Consideration for shares; value and
payment; liability.
Preemptive rights.
Share certificates; issuance and contents;
uncertificated shares.
Lost share certificates; replacement.
Fractional shares.
Liability of subscribers and shareholders
with respect to shares.
Restriction on transfer or registration of
securities.
Regular meetings of shareholders.
Special meetings of shareholders.
11-435
11-436
11-437
11-441
11-443
11-445
11-447
11-449
11-453
11-455
11-457
11-461
11-463
11-467
11-471
11-473
iv
Notice.
Electronic communications.
Act of the shareholders.
Action without a meeting.
Quorum.
Voting rights.
Voting of shares by organizations and
legal representatives.
Proxies.
Voting trusts.
Shareholder voting agreements.
Shareholder control agreements.
Books and records; inspection.
Financial statements.
Equitable remedies.
Rights of dissenting shareholders.
Procedures for asserting dissenter’s rights.
June 2025
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TITLE 11
ARTICLE 5
LOANS; OBLIGATIONS; DISTRIBUTIONS
11-501
11-505
11-521
11-551
11-553
Loans; guarantees; suretyship.
Advances.
Indemnification.
Distributions.
Powers to acquire shares.
11-557 Liability of shareholders for illegal
distributions.
11-559 Liability of directors for illegal
distributions.
ARTICLE 6
MERGER, EXCHANGE, TRANSFER
(As revised March 30, 2015)
11-600
11-601
11-611
11-613
11-615
11-621
Definitions
Merger, exchange, transfer.
Plan of merger or exchange.
Plan approval.
Articles of merger or
certificate.
Merger of subsidiary.
11-631 Abandonment.
11-641 Effective date of merger or exchange;
effect.
11-651 Merger or exchange with foreign
exchange;
corporation.
11-661 Transfer of assets; when permitted.
ARTICLE 7
DISSOLUTION
11-701
11-711
11-721
11-723
11-727
11-729
11-731
11-734
11-741
11-751
11-753
Methods of dissolution.
Voluntary dissolution by incorporators.
Voluntary dissolution by shareholders.
Filing notice of intent to dissolve; effect.
Dissolution procedure for corporations
that give notice to creditors and
claimants.
Dissolution procedure for corporations
that do not give notice.
Revocation of dissolution proceedings.
Effective date of dissolution; certificate.
Supervised voluntary dissolution.
Judicial intervention; equitable
remedies or dissolution.
Procedure in involuntary or supervised
voluntary dissolution.
11-755 Qualifications of receivers; powers.
11-757 Action by Tribal Council.
11-759 Filing claims in proceedings to dissolve.
11-761 Discontinuance of dissolution
proceedings.
11-763 Decree of dissolution.
11-765 Filing decree.
11-771 Deposit with Tribal Treasurer of amount
due certain shareholders.
11-781 Claims barred; exceptions.
11-783 Right to sue or defend after dissolution.
11-791 Omitted assets.
ARTICLE 8.01
EXTENSION
11-801
Extension after duration expired.
11-805 Effect of extension.
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TITLE 11
ARTICLE 8.21
CORPORATE REGISTRATION
11-821
Winnebago Tribal corporate registration.
ARTICLE 9
ACTIONS AGAINST CORPORATIONS
11-901
Service of process on corporation.
11-917 Court action; remedies and penalties.
ARTICLE 10
CORPORATIONS WHOLLY OWNED BY THE TRIBE
11-1001
11-1002
11-1003
11-1010
11-1021
Scope.
Application.
Special powers, privileges and
immunities of corporations wholly
owned by the Tribe.
Board.
Shares in corporations wholly
owned by the Tribe; shareholders;
voting.
11-1022
11-1023
11-1030
11-1091
Liability of Tribe as shareholder.
Shareholder meetings.
Assets, distribution of income.
Voluntary dissolution by incorporators.
ARTICLE 11
EFFECTIVE DATE AND AUTHORITY
11-1101
11-1111
Severability; effect of invalidity of part
of this Code.
Effective date.
11-1113
11-1117
vi
Authority.
No impairment of contracts.
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WINNEBAGO TRIBAL CODE
TITLE 11
ARTICLE 12
CONVERSION
(As adopted March 30, 2015)
11-1201 Definitions.
11-1202 Conversion.
11-1203 Conversion of Domestic Corporation
into Another Business Entity.
11-1204 Plan of Conversion for Domestic
Corporation into Another Business
Entity.
11-1205 Filing of Certificate of Conversion for
Domestic Corporation Converting into
Another Business Entity.
11-1206 Effect of Conversion of Domestic
Corporation into Another Business
Entity.
11-1207 Conversion of Business Entity into a
Domestic Corporation.
11-1208 Plan of Conversion for Business Entity
into a Domestic Corporation.
11-1209 Effect of Conversion of Business Entity
into Domestic Corporation.
11-1210 Articles of Entity Conversion.
11-1211 Surrender of Charter Upon Conversion.
11-1212 Articles Not Exclusive.
ARTICLE 13
DOMESTICATION
(As adopted March 30, 2015)
11-1301
11-1301
11-1303
11-1304
Domestication.
11-1305
Action on a Plan of Domestication. 11-1306
Articles of Domestication.
11-1307
Surrender of Charter Upon
Domestication.
vii
Effect of Domestication.
Abandonment of Domestication.
Article not exclusive.
June 2025
WINNEBAGO TRIBAL CODE
TITLE 11 ARTICLE 1.00
TITLE 11
ARTICLE 1.00
BUSINESS CORPORATION CODE
CITATION
11-001
Citation.
11-011 Definitions.
11-001 Citation. This Code shall be known as the Winnebago Tribe of Nebraska Business Corporation
Code. [TCR 94-124]
11-011 Definitions. For the purpose of this Code, unless the language or context clearly indicates that a
different meaning is intended, the words, terms and phrases defined in this Section have the meanings given
to them.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
“Acquiring corporations” means the Tribal or foreign corporation that acquired the shares of a
corporation in an exchange.
“Address” means mailing address, including a zip code. In the case of a registered office or
principal executive office, the term means the mailing address and the actual office location which
shall not be a post office box.
“Articles” means, in the case of a corporation incorporated under or governed by this Code,
incorporation, articles of amendment, a resolution of election to become governed by this Code, a
statement of change of registered office, registered agent, or name of registered agent, a statement
establishing or fixing the rights and preferences of a class or series of shares, a statement of
cancellation of authorized shares, articles of merger, articles of abandonment, and articles of
dissolution. In the case of a foreign corporation, the term includes all documents served using a
similar function required to be filed with the Tribal Secretary or other officer of the Tribe.
“Board” means the board of directors of a corporation.
“Class,” when used with reference to shares, means a category of shares that differs in designation
or one or more rights or preferences from another category of shares of the corporation.
“Closely-held corporation” means a corporation which does not have more than 35 shareholders.
“Constituent corporation” means a Tribal or foreign corporation that is a party to a merger or
exchange.
“Corporation” means a corporation, other than a foreign corporation, organized for profit and
incorporated under or governed by this Code.
“Court” means the Winnebago Tribal Court.
“Director” means a member of the board.
“Distribution” means a direct or indirect transfer of money or other property, other than its own
shares, with or without consideration or an incurrence or issuance of indebtedness, by a
corporation to any of its shareholders in respect of its shares. A distribution may be in the form of
a dividend or a distribution in liquidation, or as consideration for the purchase, redemption, or
other acquisition of its shares, or otherwise.
“Filed with the Tribal Secretary” means that an original of a document meeting the applicable
requirements of this Code, signed and accompanied by a filing fee of $25.00, has been delivered to
the Tribal Secretary of the Tribe on the reservation. The Tribal Secretary shall endorse on the
original the word “Filed” and the month, day, year, and time of filing, record the document in the
office of the Tribal Secretary, and return the document to the person who delivered it for filing.
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TITLE 11 ARTICLE 1.00
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
“Foreign corporations” means a corporation organized for profit that is incorporated under laws
other than the laws of the Tribe.
“Good faith” means honesty in fact in the conduct of the act or transaction concerned.
“Intentionally” means that the person referred to either has a purpose to do or fail to do the act or
cause the result specified or believes that the act or failure to act, if successful, will cause that
result. A person “intentionally” violates a law if the person intentionally does the act or causes the
result prohibited by the law, or if the person intentionally fails to do the act or cause the result
required by the law, even though the person may not know of the existence or constitutionality of
the law or the scope or meaning of the terms used in the law.
A person “knows” or has “knowledge” of a fact when the person has actual knowledge of it. A
person does not “know” or “have knowledge” of a fact merely because the person has reason to
know of the fact.
“Legal representative” means a person empowered to act for another person, including, but not
limited to, an agent, officer, partner, or associate of, an organization; a trustee of a trust; a
personal representative; an executor of a will; an administrator of an estate; a trustee in
bankruptcy; and a receiver, guardian, custodian, or conservator of the person or estate of a person.
“Notice” is given by a shareholder of a corporation to the corporation or an officer of the
corporation when in writing and mailed or delivered to the corporation or the officer at the
registered office or principal executive office of the corporation. In all other cases, “notice” is
given to a person when mailed to the person at an address designated by the person or at the last
known address of the person, or when communicated to the person orally, or when handed to the
person, or when left at the office of the person with a clerk or other person in charge of the office,
or if there is no one in charge, when left in a conspicuous place in the office, or if the office is
closed or the person to be notified has no office, when left at the dwelling house or usual place of
abode of the person with some person of suitable age and discretion then residing therein. Notice
by mail is given when deposited in the United States mail with sufficient postage affixed. Notice is
deemed received when it is given.
“Officer” means a person elected, appointed, or otherwise designated as an officer by the board,
and any other person deemed elected as an officer pursuant to Section 11-321.
“Organization” means a Tribal or foreign corporation, foreign limited liability company, limited
partnership, joint venture, association, business trust, estate, trust, enterprise, and any other legal
or commercial entity.
“Outstanding shares” means all shares duly issued and not reacquired by a corporation.
“Parent” of a specified corporation means a corporation that directly, or indirectly through related
corporations, owns more than 50 percent of the voting power of the shares entitled to vote for
directors of the specified corporation.
“Person” includes a natural person and an organization.
“Principal executive office” means an office where the elected or appointed chief executive officer
of a corporation has an office. If the corporation has no elected or appointed chief executive
officer, “principal executive office” means the registered office of the corporation.
“Registered office” means the place designated in the articles of a corporation as the registered
office of the corporation.
“Related corporation” of a specified corporation means a parent or subsidiary of the specified
corporation or another subsidiary of a parent of the specified corporation.
“Reservation” means the reservation of the Tribe as is now or hereafter may be recognized by the
Secretary of the Interior of the United States of America.
“Security” means any note; stock; treasury stock; bond; debenture; evidence of indebtedness;
certificate of interest or participation in any profit sharing agreement; collateral trust certificate;
pre-organization certificate or subscription; transferable shares; investment contract; investment
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TITLE 11 ARTICLE 1.00
29.
30.
31.
32.
33.
34.
35.
36.
37.
38.
39.
40.
41.
42.
43.
metal contract or investment gem contract; voting trust certificate; certificate of deposit for a
security; certificate of interest or participation in an oil, gas or mining right, title or lease or in
payments out of production under the right, title or lease; or in general, any interest or instrument
commonly known as security, or any certificate of interest or participation in, temporary or interim
certificate for, receipt for guarantee of, or warrant or right to subscribe to or purchase, any of the
foregoing. “Security” does not include any insurance or endowment policy or annuity contract
under which an insurance company promises to pay money either in a lump sum or periodically for
life or for some other specified period.
“Series” means a category of shares, within a class of shares authorized or issued by a corporation
by or pursuant to its articles, that have some of the same rights and preferences as other shares
within the same class, but that differ in designation or one or more rights and preferences from
another category of shares within that class.
“Share” means one of the units, however designated, into which the shareholder’s proprietary
interests in a corporation are divided.
“Shareholder” means a person registered on the books or records of a corporation or its transfer
agent or registrar as the owner of whole or fractional shares of the corporation.
“Signed” means that the signature of a person has been written on a document and, with respect to
a document required by this Code to be filed with the Tribal Secretary, means that the document
has been signed by a person authorized to do so by this Code, the articles or bylaws, or a resolution
approved by the affirmative vote of the required proportion or number of the directors or the
holders of the required proportion or number of the voting power of the shares present and entitled
to vote. A signature on a document not required by this Code to be filed with the Tribal Secretary
may be a facsimile affixed, engraved, printed, placed, stamped with indelible ink, or in any other
manner reproduced on the document.
“Subsidiary” of a specified corporation means a corporation having more than 50 percent of the
voting power of its shares entitled to vote for directors owned directly or indirectly through related
corporations, by the specified corporation.
“Surviving corporation” means the Tribal or foreign corporation resulting from a merger.
“Transaction statement” means the “initial transaction statement” of uncertificated securities sent
to: (a) the new registered owner, and, if applicable, to the registered pledgee; (b) the registered
owner, consistent with procedures of Article 8 of the Uniform Commercial Code (Chapter 91) of
the Revised Statutes of Nebraska.
“Tribal corporation” means a corporation that is incorporated under this Code.
“Tribal Council” means the Tribal Council of the Winnebago Tribe of Nebraska.
“Tribal Secretary” means the Tribal Secretary for the Winnebago Tribal Council.
“Tribal Treasurer” means the Tribal Treasurer for the Winnebago Tribal Council.
“Tribe” means the Winnebago Tribe of Nebraska.
“Trust land” means land held in trust by the United States government for the benefit of the Tribe.
“Vote” includes authorization by written action.
“Written action” means a written document signed by all of the persons required to take the action
described. The term also means the counterparts of a written document signed by any of the
persons taking the action described. Each counterpart constitutes the action of the persons signing
it, and all the counterparts, taken together, constitute one written action by all of the persons
signing them. [TCR 94-124, 95-10]
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TITLE 11 ARTICLE 1.02
TITLE 11
ARTICLE 1.02
APPLICATION
11-021
11-041
Repeal of previous business corporation
code.
Reservation of right.
11-061 Corporations wholly owned by the Tribe.
11-081 Sovereign immunity of the Tribe not
waived.
11-021 Repeal of previous business corporation code. The Winnebago Tribe of Nebraska Business
Corporation Act of 1986 (the “Prior Corporation Code”) is hereby repealed effective September 15, 1994.
No corporations were organized under the Prior Corporation Code. Effective with the effective date of this
Code, a corporation incorporated for a purpose or purposes for which a corporation may be incorporated
under this Code shall be incorporated only under this Code. [TCR 94-124]
11-041 Reservation of right. The Tribe reserves the right to amend or repeal the provisions of this
Code. A corporation incorporated under or governed by this Code is subject to this reserved right. [TCR
94-124]
11-061 Corporations wholly owned by the Tribe. The provisions of Sections 11-1001 through
11-1091 shall apply to all corporations incorporated under this Code and wholly owned, directly or
indirectly, by the Tribe and shall override any other provisions in this Code to the contrary. In the case of
Tribal corporations wholly owned, directly or indirectly, by the Tribe, all provisions of this Code are
subject to the provisions of Sections 11-1001 through 11-1091. [TCR 94-124]
11-081 Sovereign immunity of the Tribe not waived. By the adoption of this Code, 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 Code, 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. [TCR
94-124]
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WINNEBAGO TRIBAL CODE
TITLE 11 ARTICLE 1.10
TITLE 11
ARTICLE 1.10
INCORPORATION; ARTICLES
11-101
11-105
11-111
11-115
11-117
11-121
11-123
11-131
Purposes.
Incorporators.
Articles.
Corporate name.
Reserved name.
Registered office; registered agent.
Change of registered office or registered
agent; change of name of registered
agent.
Amendment of Articles.
11-133 Procedure for amendment before
issuance of shares.
11-135 Procedure for amendment after issuance
of shares.
11-137 Class or series voting on amendments.
11-139 Articles of amendment.
11-141 Effect of amendment.
11-151 Filing articles.
11-153 Effective date of articles.
11-155 Presumption; Certificate of Incorporation.
11-101 Purposes. A corporation may be incorporated under this Code for any business purpose or
purposes, unless some other Code of the Tribe requires incorporation for any of those purposes under a
different law. Unless otherwise provided in its articles, a corporation has general business purposes. [TCR
94-124]
11-105 Incorporators. One or more enrolled members of the Tribe of full age may act as incorporators
of a corporation by filing with the Tribal Secretary articles of incorporation for the corporation. [TCR
94-124]
11-111
Articles.
Subdivision 1. Required provisions. The articles of incorporation shall contain:
1.
2.
3.
4.
The name of the corporation;
The address of the registered office of the corporation and the name of its registered agent, if any,
at that address;
The aggregate number of shares that the corporation has authority to issue; and
The name and address of each incorporator.
Subdivision 2. Provisions that may be modified only in articles. The following provisions govern a
corporation unless modified in the articles:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
A corporation has general business purposes;
A corporation has perpetual existence and certain powers;
The power to adopt, amend, or repeal the bylaws is vested in the board;
A corporation must allow cumulative voting for directors;
The affirmative vote of a majority of directors present is required for an action of the board;
A written action by the board taken without a meeting must be signed by all directors;
The board may authorize the issuance of securities and rights to purchase securities;
All shares are common shares entitled to vote and are of one class and one series;
All shares have equal rights and preferences in all matters not otherwise provided for by the board;
The par value of shares is fixed at one cent per share for certain purposes and may be fixed by the
board for certain other purposes;
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TITLE 11 ARTICLE 1.10
11.
12.
13.
14.
15.
16.
17.
18.
19.
The board or the shareholders may issue shares for any consideration or for no consideration to
effectuate share dividends or splits, divisions, or combinations, and determine the value of nonmonetary consideration;
Shares of a class or series must not be issued to holders of shares of another class or series to
effectuate share dividends or splits, divisions, or combinations, unless authorized by a majority of
the voting power of the shares of the same class or series as the shares to be issued;
A corporation may issue rights to purchase securities whose terms, provisions, and conditions are
fixed by the board;
A shareholder has no preemptive rights, unless otherwise provided by the board;
The affirmative vote of the holders of a majority of the voting power of the shares present and
entitled to vote at a duly held meeting is required for an action of the shareholders, except where
this Code requires the affirmative vote of a majority of the voting power of all shares entitled to
vote;
Shares of a corporation acquired by the corporation may be reissued;
Each share has one vote unless otherwise provided in the terms of the share;
A corporation may issue shares for a consideration less than the par value, if any, of the shares;
and
The board may effect share dividends, divisions, and combinations under certain circumstances
without shareholder approval (Section 11-402).
Subdivision 3. Provisions that may be modified either in articles or in bylaws. The following provisions
govern a corporation unless modified either in the articles or in the bylaws:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
Directors serve for an indefinite term that expires at the next regular meeting of shareholders
(Section 11-207);
The compensation of directors is fixed by the board (Section 11-211);
A certain method must be used for removal of directors (Section 11-223);
A certain method must be used for filling board vacancies (Section 11-225);
If the board fails to select a place for a board meeting, it must be held at the principal executive
office (Section 11-231, subdivision 1);
The notice of a board meeting need not state the purpose of the meeting (Section 11-231,
subdivision 3);
A majority of the board is a quorum for a board meeting (Section 11-235);
A committee shall consist of one or more persons, who need not be directors, appointed by
affirmative vote of a majority of the directors present (Section 11-241, subdivision 2);
The board may establish a special litigation committee (Section 11-241);
The chief executive officer and chief financial officer have specified duties, until the board
determines otherwise (Section 11-305);
Officers may delegate some or all of their duties and powers, if not prohibited by the board from
doing so (Section 11-351);
The board may establish uncertificated shares (Section 11-417, subdivision 7);
Regular meetings of shareholders need not be held, unless demanded by shareholders holding at
least ten percent of the voting power under certain conditions (Section 11-431);
In all instances where a specific minimum notice period has not otherwise been fixed by law, not
less than ten days notice is required for a meeting of shareholders (Section 11-435, subdivision 2);
The number of shares required for a quorum at a shareholders meeting is a majority of the voting
power of the shares entitled to vote at the meeting (Section 11-443);
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TITLE 11 ARTICLE 1.10
16.
17.
18.
The board may fix a date up to 60 days before the date of a shareholders meeting as the date for
the determination of the holders of shares entitled to notice of and entitled to vote at the meeting
(Section 11-445, subdivision 1);
Indemnification of certain persons is required (Section 11-521); and
The board may authorize, and the corporation may make, distributions not prohibited, limited, or
restricted by an agreement (Section 11-551, subdivision 1).
Subdivision 4. Optional provisions specific subjects. The following provisions relating to the management
of the business or the regulation of the affairs of a corporation may be included either in the articles or,
except for naming members of the first board, fixing a greater than majority director or shareholder vote, or
giving or prescribing the manner of giving voting rights to persons other than shareholders otherwise than
pursuant to the articles, or eliminating or limiting a directories personal liability, in the bylaws:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
The members of the first board may be named in the articles (Section 11-201, subdivision 1);
A manner for increasing or decreasing the number of directors may be provided (Section 11-203);
Additional qualifications for directors may be imposed (Section 11-205);
Directors may be classified (Section 11-213);
The day or date, time, and place of board meetings may be fixed (Section 11-231, subdivision 1);
Absent directors may be permitted to give written consent or opposition to a proposal (Section 11233);
A larger than majority vote may be required for board action (Section 11-237);
Authority to sign and deliver certain documents may be delegated to an officer or agent of the
corporation other than the chief executive officer (Section 11-305, subdivision 2);
Additional officers may be designated (Section 11-311);
Additional powers, rights, duties, and responsibilities may be given to officers (Section 11-315);
A method for filling vacant offices may be specified (Section 11-341, subdivision 3);
A certain officer or agent may be authorized to sign share certificates (Section 11-417, subdivision
2);
The transfer or registration of transfer of securities may be restricted (Section 11-429);
The day or date, time, and place of regular shareholder meetings may be fixed (Section 11-431,
subdivision 3);
Certain persons may be authorized to call special meetings of shareholders (Section 11-433,
subdivision 1);
Notices of shareholder meetings may be required to contain certain information (Section 11-435,
subdivision 3);
A larger than majority vote may be required for shareholder action (Section 11-437);
Voting rights may be granted in or pursuant to the articles to persons who are not shareholders
(Section 11-445, subdivision 4);
Corporate actions giving rise to dissenter rights may be designated (Section 11-471, subdivision 1,
clause (e));
The rights and priorities of persons to receive distributions may be established (Section 11-551);
and
A director’s personal liability to the corporation or its shareholders for monetary damages for
breach of fiduciary duty as a director may be eliminated or limited in the articles (Section 11-251,
subdivision 4).
Subdivision 5. Optional provisions: generally. The articles may contain other provisions not inconsistent
with law relating to the management of the business or the regulation of the affairs of the corporation.
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TITLE 11 ARTICLE 1.10
Subdivision 6. Powers need not be stated. It is not necessary to set forth in the articles any of the
corporate powers granted by this Code. [TCR 94-124, 95-10]
11-115
Corporate name.
Subdivision 1. Requirements; prohibitions. The corporate name:
1.
2.
3.
4.
Shall be in the Winnebago or English language or in any other language expressed in English
letters or characters;
Shall contain the word “corporation,” “incorporated,” or “limited,” or shall contain an abbreviation
of one or more of these words, or the word “company” or the abbreviation “Co.” if that word or
abbreviation is not immediately preceded by the word “and” or the character “&”;
Shall not contain a word or phrase that indicates or implies that it is incorporated for a purpose
other than a legal business purpose;
Shall be distinguishable upon the records in the office of the Tribal Secretary from the name of a
Tribal corporation or other legal entity, whether tribal or foreign, authorized or registered to do
business on the Reservation or, whether or not authorized or registered to do business on the
Reservation is well known on the Reservation, whether profit or nonprofit, or a name the right to
which is, at the time of incorporation, reserved or provided for in Section 11-117, unless there is
filed with the articles one of the following:
a.
The written consent of the Tribal corporation or other legal entity authorized or registered
to do business on the Reservation or the holder of a reserved name or a name filed by or
registered with the Tribal Secretary having a name that is not distinguishable;
b.
A certified copy of a final decree of the Court establishing the prior right of the applicant
to the use of the name on the Reservation, or establishing that the corporation or other
legal entity with the name that is not distinguishable has been incorporated or on file with
the Tribal Secretary for at least three years prior thereto, and has been totally inactive,
provided notice of a hearing on the matter has been given to such corporation or entity, if
possible.
Subdivision 2. Names continued. Subdivision 1, clause (d) does not affect the right of a Tribal
corporation existing on the effective date of this Code, or a foreign corporation authorized to do business
on the Reservation on that date to continue the use of its name.
Subdivision 3. Determination. The Tribal Secretary shall determine whether a name is distinguishable
from another name for purposes of this Section and Section 11-117.
Subdivision 4. Other laws affecting use of names. This Section and Section 11-117 do not abrogate or
limit any law of unfair competition or unfair practices, nor any Trademark Code, nor the laws of the United
States with respect to the right to acquire and protect copyrights, trade names, trademarks, service names,
service marks, or any other rights to the exclusive use of names or symbols, nor derogate the common law
or the principles of equity.
Subdivision 5. Use of name by successor corporation. A corporation that is merged with another tribal or
foreign corporation, or that is incorporated by the reorganization of one or more tribal or foreign
corporations, or that acquires by sale, lease, or other disposition to or exchange with a tribal corporation all
or substantially all of the assets of another tribal or foreign corporation including its name, may have the
same name as that used on the Reservation by any of the other corporations, if the other corporation was
incorporated under the laws of the Tribe, or is authorized to transact business on the Reservation.
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Subdivision 6. Injunction. The use of a name by a corporation in violation of this Section does not affect
or vitiate its corporate existence, but the Court may, upon application of the Tribe or of a person interested
or affected, enjoin the corporation from doing business under a name assumed in violation of this Section,
although its articles may have been filed with the Tribal Secretary and a certificate of incorporation issued.
[TCR 94-124, 95-101]
11-117
Reserved name.
Subdivision 1. Who may reserve. The exclusive right to the use of a corporate name otherwise permitted
by Section 11-115 may be reserved by:
1.
2.
3.
4.
5.
6.
7.
A person doing business on the Reservation under that name;
A person intending to incorporate under this Code;
A Tribal corporation intending to change its name;
A foreign corporation intending to make application for a certificate of authority to transact
business on the Reservation;
A foreign corporation authorized to transact business on the Reservation and intending to change
its name;
A person intending to incorporate a foreign corporation and intending to have the foreign
corporation make application for a certificate of authority to transact business on the Reservation;
or
A foreign corporation doing business under that name or a name deceptively similar to that name in
one or more states of the United States and not described in clause (4), (5), or (6).
Subdivision 2. Method of reservation. The reservation shall be made by filing with the Tribal Secretary a
request that the name be reserved. If the name is available for use by the applicant, the Tribal Secretary
shall reserve the name for the exclusive use of the applicant for a period of 12 months. The reservation
may be renewed for successive 12-month periods.
Subdivision 3. Transfer of reservation. The right to the exclusive use of a corporate name reserved
pursuant to this Section may be transferred to another person by or on behalf of the applicant for whom the
name was reserved by filing with the Tribal Secretary a notice of the transfer and specifying the name and
address of the transferee. [TCR 94-124]
11-121
Registered office; registered agent.
Subdivision 1. Registered office. A corporation shall continuously maintain a registered office. A
registered office need not be the same as the principal place of business or the principal executive office of
the corporation.
Subdivision 2. Registered agent. A corporation may designate in its articles a registered agent. The
registered agent may be a natural person residing on the Reservation, or a Tribal corporation. The
registered agent must maintain an office that is identical with the registered office. [TCR 94-124]
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TITLE 11 ARTICLE 1.10
11-123
Change of registered office or registered agent; change of name of registered agent.
Subdivision 1. Statement. A corporation may change its registered office, designate or change its
registered agent, or state a change in the name of its registered agent, by filing with the Tribal Secretary a
statement containing:
1.
2.
3.
4.
5.
6.
The name of the corporation;
If the address of its registered office is to be changed, the new address of its registered office;
If its registered agent is to be designated or changed, the name of its new registered agent;
If the name of its registered agent is to be changed, the name of its registered agent as changed;
A statement that the address of its registered office and the address of the office of its registered
agent, as changed, will be identical; and
A statement that the change of registered office or registered agent was authorized by resolution
approved by the affirmative vote of a majority of the directors present.
Subdivision 2. Resignation of agent. A registered agent of a corporation may resign by filing with the
Tribal Secretary a signed written notice of resignation, including a statement that a signed copy of the
notice has been given to the corporation at its principal executive office or to a legal representative of the
corporation. The appointment of the agent terminates 30 days after the notice is filed with the Tribal
Secretary.
Subdivision 3. Change of business address or name of agent. If the office address or name of a registered
agent changes, the agent shall change the address of the registered office or the name of the registered
agent, as the case may be, of each corporation represented by that agent by filing with the Tribal Secretary
a statement as required in subdivision 1, except that it need be signed only by the registered agent, need not
be responsive to clause (5) or (6), and must state that a copy of the statement has been mailed to each of
those corporations or to the legal representative of each of those corporations. [TCR 94-124]
11-131 Amendment of Articles. The articles of a corporation may be amended at any time to include or
modify any provision that is required or permitted to appear in the articles or to omit any provision not
required to be included in the articles, except that when articles are amended to restate them, the name and
address of each incorporator may be omitted. Unless otherwise provided in this Code, the articles may be
amended or modified only in accordance with Sections 11-133 to 11-139. An amendment which merely
restates the then-existing articles of incorporation, as amended, is not an amendment for the purposes of
Section 11-215, subdivision 2, or 11-413, subdivision 9. [TCR 94-124]
11-133 Procedure for amendment before issuance of shares. Before the issuance of shares by a
corporation, the articles may be amended pursuant to Section 11-171 by the incorporators or by the board.
The articles may be amended by the board to change a statement pursuant to Section 11-401, subdivisions,
establishing or fixing the rights and preferences of a class or series of shares before the issuance of any
shares of that class or series. [TCR 94-124]
11-135 Procedure for amendment after issuance of shares.
Subdivision 1. Manner of amendment. After the issuance of shares by the corporation, the articles may be
amended in the manner set forth in this Section.
Subdivision 2. Submission to shareholders. A resolution approved by the affirmative vote of a majority of
the directors present, or proposed by a shareholder or shareholders holding three percent or more of the
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WINNEBAGO TRIBAL CODE
TITLE 11 ARTICLE 1.10
voting power of the shares entitled to vote, that sets forth the proposed amendment shall be submitted to a
vote at the next regular or special meeting of the shareholders of which notice has not yet been given but
still can be timely given. Any number of amendments may be submitted to the shareholders and voted upon
at one meeting, but the same or substantially the same amendment proposed by a shareholder or
shareholders need not be submitted to the shareholders or be voted upon at more than one meeting during a
15-month period. The resolution may amend the articles in their entirety to restate and supersede the
original articles and all amendments to them. The provisions of this subdivision regarding shareholderproposed amendments do not apply to a corporation registered or reporting under the federal securities
laws, to the extent that those provisions are in conflict with the federal securities laws or rules promulgated
thereunder, in which case the federal securities laws or rules promulgated thereunder shall govern.
Subdivision 3. Notice. Written notice of the shareholders meeting setting forth the substance of the
proposed amendment shall be given to each shareholder in the manner provided in Section 11-435 for the
giving of notice of meetings of shareholders.
Subdivision 4. Approval by shareholders.
1.
2.
3.
The proposed amendment is adopted when approved by the affirmative vote of the holders of a
majority of the voting power of the shares present and entitled to vote, except as provided in
paragraphs (2) and (3) and subdivision 5.
For a closely-held corporation, if the articles provide for a specified proportion or number equal to
or larger than the majority necessary to transact a specified type of business at a meeting, or if it is
proposed to amend the articles to provide for a specified proportion or number equal to or larger
than the majority necessary to transact a specified type of business at a meeting, the affirmative
vote necessary to add the provision to, or to amend an existing provision in, the articles is the
larger of:
a.
The specified proportion or number or, in the absence of a specific provision, the
affirmative vote necessary to transact the type of business described in the proposed
amendment at a meeting immediately before the effectiveness of the proposed amendment;
or
b.
The specified proportion or number that would, upon effectiveness of the proposed
amendment, be necessary to transact the specified type of business at a meeting.
For corporations other than closely-held corporations, if the articles provide for a larger proportion
or number to transact a specified type of business at a meeting, the affirmative vote of that larger
proportion or number is necessary to amend the articles to decrease the proportion or number
necessary to transact the business.
Subdivision 5. Certain restatements. An amendment that merely restates the existing articles, as amended,
may be authorized by a resolution approved by the board and may, but need not, be submitted to and
approved by the shareholders as provided in subdivisions 2, 3, and 4. [TCR 94-124]
11-137 Class or series voting on amendments. The holders of the outstanding shares of a class or
series are entitled to vote as a class or series upon a proposed amendment, whether or not entitled to vote
thereon by the provisions of the articles, if the amendment would:
1.
2.
Increase or decrease the aggregate number of authorized shares of the class or series;
Effect an exchange, reclassification, or cancellation of all or part of the shares of the class or
series;
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TITLE 11 ARTICLE 1.10
3.
4.
5.
6.
7.
8.
9.
Effect an exchange, or create a right of exchange, of all or any part of the share of another class or
series for the shares of the class or series;
Change the rights or preferences of the shares of the class or series;
Change the shares of the class or series, whether with or without par value, in the same or a
different number of shares, either with or without par value, of the same or another class or series;
Create a new class or series of shares having rights and preferences prior and superior to the shares
of that class or series, or increase the rights and preferences or the number of authorized shares, of
a class or series having rights and preferences prior or superior to the shares of that class or series;
Divide the shares of the class into series and determine the designation of each series and the
variations in the relative rights and preferences between the shares of each series, or authorize the
board to do so;
Limit or deny any existing preemptive rights of the shares of the class or series; or
Cancel or otherwise affect distributions on the shares of the class or series that have accrued but
have not been declared. [TCR 94-124]
11-139 Articles of amendment. When an amendment has been adopted, articles of amendment shall be
prepared that contain:
1.
2.
3.
4.
5.
11-141
The name of the corporation;
The amendment adopted;
With respect to an amendment restating the articles, a statement that the amendment restating the
articles correctly sets forth without change the corresponding provisions of the articles as
previously amended if the amendment was approved only by the board;
If the amendment provides for but does not establish the manner for effecting an exchange,
reclassification, division, combination, or cancellation of issued shares, a statement of the manner
in which it will be effected; and
A statement that the amendment has been adopted pursuant to this Code. [TCR 94-124]
Effect of amendment.
Subdivision 1. Effect on cause of action. An amendment does not affect an existing cause of action in
favor of or against the corporation, nor a pending suit to which the corporation is a party, nor the existing
rights of persons other than shareholders.
Subdivision 2. Effect of change of name. If the corporate name is changed by the amendment, a suit
brought by or against the corporation under its former name does not abate for that reason.
Subdivision 3. Effect of amendments restating, articles. When effective under Section 11-153, an
amendment restating the articles in their entirety supersedes the original articles and all amendments to the
original articles. [TCR 94-124]
11-151 Filing articles. Articles of incorporation and articles of amendment shall be filed with the Tribal
Secretary. [TCR 94-124]
11-153 Effective date of articles. Articles of incorporation are effective and corporate existence begins
when the articles of incorporation are filed with the Tribal Secretary accompanied by a payment of
$125.00, which includes a $100.00 incorporation fee in addition to the $25.00 filing fee. Articles of
amendment and articles of merger are effective when filed with the Tribal Secretary or at another time
within 30 days after filing if the articles of amendment so provide. Articles of merger must be
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WINNEBAGO TRIBAL CODE
TITLE 11 ARTICLE 1.10
accompanied by a fee of $125.00, which includes a $100.00 merger fee in addition to the $25.00 filing fee.
[TCR 94-124]
11-155 Presumption; Certificate of Incorporation. When the articles of incorporation have been filed
with the Tribal Secretary and the required fee has been paid to the Tribal Secretary, it is presumed that all
conditions precedent required to be performed by the incorporators have been complied with and that the
corporation has been incorporated, and the Tribal Secretary shall issue a certificate of incorporation to the
corporation, but this presumption does not apply against the Tribe in a proceeding to cancel or revoke the
certificate of incorporation or to compel the involuntary dissolution of the corporation. [TCR 94-124]
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TITLE 11 ARTICLE 1.16
TITLE 11
ARTICLE 1.16
POWERS
11-161
11-163
Powers.
Corporate seal.
11-161
Powers.
11-165 Effect of lack of power; ultra vires.
Subdivision 1. Generally, limitations. A corporation has the powers set forth in this Section, subject to
any limitations provided in any other law of the Tribe or in its articles.
Subdivision 2. Duration. A corporation has perpetual duration.
Subdivision 3. Legal capacity. A corporation may sue and be sued, complain and defend and participate
as a party or otherwise in any legal, administrative, or arbitration proceeding, in its corporate name.
Subdivision 4. Property ownership. A corporation may purchase, lease, or otherwise acquire, own, hold,
improve, use, and otherwise deal in and with, real or personal property, or any interest therein, wherever
situated.
Subdivision 5. Property disposition. A corporation may sell, convey, mortgage, create a security interest
in, lease, exchange, transfer, or otherwise dispose of all or any part of its real or personal property, or any
interest therein, wherever situated.
Subdivision 6. Trading in securities; obligations. A corporation may purchase, subscribe for, or otherwise
acquire, own, hold, vote, use, employ, sell, exchange, mortgage, lend, create a security interest in, or
otherwise dispose of and otherwise use and deal in and with, securities or other interests in, or obligations
of, a person or direct or indirect obligations of any Tribal or foreign government or instrumentality thereof.
Subdivision 7. Contracts; mortgages. A corporation may make contracts and incur liabilities, borrow
money, issue it securities, and secure any of its obligations by mortgage of or creation of a security interest
in all or any of its property, franchises and income.
Subdivision 8. Investment. A corporation may invest and reinvest its funds.
Subdivision 9. Holding property as security. A corporation may take and hold real and personal property,
whether or not a kind sold or otherwise dealt in by the corporation, as security for the payment of money
loaned, advanced, or invested.
Subdivision 10. Location. A corporation may conduct its business, carry on its operations, have offices,
and exercise the powers granted by this Code anywhere in the universe.
Subdivision 11. Donations. A corporation may make donations, irrespective of corporate benefit, for the
public welfare; for social, community, charitable, religious, educational, scientific, civic, literary, and for
similar or related purposes.
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TITLE 11 ARTICLE 1.16
Subdivision 12. Pensions; benefits. A corporation may pay pensions, retirement allowances, and
compensation for past services to and for the benefit of, and establish, maintain, continue, and carry out,
wholly or partially at the expense of the corporation, employee or incentive benefit plans, trusts, and
provisions to or for the benefit of, and/or all of its and its related corporation officers, directors, employees,
and agents and the families, dependents, and beneficiaries of any of them. It may indemnify and purchase
and maintain insurance for and on behalf of a fiduciary of any of these employee benefit and incentive
plans, trusts, and provisions.
Subdivision 13. Participating in management. A corporation may participate in any capacity in the
promotion, organization, ownership, management, and operation of an organization or in any transaction,
undertaking, or arrangement that the participating corporation would have power to conduct by itself,
whether or not the participation involves sharing or delegation of control with or to others.
Subdivision 14. Insurance. A corporation may provide for its benefit life insurance and other insurance
with respect to the services of any or all of its officers, directors, employees, and agents, or on the life of a
shareholder for the purpose of acquiring at the death of the shareholder any or all shares in the corporation
owned by the shareholder.
Subdivision 15. Corporate seal. A corporation may have, alter at pleasure, and use a corporate seal as
provided in Section 11-163.
Subdivision 16. Bylaws. A corporation may adopt, amend, and repeal bylaws relating to the management
of the business or the regulation of the affairs of the corporation as provided in Section 11-181.
Subdivision 17. Committees. A corporation may establish committees of the board of directors, elect or
appoint persons to the committees, and define their duties as provided in Section 11-241 and fix their
compensation.
Subdivision 18. Officers; employees; agents. A corporation may elect or appoint officers, employees, and
agents of the corporation, and define their duties as provided in Sections 11-301 to 11-361 and fix their
compensation.
Subdivision 19. Securities. A corporation may issue securities and rights to purchase securities as
provided in Sections 11-401 to 11-425.
Subdivision 20. Loans; Guaranties; sureties. A corporation may lend money to, guarantee an obligation
of, become a surety for, or otherwise financially assist persons as provided in Section 11-501.
Subdivision 21. Advances. A corporation may make advances to its directors, officers and employees and
those of its subsidiaries as provided in Section 11-505.
Subdivision 22. Indemnification. A corporation shall indemnify those persons identified in Section 11-521
against certain expenses and liabilities only as provided in Section 11-521 and may indemnify other
persons.
Subdivision 23. Assumed names. A corporation may conduct all or part of its business under one or more
assumed names, provided each assumed name is registered with the Tribal Secretary.
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TITLE 11 ARTICLE 1.16
Subdivision 24. Other powers. A corporation may have and exercise all other powers necessary or
convenient to effect any or all of the business purposes for which the corporation is incorporated.
Subdivision 25. Trust Land. Any corporation which holds an interest in trust land may not encumber that
interest without the prior approval of the Tribal Council and the Area Director, Aberdeen Area Office
Bureau of Indian Affairs.
Subdivision 26. Sovereign Immunity of the Tribe. Consent to suit by a corporation shall in no way extend
to the Tribe, nor shall a consent to suit by a corporation in any way be deemed a waiver of any of the
rights, privileges and immunities of the Tribe. [TCR 94-124]
11-163
Corporate seal.
Subdivision 1. Seal not required. A corporation may, but need not, have a corporate seal, and the use or
non-use of a corporate seal does not affect the validity, recordability, or enforceability of a document or
act. If a corporation has a corporate seal, the use of the seal by the corporation on a document is not
necessary.
Subdivision 2. Required words; use. If a corporation has a corporate seal, the seal may consist of a
mechanical imprinting device, or a rubber stamp with a facsimile of the seal affixed thereon, or a facsimile
or reproduction of either. The seal need include only the word “Seal” but it may also include a part or all
of the name of the corporation and a combination, derivation, or abbreviation of either or both of the
phrases “Tribal Corporation,” “Winnebago Tribe of Nebraska,” and “Corporate Seal.” If a corporate seal
is used, it or a facsimile of it may be affixed, engraved, printed, placed, stamped with indelible ink, or in
any other manner reproduced on any document. [TCR 94-124]
11-165 Effect of lack of power; ultra vires. The doing, continuing, or performing by a corporation of an
act, or an executed or wholly or partially executory contract, conveyance or transfer to or by the
corporation, if otherwise lawful is not invalid because the corporation was without the power to do,
continue, or perform the act, contract, conveyance, or transfer, unless the lack of power is established in the
Court:
1.
2.
3.
In a proceeding by a shareholder against the corporation to enjoin the doing, continuing, or
performing of the act, contract, conveyance, or transfer. If the unauthorized act, continuation, or
performance sought to be enjoined is being, or to be, performed or made pursuant to a contract to
which the corporation is a party, the Court may, if just and reasonable in the circumstances, set
aside and enjoin the performance of the contract and in so doing may allow to the corporation or to
the other parties to the contract compensation for the loss or damage sustained as a result of the
action of the Court in setting aside and enjoining the performance of the contract;
In a proceeding by or in the name of the corporation, whether acting directly or through a legal
representative, or through shareholders in a representative or derivative suit, against the incumbent
or former officers or directors of the corporation for exceeding or otherwise violating their
authority, or against a person having actual knowledge of the lack of power; or
In a proceeding by the Tribal Council, as provided in Section 11-757, to dissolve the corporation,
or in a proceeding by the Tribal Council to enjoin the corporation from the transaction of
unauthorized business. [TCR 94-124]
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TITLE 11 ARTICLE 1.17
TITLE 11
ARTICLE 1.17
ORGANIZATION; BYLAWS
11-171
Organization.
11-171
Organization.
11-181 Bylaws.
Subdivision 1. Role of incorporators. If the first board is not named in the articles, the incorporators may
elect the first board or may act as directors with all of the powers, rights, duties, and liabilities of directors,
until directors are elected or until shares are issued, whichever occurs first.
Subdivision 2. Meeting. After the issuance of the certificate of incorporation, the incorporators or the
directors named in the articles shall either hold an organizational meeting at the call of a majority of the
incorporators or of the directors named in the articles, or take written action, for the purposes of
transacting business and taking actions necessary or appropriate to complete the organization of the
corporation, including, without limitations amending the articles, electing directors, adopting bylaws,
electing officers, adopting banking resolutions, authorizing or ratifying the purchase, lease, or other
acquisition of suitable space, furniture, furnishings, supplies, and materials, approving a corporate seal,
approving forms of certificates or transaction statements for shares of the corporation, adopting a fiscal
year for the corporation, accepting subscriptions for and issuing shares of the corporation, and making any
appropriate tax elections. If a meeting is held, the person or persons calling the meeting shall give at least
three days notice of the meeting to each incorporator or director named, stating the date, time, and place of
the meeting. [TCR 94-124]
11-181
Bylaws.
Subdivision 1. Generally. A corporation may, but need not, have bylaws. Bylaws may contain any
provision relating to the management of the business or the regulation of the affairs of the corporation not
inconsistent with law or the articles.
Subdivision 2. Power of board. Initial bylaws may be adopted pursuant to Section 11-171 by the
incorporators or by the first board. Unless reserved by the articles to the shareholders, the power to adopt,
amend, or repeal the bylaws is vested in the board. The power of the board is subject to the power of the
shareholders, exercisable in the manner provided in subdivision 3, to adopt, amend, or repeal bylaws
adopted, amended, or repealed by the board. After the adoption of the initial bylaws, the board shall not
adopt, amend, or repeal a bylaw fixing a quorum for meetings of shareholders, prescribing procedures for
removing directors or filling vacancies in the board, or fixing the number of directors or their
classifications, qualifications, or terms of office, but may adopt or amend a bylaw to increase the number
of directors.
Subdivision 3. Power of shareholders; procedure. If a shareholder or shareholders holding three percent or
more of the voting power of the shares entitled to vote propose a resolution for action by the shareholders to
adopt, amend, or repeal bylaws adopted, amended, or repealed by the board and the resolution sets forth the
provision or provisions proposed for adoption, amendment, or repeal the limitations and procedures for
submitting, considering, and adopting the resolution are the same as provided in Section 11-135,
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TITLE 11 ARTICLE 1.17
subdivisions 2 to 4, for amendment of the articles. The provisions of this subdivision regarding shareholder
proposed amendments shall not apply to a corporation registered or reporting under the federal securities
laws, to the extent that those provisions are in conflict with the federal securities laws or rules promulgated
thereunder, in which case the federal securities laws or rules promulgated thereunder shall govern.
[TCR 94-124]
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TITLE 11 ARTICLE 2
TITLE 11
ARTICLE 2
BOARD
11-201
11-203
11-205
11-207
11-209
11-211
11-213
11-215
11-221
11-223
Board.
Number.
Qualifications; election.
Terms.
Acts not void or voidable.
Compensation.
Classification of directors.
Cumulative voting for directors.
Resignation.
Removal of directors.
11-201
Board.
11-225
11-231
11-233
11-235
11-237
11-239
11-241
11-251
11-255
Vacancies.
Board meetings.
Absent directors.
Quorum.
Act of the board.
Action without meeting.
Committees.
Standard of conduct.
Director conflicts of interest.
Subdivision 1. Board to manager. The business and affairs of a corporation shall be managed by or under
the direction of a board, subject to the provisions of subdivision 2 and Section 11-457. The members of the
first board may be named in the articles or elected by the incorporators pursuant to Section 11-171 or by
the shareholders.
Subdivision 2. Shareholder management. The holders of the shares entitled to vote for directors of the
corporation may, by unanimous affirmative vote, take any action that this Code requires or permits the
board to take. As to an action taken by the shareholders in that manner:
1.
2.
3.
4.
The directors have no duties, liabilities, or responsibilities as directors under this Code with respect
to or arising from the action;
The shareholders collectively and individually have all of the duties, liabilities, and responsibilities
of directors under this Code with respect to and arising from the action;
If the action relates to a matter required or permitted by this Code or by any other law to be
approved or adopted by the board, either with or without approval or adoption by the shareholders,
the action is deemed to have been approved or adopted by the board; and
A requirement that an instrument filed with a governmental agency contain a statement that the
action has been approved and adopted by the board is satisfied by a statement that the shareholders
have taken the action under this subdivision. [TCR 94-124]
11-203 Number. The board shall consist of one or more directors. The number of directors shall be
fixed by or in the manner provided in the articles or bylaws. The number of directors may be increased or,
subject to Section 11-223, decreased at any time by amendment to or in the manner provided in the articles
or bylaws. [TCR 94-124]
11-205 Qualifications; election. Directors shall be natural persons. The method of election and any
additional qualifications for directors may be imposed by or in the manner provided in the articles or
bylaws. A director need not be a member of the Tribe unless the articles of incorporation or bylaws so
prescribe. [TCR 94-124]
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11-207 Terms. Unless fixed terms are provided for in the articles or bylaws, a director serves for an
indefinite term that expires at the next regular meeting of the shareholders. A fixed term of a director shall
not exceed five years. A director holds office for the term for which the director was elected and until a
successor is elected and has qualified, or until the earlier death, resignation, removal, or disqualification of
the director. [TCR 94-124]
11-209 Acts not void or voidable. The expiration of a director’s term with or without the election of a
qualified successor does not make prior or subsequent acts of the officers or the board void or voidable.
[TCR 94-124]
11-211 Compensation. Subject to any limitations in the articles or bylaws, the board may fix the
compensation of directors. [TCR 94-124]
11-213 Classification of directors. Directors may be divided into classes as provided in the articles or
bylaws. [TCR 94-124]
11-215 Cumulative voting for directors.
Subdivision 1. Unless the articles provide that there shall be no cumulative voting, and except as provided
in Section 11-223, subdivision 5, each shareholder entitled to vote for directors has the right to cumulate
those votes in the election of directors by giving written notice of intent to cumulate those votes to any
officer of the corporation before the meeting, or to the presiding officer at the meeting at which the election
is to occur at any time before the election of directors at the meeting, in which case:
1.
2.
The presiding officer at the meeting shall announce, before the election of directors, that
shareholders shall cumulate their votes; and
Each shareholder shall cumulate those votes either by casting for one candidate the number of
votes equal to the number of directors to be elected multiplied by the number of votes represented
by the shares, or by distributing all of those votes on the same principle among any number of
candidates.
Subdivision 2. Modification. No amendment to the articles or bylaws which has the effect of denying,
limiting, or modifying the right to cumulative voting for directors provided in this Section shall be adopted
if the votes of a proportion of the voting power sufficient to elect a director at an election of the entire
board under cumulative voting, are cast against the amendment. [TCR 94-124]
11-221 Resignation. A director may resign at any time by giving written notice to the corporation. The
resignation is effective without acceptance when the notice is given to the corporation, unless a later
effective time is specified in the notice. [TCR 94-124]
11-223
Removal of directors.
Subdivision 1. Modification. The provisions of this Section apply unless modified by the articles, the
bylaws, or an agreement described in Section 11-457.
Subdivision 2. Removal of directors. A director may be removed at any time, with or without cause if:
1.
The director was named by the board to fill a vacancy;
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2.
3.
The shareholders have not elected directors in the interval between the time of the appointment to
fill a vacancy and the time of the removal; and
A majority of the remaining directors present affirmatively vote to remove the director.
Subdivision 3. Removal by shareholders. One or all of the directors may be removed at any time, with or
without cause, by the affirmative vote of the holders of the proportion or number of the voting power of the
shares of the classes or series the director represents sufficient to elect them, except as provided in
subdivision 4.
Subdivision 4. Exception for corporation with cumulative voting. In a corporation having cumulative
voting, unless the entire board is removed simultaneously, a director is not removed from the board if there
are cast against removal of the director the votes of a proportion of the voting power sufficient to elect the
director at an election of the entire board under cumulative voting.
Subdivision 5. Election of replacements. New directors may be elected at a meeting at which directors are
removed. If the corporation allows cumulative voting and a shareholder notifies the presiding officer at any
time prior to the election of new directors of intent to cumulate the votes of the shareholder, the presiding
officer shall announce before the election that cumulative voting is in effect, and shareholders shall
cumulate their votes as provided in Section 11-215, clause (2). [TCR 94-124]
Vacancies. Unless different rules for filling vacancies are provided for in the articles or bylaws:
11-225
1.
Vacancies on the board resulting from the death, resignation, removal, or disqualification
of a director may be filled by the affirmative vote of a majority of the remaining directors,
even though less than a quorum; and
b.
Vacancies on the board resulting from newly created directorships may be filled by the
affirmative vote of a majority of directors serving at the time of the increase; and
Each director elected under this Section to fill a vacancy holds office until a qualified successor is
elected by the shareholders at the next regular or special meeting of the shareholders. [TCR
94-124]
a.
2.
11-231
Board meetings.
Subdivision 1. Time; place. Meetings of the board may be held from time to time as provided in the
articles or bylaws at any place within or without the reservation that the board may select or by any means
described in subdivision 2. If the board fails to select a place for a meeting, the meeting shall be held at the
principal executive office, unless the articles or bylaws provide otherwise.
Subdivision 2. Electronic communications.
1.
2.
A conference among directors by any means of communication through which the directors may
simultaneously hear each other during the conference constitutes a board meeting, if the same
notice is given of the conference as would be required by subdivision 3 for a meeting, and if the
number of directors participating in the conference would be sufficient to constitute a quorum at a
meeting’s participation in a meeting by that means constitutes presence in person at the meeting.
A director may participate in a board meeting not described in paragraph (a) by any means of
communication through which the director, other directors so participating, and all directors
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physically present at the meeting may simultaneously hear each other during the meeting.
Participation in a meeting by that means constitutes presence in person at the meeting.
Subdivision 3. Call, meetings notice. Unless the articles or bylaws provide for a different time period, a
director may call a board meeting by giving ten days notice to all directors of the date, time, and place of
the meeting. The notice need not state the purpose of the meeting unless the articles or bylaws require it.
Subdivision 4. Previously scheduled meetings. If the day or date, time, and place of a board meeting have
been provided in the articles or bylaws, or announced at a previous meeting of the board, no notice is
required. Notice of adjourned meeting may not be given other than by announcement at the meeting at
which adjournment is taken.
Subdivision 5. Waiver of notice. A director may waive notice of a meeting of the board. A waiver of
notice by a director entitled to notice is effective whether given before, at, or after the meeting, and whether
given in writing, orally, or by attendance. Attendance by a director at a meeting is a waiver of notice of
that meeting, except where the director objects at the beginning of the meeting to the transaction of business
because the meeting is not lawfully called or convened and does not participate thereafter in the meeting.
[TCR 94-124]
11-233 Absent directors. If the articles or bylaws so provide, a director may give advance written
consent or opposition to a proposal to be acted on at a board meeting. If the director is not present at the
meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the
existence of a quorum, but consent or opposition shall be counted as a vote in favor of or against the
proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted
on at the meeting is substantially the same or has substantially the same effect as the proposal to which the
director has consented or objected.
11-235 Quorum. A majority, or a larger or smaller proportion or number provided in the articles or
bylaws, of the directors currently holding office is a quorum for the transaction of business. In the absence
of a quorum, a majority of the directors present may adjourn a meeting from time to time until a quorum is
present. If a quorum is present when a duly called or held meeting is convened, the directors present may
continue to transact business until adjournment, even though the withdrawal of a number of directors
originally present leaves less than the proportion or number otherwise required for a quorum. [TCR
94-124]
11-237 Act of the board. The board shall take action by the affirmative vote of a majority of directors
present at a duly held meeting, except where this Code or the articles require the affirmative vote of a larger
proportion or number. If the articles require a larger proportion or number than is required by this Code
for a particular action, the articles shall control. [TCR 94-124]
11-239
Action without meeting.
Subdivision 1. Method. An action required or permitted to be taken at a board meeting may be taken by
written action signed by all of the directors. If the articles so provide, any action, other than an action
requiring shareholder approval, may be taken by written action signed by the number of directors that
would be required to take the same action at a meeting of the board at which all directors were present.
Subdivision 2. Effective time. The written action is effective when signed by the required number of
directors, unless a different effective time is provided in the written action.
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Subdivision 3. Notice; liability. When written action is permitted to be taken by less than all directors, all
directors shall be notified immediately of its text and effective date. Failure to provide the notice does not
invalidate the written action. A director who does not sign or consent to the written action has no liability
for the action or actions taken thereby. [TCR 94-124]
11-241
Committees.
Subdivision 1. Generally. A resolution approved by the affirmative vote of a majority of the board may
establish committees having the authority of the board in the management of the business of the corporation
only to the extent provided in the resolution. Committees may include a special litigation committee
consisting of one or more independent directors or other independent persons to consider legal rights or
remedies of the corporation and whether those rights and remedies should be pursued. Committees other
than special litigation committees are subject at all times to the direction and control of the board.
Subdivision 2. Membership. Committee members shall be natural persons. Unless the articles or bylaws
provide for a different membership or manner of appointment, a committee shall consist of one or more
persons, who need not be directors, appointed by affirmative vote of a majority of the directors present.
Subdivision 3. Procedure. Sections 11-231 to 11-239 apply to committees and members of committees to
the same extent as those sections apply to the board and directors.
Subdivision 4. Minutes. Minutes, if any, of committee meetings shall be made available upon request to
members of the committee and to any director.
Subdivision 5. Standard of conduct. The establishment of, delegation of authority to, and action by a
committee does not alone constitute compliance by a director with the standard of conduct set forth in
Section 11-251.
Subdivision 6. Committee members deemed directors. Committee members are deemed to be directors for
purposes of Sections 11-251, 11-255, and 11-521. [TCR 94-124]
11-251
Standard of conduct.
Subdivision 1. Standard; liability. A director shall discharge the duties of the position of director in good
faith, in a manner the director reasonably believes to be in the best interests of the corporation, and with the
care an ordinarily prudent person in a like position would exercise under similar circumstances. A person
who so performs those duties is not liable by reason of being or having been a director of the corporation.
Subdivision 2. Reliance.
1.
A director is entitled to rely on information, opinions, reports, or statements, including financial
statements and other financial data, in each case prepared or presented by:
a.
one or more officers or employees of the corporation whom the director reasonably
believes to be reliable and competent in the matters presented;
b.
counsel, public accountants, or other persons as to matters that the director reasonably
believes are within the person’s professional or expert competence; or
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c.
2.
a committee of the board upon which the director does not serve, duly established in
accordance with Section 11-241, as to matters within its designated authority, if the
director reasonably believes the committee to merit confidence.
Paragraph (a) does not apply to a director who has knowledge concerning the matter in question
that makes the reliance otherwise permitted by paragraph (a) unwarranted.
Subdivision 3. Presumption of assent; dissent. A director who is present at a meeting of the board when
an action is approved by the affirmative vote of a majority of the directors present is presumed to have
assented to the action approved, unless the director:
1.
2.
3.
Objects at the beginning of the meeting to the transaction of business because the meeting is not
lawfully called or convened and does not participate thereafter in the meeting, in which case the
director shall not be considered to be present at the meeting for any purpose of this Code;
Votes against the action at the meeting; or
Is prohibited by Section 11-255 from voting on the action.
Subdivision 4. Elimination or limitation of liability. A director’s personal liability to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director may be eliminated or limited
in the articles. The articles shall not eliminate or limit the liability of a director:
1.
2.
3.
4.
5.
11-255
for any breach of the director’s duty of loyalty to the corporation or its shareholders;
for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation
of law;
under Section 11-559;
for any transaction from which the director derived an improper personal benefit; or
for any act or omission occurring prior to the date when the provision in the articles eliminating or
limiting liability becomes effective. [TCR 94-124]
Director conflicts of interest.
Subdivision 1. Conflict; procedure when conflict arises. A contract or other transaction between a
corporation and one or more of its directors, or between a corporation and an organization in or of which
one or more of its directors are directors, officers, or legal representatives or have a material financial
interest, is not void or voidable because the director or directors or the other organizations are parties or
because the director or directors are present at the meeting of the shareholders or the board or a committee
at which the contract or transaction is authorized, approved, or ratified, if:
1.
2.
3.
The contract or transaction was, and the person asserting the validity of the contract or transaction
sustains the burden of establishing, that the contract or transaction was, fair and reasonable as to
the corporation at the time it was authorized, approved, or ratified;
The material facts as to the contract or transaction and as to the director or directors’ interest are
fully disclosed or known to the shareholders and the contract or transaction is approved in good
faith by (1) the holders of two-thirds of the voting power of the shares entitled to vote which are
owned by persons other than the interested director or directors, or (2) the unanimous affirmative
vote of the holders of all outstanding shares, whether or not entitled to vote;
The material facts as to the contract or transaction and as to the director or directors’ interest are
fully disclosed or known to the board or a committee, and the board or committee authorizes,
approves, or ratifies the contract or transaction in good faith by a majority of the board or
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4.
committee, but the interested director or directors shall not be counted in determining the presence
of a quorum and shall not vote; or
The contract or transaction is a distribution described in Section 11-551, subdivision 1, or merger
or exchange described in Section 11-601, subdivision 1 or2.
Subdivision 2. Material financial interest. For purposes of this Section:
1.
2.
A director does not have a material financial interest in a resolution fixing the compensation of the
director or fixing the compensation of another director as a director, officer, employee, or agent of
the corporation, even though the first director is also receiving compensation from the corporation;
and
A director has a material financial interest in each organization in which the director, or the spouse,
parents, children and spouses of children, brothers and sisters and spouses of brothers and sisters
of the director, or any combination of them have a material financial interest.
Subdivision 3. Compensation agreements. During any tender offer or request or invitation for tenders of
any class or series of shares of a publicly-held corporation, other than an offer, request, or invitation by the
publicly-held corporation, the publicly-held corporation shall not enter into or amend, directly or indirectly,
agreements containing provisions, whether or not dependent on the occurrence of any event or contingency,
that increase, directly or indirectly, the current or future compensation of any officer or director of the
publicly-held corporation. This subdivision does not prohibit routine increases in compensation, or other
routine compensation agreements, undertaken in the ordinary course of the publicly-held corporation’s
business. [TCR 94-124]
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TITLE 11 ARTICLE 3
TITLE 11
ARTICLE 3
OFFICERS
11-301
11-305
11-311
11-315
11-321
Officers required.
Duties of required officers.
Other officers.
Multiple offices.
Officers deemed elected.
11-331
11-341
11-351
11-361
Contract rights.
Resignation; removal; vacancies.
Delegation.
Standard of conduct.
11-301 Officers required. A corporation shall have one or more natural persons exercising the
functions of the offices, however designated, of chief executive officer and chief financial officer. [TCR
94-124]
11-305
Duties of required officers.
Subdivision 1. Presumption; modifications. Unless the articles, the bylaws, or a resolution adopted by the
board and not inconsistent with the articles or bylaws, provide otherwise, the chief executive officer and
chief financial officer have the duties specified in this Section.
Subdivision 2. Chief executive officer. The chief executive officer shall:
1.
2.
3.
4.
5.
6.
Have general active management of the business of the corporation;
When present, preside at all meetings of the board and of the shareholders;
See that all orders and resolutions of the board are carried into effect;
Sign and deliver in the name of the corporation any deeds, mortgages, bonds, contracts or other
instruments pertaining to the business of the corporation, except in cases in which the authority to
sign and deliver is required by law to be exercised by another person or is expressly delegated by
the articles or bylaws or by the board to some other officer or agent of the corporation;
Maintain records of and whenever necessary, certify all proceedings of the board and the
shareholders; and
Perform other duties prescribed by the board.
Subdivision 3. Chief financial officer. The chief financial officer shall:
1.
2.
3.
4.
5.
6.
Keep accurate financial records for the corporation;
Deposit all money, drafts, and checks in the name of and to the credit of the corporation in the
banks and depositories designated by the board;
Endorse for deposit all notes, checks, and drafts received by the corporation as ordered by the
board, making proper vouchers therefor;
Disburse corporate funds and issue checks and drafts in the name of the corporation, as ordered by
the board;
Render to the chief executive officer and the board, whenever requested, an account of all
transactions by the chief financial officer and of the financial condition of the corporation; and
Perform other duties prescribed by the board or by the chief executive officer. [TCR 94-124]
11-311 Other officers. The board may elect or appoint, at a manner set forth in the articles or bylaws
or in a resolution approved by the affirmative vote of a majority of the directors present, any other officers
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or agents the board deems necessary for the operation and management of the corporation, each of whom
shall have the powers, rights, duties, responsibilities, and terms in office provided for in the articles or
bylaws or determined by the board. [TCR 94-124]
11-315 Multiple offices. Any number of offices or functions of those offices may be held or exercised
by the same person. If a document must be signed by persons holding different offices or functions and a
person holds or exercises more than one of those offices or functions, that person may sign the document in
more than one capacity, but only if the document indicates each capacity in which the person signs. [TCR
94-124]
11-321 Officers deemed elected. In the absence of an election or appointment of officers by the board,
the person or persons exercising the principal functions of the chief executive officer or the chief financial
officer are deemed to have been elected to those offices, except for the purpose of determining the location
of the principal executive office, which in that case is the registered office of the corporation. [TCR
94-124]
11-331 Contract rights. The election or appointment of a person as an officer or agent does not, of
itself, create contract rights. A corporation may enter into a contract with an officer or agent for a period
of time if, in the board’s judgment, the contract would be in the best interests of the corporation. The fact
that the contract may be for a term longer than the terms of the directors who authorized or approved the
contract does not make the contract void or voidable. [TCR 94-124]
11-341
Resignation; removal; vacancies.
Subdivision 1. Resignation. An officer may resign at any time by giving written notice to the corporation.
The resignation is effective without acceptance when the notice is given to the corporation, unless a later
effective date is specified in the notice.
Subdivision 2. Removal. An officer may be removed at any time, with or without cause by a resolution
approved by the affirmative vote of a majority of the directors present, subject to the provisions of a
shareholder control agreement. The removal is without prejudice to any contractual rights of the officer.
Subdivision 3. Vacancy. A vacancy in an office because of death, resignation, removal, disqualification,
or other cause may, or in the case of a vacancy in the office of chief executive officer or chief financial
officer shall, be filled for the unexpired portion of the term in the manner provided in the articles or bylaws,
or determined by the board, or pursuant to Section 11-321. [TCR 94-124]
11-351 Delegation. Unless prohibited by the articles or bylaws or by a resolution approved by the
affirmative vote of a majority of the directors present, an officer elected or appointed by the board may,
without the approval of the board, delegate some or all of the duties and powers of an office to other
persons. An officer who delegates the duties or powers of office remains subject to the standard of conduct
for an officer with respect to the discharge of all duties and powers so delegated. [TCR 94-124]
11-361 Standard of conduct. An officer shall discharge the duties of an office in good faith, in a
manner the officer reasonably believes to be in the best interests of the corporation, and with the care an
ordinarily prudent person in a like position would exercise under similar circumstances. A person
exercising the principal functions of an office or to whom some or all of the duties and powers of an office
are delegated pursuant to Section 11-351 is deemed an officer for purposes of this Section and Sections
11-467 and 11-521. [TCR 94-124]
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TITLE 11 ARTICLE 4
TITLE 11
ARTICLE 4
SHARES; SHAREHOLDERS
11-401
11-402
11-431
11-433
Authorized shares.
Share dividends, divisions, and
combinations.
Subscriptions for shares.
Consideration for shares; value and
payment; liability.
Preemptive rights.
Share certificates; issuance and contents;
uncertificated shares.
Lost share certificates; replacement.
Fractional shares.
Liability of subscribers and shareholders
with respect to shares.
Restriction on transfer or registration of
securities.
Regular meetings of shareholders.
Special meetings of shareholders.
11-401
Authorized shares.
11-403
11-405
11-413
11-417
11-419
11-423
11-425
11-429
11-435
11-436
11-437
11-441
11-443
11-445
11-447
11-449
11-453
11-455
11-457
11-461
11-463
11-467
11-471
11-473
Notice.
Electronic communications.
Act of the shareholders.
Action without a meeting.
Quorum.
Voting rights.
Voting of shares by organizations and
legal representatives.
Proxies.
Voting trusts.
Shareholder voting agreements.
Shareholder control agreements.
Books and records; inspection.
Financial statements.
Equitable remedies.
Rights of dissenting shareholders.
Procedures for asserting dissenter’s rights.
Subdivision 1. Board may authorize. Subject to any restrictions in the articles, a corporation may issue
securities and rights to purchase securities only when authorized by the board.
Subdivision 2. Terms of shares. All the shares of a corporation:
1.
2.
3.
Shall be of one class and one series, unless the articles establish, or authorize the board to
establish, more than one class or series;
Shall be common shares entitled to vote and shall have equal rights and preferences in all matters
not otherwise provided for by the board, unless and to the extent that the articles have fixed the
relative rights and preferences of different classes and series; and
Shall have, unless a different par value is specified in the articles, a par value of one cent per share,
solely for the purpose of a law, statute or rule imposing a tax or fee based upon the capitalization
of a corporation and a par value fixed by the board for the purpose of a statute or rule requiring the
shares of the corporation to have a par value.
Subdivision 3. Procedure for fixing terms.
1.
Subject to any restrictions in the articles, the power granted in subdivision 2 may lie exercised by a
resolution or resolutions approved by the affirmative vote of a majority of the directors present
establishing a class or series, setting forth the designation of the class or series, and fixing the
relative rights and preferences of the class or series. Any of the rights and preferences of a class or
series:
a.
may be made, dependent upon facts ascertainable outside the articles, or outside the
resolution or resolutions establishing the class or series, provided that the manner in which
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2.
3.
the facts operate upon the rights and preferences of the class or series is clearly and
expressly set forth in the articles or in the resolution or resolutions establishing the class or
series; and
b.
may incorporate by reference some or all of the terms of any agreements, contracts, or
other arrangements entered into by the issuing corporation in connection with the
establishment of the class or series if the corporation retains at its principal executive
office a copy of the agreements, contracts or other arrangements or the portions
incorporated by reference.
A statement setting forth the name of the corporation and the text of the resolution and certifying
the adoption of the resolution and the date of adoption shall be filed with the Tribal Secretary
before the issuance of any shares for which the resolution creates rights or preferences not set forth
in the articles; provided, however, where the shareholders have received notice of the creation of
shares with rights or preferences not set forth in the articles before the issuance of the shares, the
statement may be filed any time within one year after the issuance of the shares. The resolution is
effective when the statement has been filed with the Tribal Secretary; or, if it is not required to be
filed with the Tribal Secretary before the issuance of shares, on the date of its adoption by the
directors.
A statement filed with the Tribal Secretary in accordance with paragraph (b) is not considered an
amendment of the articles for purposes of Sections 11-137 and 11-471.
Subdivision 4. Specific terms. Without limiting the authority granted in this Section, a corporation may
issue shares of a class or series:
1.
2.
3.
4.
5.
11-402
Subject to the right of the corporation to redeem any of those shares at the price fixed for their
redemption by the articles or by the board or at a price determined in the manner specified by the
articles or by the board;
Entitling the shareholders to cumulative, partially cumulative, or non-cumulative distributions in
the amounts fixed by the articles or by the board or in amounts determined in the manner specified
by the articles or by the board;
Having preference over any class or series of shares for the payment of distributions of any kinds;
Convertible into shares of any other class or any series of the same or another class on the terms
fixed by the articles or by the board or on terms determined in the manner specified by the articles
or by the board; or
Having full, partial, or no voting rights, except as provided in Section 11-137. [TCR 94-124]
Share dividends, divisions, and combinations.
Subdivision 1. Power to effect. A corporation may effect a share dividend or a division or combination of
its shares as provided in this Section. As used in this Section, the terms “division” and “combination”
mean dividing or combining shares of any class or series, whether issued or unissued, into a greater or
lesser number of shares of the same class or series.
Subdivision 2. When shareholder approval required; filing of articles of amendment. Articles of
amendment must be adopted by the board and the shareholders tender Sections 11-135 and 11-137 to effect
a division or combination if, as a result of the proposed division or combination:
1.
The rights or preferences of the holders of outstanding shares of any class or series will be
adversely affected.
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2.
3.
The percentage of authorized shares remaining unissued after the division or combination will
exceed the percentage of authorized shares that were unissued before the division or combination.
For purposes of this Section, an increase or decrease in the relative voting right of the shares that
are the subject of the division or combination that arises solely from the increase or decrease in the
number of the shares outstanding is not an adverse effect on the outstanding shares of any class or
series and any increase in the percentage of authorized shares remaining unissued arising solely
from the elimination of fraction shares under Section 11-423 must be disregarded.
If a division or combination is effected under this subdivision, articles of amendment must be
prepared that contain the information required by Section 11-139.
Subdivision 3. By action of board alone; filing of articles of amendment.
1.
2.
11-403
Subject to the restrictions provided in subdivision 2 or any restrictions in the articles, a share
dividend, division, or combination may be effected by action of the board alone, without the
approval of shareholders under Sections 11-135 and 11-137. In effecting division or combination
under this subdivision, the board may amend the articles to increase or decrease the par value of
shares, increase or decrease the number of authorized shares, and make any other changes
necessary or appropriate to assure that the rights or preferences of the holders of outstanding big
shares of any class or series will not be adversely affected by the division or combination.
If a division or combination that includes an amendment of the articles is effected under this
subdivision, then articles of amendment must be prepared that contain the information required by
Section 11-139 and a statement that the amendment will not adversely affect the rights or
preferences of the holders of outstanding shares of any class or series and will not result in the
percentage of authorized shares that remains unissued after the division or combination exceeding
the percentage of authorized shares that were unissued before the division or combination. [TCR
94-124]
Subscriptions for shares.
Subdivision 1. Signed writing. A subscription for shares, whether made before or after the incorporation
of a corporation, is not enforceable against the subscriber unless it is in writing and signed by the
subscriber.
Subdivision 2. Irrevocable period. A subscription for shares is irrevocable for a period of six months,
unless the subscription agreement provides for, or unless all of the subscribers consent to, an earlier
revocation.
Subdivision 3. Payment; installments. A subscription for shares, whether made before or after the
incorporation of a corporation, shall be paid in full at the time or times or in the installments, if any,
specified in the subscription agreement. In the absence of a provision in the subscription agreement
specifying the time at which the subscription is to be paid, the subscription shall be paid at the time or
times determined by the board but a call made by the board for payment on subscriptions shall be uniform
for all shares of the same class or for all shares of the same series.
Subdivision 4. Method of collection; forfeiture; cancellation or sale for account of subscriber.
1.
Unless otherwise provided in the subscription agreement, in the event of default in the payment of
an installment or call when due, the corporation may proceed to collect the amount due in the same
manner as a debt due the corporation.
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2.
3.
11-405
If the amount due on a subscription for shares remains unpaid for a period of 20 days after written
notice of demand for payment has been given to the delinquent subscriber, the shares subscribed
for may be offered for sale by the corporation for a price in money equaling or exceeding the sum
of the full balance owed by the delinquent subscriber plus the expenses incidental to the sale. If the
shares subscribed for are sold pursuant to this paragraph, the corporation shall pay to the
delinquent subscriber or to the delinquent subscriber’s legal representative the lesser of (i) the
excess of net proceeds realized by the corporation over the sum of the amount owed by the
delinquent subscriber plus the expenses incidental to the sale, and (ii) the amount actually paid by
the delinquent subscriber. If the shares subscribed for are not sold pursuant to this paragraph, the
corporation may collect the amount due in the same manner as a debt due the corporation or cancel
the subscription in accordance with paragraph (3).
If the amount due on a subscription for shares remains unpaid for a period of 20 days after written
notice of demand for payment has been given to the delinquent subscriber and the shares
subscribed for by the delinquent subscriber have not been sold pursuant to paragraph (b), the
corporation may cancel the subscription, in which event the shares subscribed for must be restored
to the status of authorized but unissued shares, the corporation may retain the portion of the
subscription price actually paid that does not exceed ten percent of the subscription price, and the
corporation shall refund to the delinquent subscriber or the delinquent subscriber’s legal
representative that portion of the subscription price actually paid which exceeds ten percent of the
subscription price. [TCR 94-124]
Consideration for shares; value and payment; liability.
Subdivision 1. Consideration; procedure. Subject to any restrictions in the articles:
1.
2.
Shares may be issued for any consideration, including, without limitation, money or other tangible
or intangible property received by the corporation or to be received by the corporation under a
written agreement, or services rendered to the corporation or to be rendered to the corporation
under a written agreement, as authorized by resolution approved by the affirmative vote of a
majority of the directors present, or approved by the affirmative vote of the holders of a majority of
the voting power of the shares present, valuing all non-monetary consideration and establishing a
price in money or other consideration, or a minimum price, or a general formula or method by
which the price will be determined; and
Upon authorization in accordance with Section 11-402, the corporation may, without any new or
additional consideration, issue its own shares in exchange for or in conversion of its outstanding
shares, or issue its own shares pro-rata to its shareholders or the shareholders of one or more
classes or series, to effectuate share dividends, divisions, or combinations. No shares of a class or
series, shares of which are then outstanding, shall be issued to the holders of shares of another
class or series (except in exchange for or in conversion of outstanding, shares of the other class or
series), unless the issuance either is expressly provided for in the articles or is approved at a
meeting by the affirmative vote of the holders of a majority of the voting power of all shares of the
same class or series as the shares to be issued.
Subdivision 2. Value; liability. The determinations of the board or the shareholders as to the amount or
fair value or the fairness to the corporation of the consideration received or to be received by the
corporation for its shares or the terms of payments, as well as the agreement to issue shares for that
consideration, are presumed to be proper if they are made in good faith and on the basis of accounting
methods, or a fair valuation or other method, reasonable in the circumstances, and unless otherwise
required by the articles, the consideration may be less than the par value, if any, of the shares. Directors or
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shareholders who are present and entitled to vote, and who, intentionally or without reasonable
investigation, fail to vote against approving, an issue of shares for a consideration that is unfair to the
corporation, or over-value property or services received or to be received by the corporation as
consideration for shares issued, are jointly and severally liable to the corporation for the benefit of the then
shareholders who did not consent to find are damaged by the action, to the extent of the damages of those
shareholders. A director or shareholder against whom a claim is asserted pursuant to this subdivision,
except in case of knowing participation in a deliberate fraud, is entitled to contribution on an equitable
basis from other directors or shareholders who are liable under this Section.
Subdivision 3. Payment; liability; contribution; statute of limitations.
1.
2.
A corporation shall issue only shares that are nonassessable or that are assessable but are issued
with the unanimous consent of the shareholders. “Nonassessable” shares are shares for which the
agreed consideration has been fully paid, delivered, or rendered to the corporation. Consideration
in the form of a promissory note, a check, or a written agreement to transfer property or render
services to a corporation in the future is fully paid when the note, check, or written agreement is
delivered to the corporation.
If shares are issued if violation of paragraph (a), the following persons are jointly and severally
liable to the corporation for the difference between the agreed consideration for the shares and the
consideration actually received by the corporation:
a.
A director or shareholder who was present and entitled to vote but who failed to vote
against the issuance of the shares knowing of the violation;
b.
The person to whom the shares were issued; and
c.
A successor or transferee of the interest in the corporation of a person described in clause
(1) or (2), including a purchaser of shares, a subsequent assignee, successor, or transferee,
a pledgee, a holder of any other security interest in the assets of the corporation or shares
granted by the person described in clause (a) or (b), or a legal representative of or for the
person or estate of the person, which successor, transferee, purchaser, assignee, pledgee,
holder, or representative acquired the interest knowing of the violation.
3.
a.
b.
c.
d.
A pledgee or holder of any other security interest in all or any shares that have been issued
in violation of paragraph (1) is not liable under paragraph (2) if all those shares are
surrendered to the corporation. The surrender does not impair any rights of the pledgee or
holder of any other security interest against the pledgor or person granting the security
interest.
A pledgee, holder of any other security interest, or legal representative is liable under
paragraph (2) only in that capacity. The liability of the person under paragraph (2) is
limited to the assets held in that capacity for the person or estate of the person described in
clause (a) or (b) of paragraph (2).
Each person liable under paragraph (2) has a full right of contribution on an equitable
basis from all other persons liable under paragraph (2) for the same transaction.
An action shall not be maintained against a person under paragraph (b) unless commenced
within two years from the date on which shares are issued in violation of paragraph (1).
[TCR 94-124]
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11-413
Preemptive rights.
Subdivision 1. Presumption; modification. Unless denied or limited in the articles or by the board
pursuant to Section 11-401, subdivision 2, clause (b), a shareholder of a corporation has the preemptive
rights provided in this Section.
Subdivision 2. Definition. A preemptive right is the right of a shareholder to acquire a certain fraction of
the unissued securities or rights to purchase securities of a corporation before the corporation may offer
them to other persons.
Subdivision 3. When right accrues. A shareholder has a preemptive right whenever the corporation
proposes to issue new or additional shares or rights to purchase shares of the same series as the series held
by the shareholder or, if a class of shares has no series, the same class as the class held by the shareholder,
or new or additional securities other than shares, or rights to purchase securities other than shares, that are
exchangeable for, convertible into, or carry a right to acquire new or additional shares of the same series as
the series held by the shareholder or, if a class of shares has no series, the same class as the class held by
the shareholder.
Subdivision 4. Exemptions. A shareholder does not have a preemptive right to acquire securities or rights
to purchase securities that are:
1.
2.
3.
4.
5.
6.
Issued for a consideration other than money;
Issued pursuant to a plan of merger or exchange;
Issued pursuant to an employee or incentive benefit plan approved at a meeting by the affirmative
vote of the holders of a majority of the voting power of all shares entitled to vote;
Issued upon exercise of previously issued rights to purchase securities of the corporation;
Issued pursuant to a public offering of the corporation’s securities or rights to purchase securities.
For purposes of this clause “public offering” means an offering of the corporation’s securities or
rights to purchase securities if the resale or other distribution of those securities or rights to
purchase securities is not restricted by Tribal, state or federal securities laws; or
Issued pursuant to a plan of reorganization approved by a court of competent jurisdiction pursuant
to a law of this Tribe or a statute of the United States.
Subdivision 5. Fraction to be acquired. The fraction of the new issue that each shareholder may acquire
by exercise of a preemptive right is the ratio that the number of shares of that class or series owned by the
shareholder before the new issue bears to the total number of shares of that class or series issued and
outstanding before the new issue.
Subdivision 6. Waiver. A shareholder may waive a preemptive right in writing. The waiver is binding
upon the shareholder whether or not consideration has been given for the waiver. Unless otherwise
provided in the waiver, a waiver of preemptive rights is effective only for the proposed issuance described
in the waiver.
Subdivision 7. Notice. When proposing the issuance of securities with respect to which shareholders have
preemptive rights under this Section, the board shall cause notice to be given to each shareholder entitled to
preemptive rights. This notice shall be given at least ten days before the date by which the shareholder
must exercise a preemptive right and shall contain:
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1.
2.
3.
The number or amount of securities with respect to which the shareholder has a preemptive right,
and the method used to determine that number or amount;
The price and other terms and conditions upon which the shareholder may purchase them; and
The time within which and the method by which the shareholder must exercise the right.
Subdivision 8. Issuance to others. Securities that are subject to preemptive rights but not acquired by
shareholders in the exercise of those rights may, for a period not exceeding one year after the date fixed by
the board for the exercise of those preemptive rights, be issued to persons the board determines, at a price
not less than, and on terms no more favorable to the purchaser than, those offered to the shareholders.
Securities that are not issued during that one year period shall, at the expiration of the period, again become
subject to preemptive rights of shareholders.
Subdivision 9. Modification. No amendment to the articles which has the effect of denying, limiting, or
modifying the preemptive rights provided in this Section shall be adopted if the votes of a proportion of the
voting power sufficient to a director at an election of the entire board under cumulative voting are cast
against the amendment. [TCR 94-124]
11-417
Share certificates; issuance and contents; uncertificated shares.
Subdivision 1. Certificated; uncertificated. The shares of a corporation shall be either certificated shares
or uncertificated. Each holder of certificated shares issued in accordance with Section 11-405, subdivision
3, paragraph (1) is entitled to a certificate of shares.
Subdivision 2. Certificates; signature required. Certificates shall be signed by an agent or officer
authorized by the articles or bylaws to sign share certificates or, in the absence of an authorization, by an
officer.
Subdivision 3. Signature valid. If a person signs or has a facsimile signature placed upon a certificate
while an officer, transfer agent, or registrar of a corporation is present, the certificate may be issued by the
corporation, even if the person has ceased to have that capacity before the certificate is issued, with the
same effect as if the person had that capacity at the date of its issue.
Subdivision 4. Form of certificate. A certificate representing shares of a corporation shall contain on its
face:
1.
2.
3.
4.
The name of the corporation;
A statement that the corporation is incorporated under the laws of the Winnebago Tribe of
Nebraska;
The name of the person to whom it is issued; and
The number and class of shares, and the designation of the series, if any, that the certificate
represents.
Subdivision 5. Limitations set forth. A certificate representing shares issued by a corporation authorized
to issue shares of more than one class or series shall set forth upon the face or back of the certificate, or
shall state that the corporation will furnish to a shareholder upon request and without charge, a full
statement of the designations, preferences, limitations, and relative rights of the shares of each class or
series authorized to be issued, so far as they have been determined, and the authority of the board to
determine the relative rights and preferences of subsequent classes or series.
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Subdivision 6. Prima facie evidence. A certificate signed as provided in subdivision 2 is prima facie
evidence of the ownership of the shares referred to in the certificate.
Subdivision 7. Uncertificated shares. Unless uncertificated shares are prohibited by the articles or bylaws,
a resolution approved by the affirmative vote of a majority of the directors present may provide that some
or all of any or all classes and series of its shares will be uncertificated shares. The resolution does not
apply to shares represented by a certificate until the certificate is surrendered to the corporation. Within a
reasonable time after issuance or transfer of uncertificated shares, the corporation shall send to the new
shareholder the information required by this Section to be stated on certificates. Except as otherwise
expressly provided by statute, the rights and obligations of the holders of certificated and uncertificated
shares of the same class and series are identical. [TCR 94-124]
11-419 Lost share certificates; replacement.
Subdivision 1. Issuance. A new share certificate may be issued to replace one that is alleged to have been
lost, stolen, or destroyed. The owner must (i) notify the issuer within a reasonable time after having notice
of the loss and request a replacement before the issuer has notice that the security has been acquired by a
bona fide purchaser; (ii) file with the issuer a sufficient indemnity bond; and (iii) satisfy any other
reasonable requirements imposed by the issuer.
Subdivision 2. Not over issue. The issuance of a new certificate under this Section does not constitute an
over issue of the shares it represents. [TCR 94-124]
11-423
Fractional shares.
Subdivision 1. Issuance; alternative exchange. A corporation may issue fractions of a share originally or
upon transfer. If it does not issue fractions of a share, it shall in connection with an original issuance of
shares:
1.
2.
3.
Arrange for the disposition of fractional interests by those entitled to them;
Pay in money the fair value of fractions of a share as of the time when persons entitled to receive
the fractions are determined; or
Issue scrip or warrants in registered or bearer form that entitle the holder to receive a certificate for
a full share upon the surrender of the scrip or warrants aggregating a full share.
Subdivision 2. A corporation shall not pay money for fractional shares if that action would result in the
cancellation of more than 20 percent of the outstanding shares of a class. A determination by the board of
the fair value of fractions of a share is conclusive in the absence of fraud. A certificate or a transaction
statement for a fractional share does, but scrip or warrants do not unless they provide otherwise, entitle the
shareholder to exercise voting rights or to receive distributions. The board may cause scripts or warrants
to be issued subject to the condition that they become void if not exchanged for full shares before a
specified date, or that the shares for which scrip or warrants are exchangeable may be sold by the
corporation and the proceeds distributed to the holder of the scrip or warrants, or to any other condition or
set of conditions the board may impose. [TCR 94-124]
11-425 Liability of subscribers and shareholders with respect to shares. A subscriber for shares or a
shareholder of a corporation is under no obligation to the corporation or its creditors with respect to the
shares subscribed for or owned, except to pay to the corporation the full consideration for which the shares
are issued or to be issued. [TCR 94-124]
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11-429
Restriction on transfer or registration of securities.
Subdivision 1. How imposed. A restriction on the transfer or registration of transfer of securities of a
corporation may be imposed in the articles, in the bylaws, by a resolution adopted by the shareholders, or
by an agreement among or other written action by a number of shareholders or holders of other securities or
among them and the corporation. A restriction is not binding with respect to securities issued prior to the
adoption of the restriction, unless the holders of those securities are parties to the agreement or voted in
favor of the restriction.
Subdivision 2. Restrictions permitted. A written restriction on the transfer or registration of transfer of
securities of a corporation that is not manifestly unreasonable under the circumstances and is noted
conspicuously on the face or back of the certificate or transaction statement may be enforced against the
holder of the restricted or a successor or transferee of the holder, including a pledgee or a legal
representative. Unless noted conspicuously on the face or back of the certificate or transaction statement, a
restriction, even though permitted by this Section, is ineffective against a person without knowledge of the
restriction. A restriction under this Section is deemed to be noted conspicuously and is effective if the
existence of the restriction is stated on the certificate and reference is made to a separate document creating
or describing the restriction. [TCR 94-124]
11-431
Regular meetings of shareholders.
Subdivision 1. Frequency. Regular meetings of shareholders may be held on an annual or other less
frequent periodic basis, but need not be filed unless required by the articles or bylaws or by subdivision 2.
Subdivision 2. Demand by shareholder. If a regular meeting of shareholders has not been held during the
immediately preceding 15 months, shareholders holding at least ten percent of the voting power of all
shares entitled to vote may demand a regular meeting of shareholders by written notice of demand given to
the chief executive officer or the chief financial officer of the corporation. Within 30 days after receipt of
the demand by one of those officers, the board shall cause a regular meeting of shareholders to be called
and held on notice no later than 90 days after receipt of the demand, all at the expense of the corporation.
If the board fails to cause a regular meeting to be called and held as required by this subdivision, the
shareholder or shareholders making the demand may call the regular meeting by giving notice as required
by Section 11-435, all at the expense of the corporation.
Subdivision 3. Time; place. A regular meeting, if any, shall be held on the day or date and at the time and
place fixed by, or in a manner authorized by, the articles or bylaws, except that a meeting called by or at
the demand of a shareholder to subdivision 2 shall be held on the Reservation.
Subdivision 4. Elections required; other business. At each regular meeting of shareholders there shall be
an election of qualified successors for directors who serve for an indefinite term or whose terms have
expired or are due to expire within six months after the date of the meeting. No other particular business is
required to be transacted at a regular meeting. Any business appropriate for action by the shareholders
may be transacted at a regular meeting. [TCR 94-124]
11-433
Special meetings of shareholders.
Subdivision 1. Who may call. Special meetings of the shareholders may be called for any purpose or
purposes at any time by:
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1.
2.
3.
4.
5.
The chief executive officer;
The chief financial officer;
Two or more directors;
A person authorized in the articles or bylaws to call special meetings; or
A shareholder or shareholders holding, ten percent or more of the voting power of all shares
entitled to vote, except that a special meeting for the purpose of considering any action to directly
or indirectly facilitate or effect a business combination, including any action to change or otherwise
affect the composition of the board of directors for that purpose, must be called by 25 percent or
more of the voting power of all shares entitled to vote.
Subdivision 2. Demand by shareholders. A shareholder or shareholders holding the voting power specified
in subdivision 1, paragraph (e), may demand a special meeting of shareholders by written notice of demand
giving notice to the chief executive officer or chief financial officer of the corporation and containing the
purposes of the meeting. Within 30 days after receipt of the demand by one of those officers, the board
shall cause a special meeting of shareholders to be called and held on notice not later than 90 days after
receipt of the demand, all at the expense of the corporation. If the board fails to cause a special meeting to
be called and held as required by this subdivision, the shareholder or shareholders making the demand may
call the meeting by giving notice as required by Section 11-435, all at the expense of the corporation.
Subdivision 3. Time; place. Special meetings shall be held on the date and at the time and place fixed by
the chief executive officer, the chief financial officer, the board, or a person authorized by the articles or
bylaws to call a meeting, except that a special meeting called by or at the demand of a shareholder or
shareholders pursuant to subdivision 2 shall be held on the Reservation.
Subdivision 4. Business limited. The business transacted at a special meeting is limited to the purposes
stated in the notice of the meeting. Any business transacted at a special meeting that is not included in
those stated purposes is voidable by or on behalf of the corporation, unless all of the shareholders have
waived notice of the meeting, in accordance with Section 11-435, subdivision 4. [TCR 94-124]
11-435
Notice.
Subdivision 1. To Whom given. Except as otherwise provided in this Code, notice of all meetings of
shareholders shall be given to every holder of shares entitled to vote, unless:
1.
2.
the meeting is an adjourned meeting and the date, time, and place of the meeting were announced at
the time of adjournment; or
the following have been mailed by first class mail to a shareholder at the address in the corporate
records and returned undeliverable:
a.
two consecutive annual meeting notices and notices of any special meetings held during the
period between the two annual meetings; or
b.
all payments of dividends sent during a 12-month period, provided there are at least two
sent during the 12 month period. An action or meeting that is taken or held without notice
under clause (b) has the same force and effect as if notice was given. If the shareholder
delivers a written notice of the shareholder’s current address to the corporation, the notice
requirement is reinstated.
Subdivision 2. When given. In all instances where a specific minimum notice period has not otherwise
been fixed by law, the notice shall be given at least ten days before the date of the meeting, or a shorter time
provided in the articles or bylaws, and not more than 60 days before the date of the meeting.
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Subdivision 3. Contents. The notice shall contain the date, time, and place of the meeting, and any other
information required by this Code. In the case of a special meeting, the notice shall contain a statement of
the purposes of the meeting. The notice may also contain any other information required by the articles or
bylaws or deemed necessary or desirable by the board or by any other person or persons calling the
meeting.
Subdivision 4. Waiver, objections. A shareholder may waive notice of a meeting of shareholders. A
waiver of notice by shareholder entitled to notice is effective whether given before, at, or after the meeting,
and whether given in writing, orally, or by attendance. Attendance by a shareholder at a meeting is a
waiver of notice of that meeting, except where the shareholder objects at the beginning of the meeting to the
transaction of business because the meeting is not lawfully called or convened, or objects before a vote on
an item of business because the item may not lawfully be considered at that meeting and does not
participate in the consideration of the item at that meeting.
11-436 Electronic communications.
Subdivision 1. Electronic conferences. If and to the extent authorized in the bylaws or by the board of a
closely-held corporation, a conference among shareholders by any means of communication through which
the shareholders may simultaneously hear each other during the conference constitutes a regular or special
meeting of shareholders, if the same notice is given of the conference to every holder of shares entitled to
vote as would be required by this Code for a meeting, and if the number of shares held by the shareholders
participating in the conference would be sufficient to constitute a quorum at a meeting. Participation in a
conference by that means constitutes presence at the meeting in person or by proxy if all the other
requirements of Section 11-449 are met.
Subdivision 2. Participation in electronic means. If and to the extent authorized in the bylaws or by the
board of a closely-held corporation, a shareholder may participate in a regular or special meeting of
shareholders not described in subdivision 1 by any means of communication through which the shareholder,
other shareholders so participating, and all shareholders physically present at the meeting may
simultaneously hear each other during the meeting. Participation in a meeting by that means constitutes
presence at the meeting in person or by proxy if all the other requirements of Section 11-449 are met.
Subdivision 3. Waiver. Waiver of notice of a meeting by means of communication described in
subdivisions 1 and 2 may be given in the provided in Section 11-435, subdivision 4. Participation in a
meeting by means of communication described in subdivisions 1 and 2 is a waiver of notice of that meeting,
except where the shareholder objects at the beginning of the meeting to the transaction of business because
is not lawfully called or convened, or objects before a vote on an item of business because the item may not
be lawfully considered at the meeting and does not participate in the consideration of the item at the
meeting. [TCR 94-124]
11-437
Act of the shareholders.
Subdivision 1. Majority required. The shareholders shall take action by the affirmative vote of the holders
of the greater of (1) a majority of the voting power of the shares present and entitled to vote on that item of
business, or (2) a majority of the voting power of the minimum number of the shares entitled to vote that
would constitute a quorum for the transaction of business at the meeting, except where this Code or the
articles require a larger proportion or number. If the articles require a larger proportion or number than is
required by this Code for a particular action, the articles control.
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Subdivision 2. Voting class. In any case where a class or series of shares is entitled by this Code, the
articles, the bylaws, or the terms of the shares to vote as a class or series, the matter being voted upon must also
receive the affirmative vote of the holders of the same proportion of the shares present of that class or series,
or of the total outstanding shares of that class or series, as the proportion required pursuant to subdivision
1, unless the articles require a larger proportion. Unless otherwise stated in the articles or bylaws in the
case of voting as a class, the minimum percentage of the total number of shares of the class or series which
must be present shall be equal to the minimum percentage of all outstanding, shares entitled to vote required to
be present under Section 11-443. [TCR 94-124]
11-441 Action without a meeting. An action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting by written action signed by all of the shareholders entitled to
vote on that action. The written action is effective when it has been signed by all of those shareholders,
unless a different effective time is provided in the written action. [TCR 94-124]
11-443 Quorum. The holders of a majority of the voting power of the shares entitled to vote at a
meeting are a quorum for the transaction of business, unless a larger or smaller proportion or number is
provided in the articles or bylaws. If a quorum is present when a duly called or held meeting is convened,
the shareholders present may continue to transact business until adjournment, even though the withdrawal of
a number of shareholders originally present leaves less than the proportion or number otherwise required for a
quorum. [TCR 94-124]
11-445
Voting rights.
Subdivision 1. Determination. The board may fix a date not more than 60 days, or a shorter time period
provided in the articles or bylaws, before the date of a meeting of shareholders as the date for the
determination of the holders of shares entitled to notice of and entitled to vote at the meeting. When a date is
so fixed, only shareholders on that date are entitled to notice of and permitted to vote at that meeting of
shareholders.
Subdivision 2. Certificate of beneficial owner. A resolution approved by the affirmative vote procedure
whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in
the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the
corporation of the writing, the persons specified as beneficial owners, rather than the actual
shareholder, are deemed the shareholders for the purposes specified in the writing.
Subdivision 3. One vote per share. Unless otherwise provided in the articles or in the terms of the shares, a
shareholder has one vote for each share held.
Subdivision 4. Non-shareholders. The articles may give or prescribe the manner of giving a creditor,
security holder, or other person a right to vote under this Section.
Subdivision 5. Jointly owned shares. Shares owned by two or more shareholders may be voted by any one of
them unless the corporation gives written notice from any one of them denying the authority of that
person to vote those shares.
Subdivision 6. Manner of voting; presumption. Except as provided in subdivision 5, a holder of shares
entitled to vote any portion of the shares in any way the shareholder chooses. If a shareholder votes
without designating the proportion or number of shares voted in a particular way, the shareholder is deemed to
have voted all of the shares in that way. [TCR 94-124]
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11-447
Voting of shares by organizations and legal representatives.
Subdivision 1. Shares held by other corporations. Shares of a corporation registered in the name of
another tribal or foreign corporation be voted by the chief executive officer or another legal representative
of that corporation.
Subdivision 2. Shares held by subsidiary. Except as provided in subdivision 3, shares of a corporation
registered in the name of a subsidiary are not entitled to vote on any matter.
Subdivision 3. Shares controlled in fiduciary capacity. Shares of a corporation in the name of or under the
control of, the corporation or subsidiary in a fiduciary capacity are not entitled to vote on any matter,
except to the extent that the seller or beneficial owner possesses and exercises a right to vote or gives the
corporation binding instructions on how to vote the shares.
Subdivision 4. Voting by certain representatives. Shares under the control of a person in a capacity as a
personal representative, an administrator, executor, guardian, conservator, or attorney-in-fact may be voted
by the person, in person or by proxy, without registration of those shares in the name of the person. Shares
registered in the entire of a trustee of a trust or in the name of a custodian may be voted by the person,
either in person or by proxy, but a trustee of a trust or a custodian shall not vote shares held by the person
unless they are registered in the name of the person.
Subdivision 5. Voting by trustee in bankruptcy or receiver. Shares registered in the name of a trustee in
bankruptcy or a receiver may be voted by the trustee or receiver either in person or by proxy. Shares under
the control of a trustee in bankruptcy or a receiver may be voted by the trustee or receiver without
registering the shares in the name of the trustee or receiver, if authority to do so is contained in an
appropriate order of the Court by which trustee or receiver was appointed.
Subdivision 6. Shares held by other organizations. Shares registered in the name of an organization not
described in subdivision 1 to 5 may be voted either in person or by proxy by the legal representative of that
organization.
Subdivision 7. Pledge shares. A shareholder whose shares are pledged may vote those shares until the
shares are registered in the name of the pledgee. If the corporation pledges its own shares under Section
11-553, subdivision 1, the corporation shall not be entitled to vote the shares at a meeting or otherwise.
[TCR 94-124]
11-449
Proxies.
Subdivision 1. Authorization. A shareholder may cast or authorize the casting of a vote by filing a written
appointment of a proxy with an officer of the corporation at or before the meeting at which the appointment
is to be effective. A written appointment of a proxy may be signed by the shareholder or authorized by the
shareholder by transmission of a telegram, cablegram, or other means of electronic transmission, provided
that the telegram, cablegram, or other means of electronic transmission must set forth or be submitted with
information from which it can be determined that the telegram, cablegram, or other electronic transmission
was authorized by the shareholder. Any reproduction of the writing or transmission may be substituted or
used in lieu of the original writing or transmission for any purpose for which the original transmission
could be used, provided that the copy, facsimile telecommunications, or other reproduction is a complete
and legible reproduction of the entire original writing or transmission. An appointment of a proxy for
shares held jointly by two or more shareholders is valid if signed or otherwise authorized by any one of
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them, unless the corporation receives from any one of those shareholders written notice either denying the
authority of that person to appoint a proxy or appointing a different proxy.
Subdivision 2. Duration. The appointment of a proxy is valid for 11 months, unless a longer period is
expressly provided in the appointment. No appointment is irrevocable unless the appointment is coupled
with an interest in the shares or in the corporation.
Subdivision 3. Termination. An appointment may be terminated at will, unless the appointment is coupled
with an interest, in which case it shall not be terminated except in accordance with the terms of the
agreement, if any, between the parties to the appointment. Termination may be made by filing written
notice of the termination of the appointment with an officer of the corporation, or by filing a new written
appointment of a proxy with an officer of the corporation. Termination in either manner revokes all prior
proxy appointments and is effective when filed with an officer of the corporation.
Subdivision 4. Revocation by death, incapacity. The death or incapacity of a person appointing a proxy
does not revoke the authority of the proxy, unless written notice of the death or incapacity is received by an
officer of the corporation before the proxy exercises the authority under that appointment.
Subdivision 5. Multiple proxies. Unless the appointment specifically provides otherwise, if two or more
persons are appointed as proxies for a shareholder:
1.
2.
Any one of them may vote the shares on each item of business in accordance with specific
instructions contained in the appointment; and
If no specific instructions are contained in the appointment with respect to voting the shares on a
particular item of business, the shares shall be voted as a majority of the proxies determine. If the
proxies are equally divided, the shares shall not be voted.
Subdivision 6. Vote of proxy accepted; liability. Unless the appointment of a proxy contains a restriction,
limitation or specific reservation of authority, the corporation may accept a vote or action taken by a
person named in the appointment. The vote of a proxy is final, binding and not subject to challenge, but the
proxy is liable to the shareholder or beneficial owner for damages resulting from a failure to exercise the
proxy or from an exercise of the proxy in violation of the authority granted in the appointment.
Subdivision 7. Limited authority. If a proxy is given authority by a shareholder to vote on less than all
items of business of shareholders, the shareholder is considered to be present and entitled to vote by the
proxy for purposes of Section 11-437, subdivision 1, only with respect to those items of business for which
the proxy has authority to vote. A proxy who is given authority by a shareholder who abstains with respect
to an item of business is considered to have authority to vote on the item of business for purposes of this
subdivision. [TCR 94-124]
11-453
Voting trusts.
Subdivision 1. Authorization; period; termination. Shares in a corporation may be transferred to a trustee
pursuant to written agreement, for the purpose of conferring on the trustee the right to vote and otherwise
represent the beneficial owner of those shares for a period not exceeding 15 years, except that if the
agreement is made in connection with an indebtedness of the corporation, the voting trust may extend until
the indebtedness is discharged. Unless otherwise specified in the agreement, the voting trust may be
terminated at any time by the beneficial owners of a majority of the voting power of the shares held by the
trustee. A copy of the agreement shall be filed with the corporation.
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Subdivision 2. Voting by trustee. Unless otherwise provided in the trust agreement, if there are two or
more trustees, the manner of voting is determined as provided in Section 11-445, subdivision 5. [TCR
94-124]
11-455 Shareholder voting agreements. A written agreement among persons who are then
shareholders or subscribers for shares to be issued, relating to the voting of their shares, is valid and
specifically enforceable by and against the parties to the agreement. The agreement may override
provisions of Section 11-449 regarding proxies and is not subject to the revisions of Section 11-453
regarding voting trusts. [TCR 94-124]
11-457
Shareholder control agreements.
Subdivision 1. Authorized. A written agreement among the shareholders of a corporation and the
subscribers for shares to be issued, relating to the control of any phase of the business and affairs of the
corporation, its liquidation and dissolution, or relations among shareholders of or subscribers to shares of
the corporation is valid and specifically as provided in subdivision 2.
Subdivision 2. Method of approval; enforceability; copies.
1.
2.
3.
A written agreement among persons described in subdivision 1 that relates to the control of or the
liquidation and dissolution of the corporation, the relations among them or any phase of the
business and affairs of the corporation, including, without limitation, directors or officers, the
employment of shareholders by the corporation, or the arbitration of disputes, is valid and
specifically enforceable, if the agreement is signed by all persons who are then the shareholders of
the corporation, whether or not the shareholders all have voting shares, and the subscribers for
shares, whether or not voting shares, to be issued.
The agreement is enforceable by the persons described in subdivision 1 who are parties to it and is
binding upon and enforceable against only those persons and other persons having knowledge of
the existence of the agreement. A copy of the agreement shall be filed with the corporation. The
existence and location of a copy of the agreement shall be noted conspicuously on the face or back
of each certificate for shares issued by the corporation and on each transaction statement.
A shareholder, a beneficial owner of shares, or another person having a security interest in shares
has the right upon written demand to obtain a copy of the agreement from the corporation at the
expense of the corporation.
Subdivision 3. Liability. The effect of an agreement authorized by this Section is to relieve the board and
the director or directors in their capacities as directors of, and to impose upon the parties to the agreement,
the liability for acts and omissions imposed by law upon directors to the extent that and so long as the
discretion or powers of the director in management of the business and affairs of the corporation are
exercised by the directors under a provision in the agreement. A shareholder is not liable pursuant to this
subdivision by virtue of a shareholder vote, if the shareholder had no right to vote on the action.
Subdivision 4. Other agreements. This Section does not apply to, limit, or restrict agreements otherwise
valid, nor is the procedure set forth in this Section the exclusive method of agreement among shareholders
or between the shareholders and the corporation with respect to any of the matters described in this Section.
[TCR 94-124]
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11-461
Books and records; inspection.
Subdivision 1. Share register, dates of issuance.
1.
2.
A corporation shall keep at its principal executive office, or at another place or places within the
United States determined by the board, a share register not more than one year old, containing the
names and addresses of the shareholders and the number and classes of shares held by each
shareholder.
A corporation shall also keep, at its principal executive office, or at another place or places within
the United States determined by the board, a record of the date on which certificates or transaction
statements representing shares were issued.
Subdivision 2. Other documents required. A corporation shall keep at its principal executive office, or, if
its principal executive office is outside the reservation, shall make available at its registered office within
ten days after receipt by an officer of the corporation of a written demand for them made by a person
described in subdivision 4, originals or copies of:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Records of proceedings of shareholders for the last three years;
Records of all proceedings of the board for the last three years;
Its articles and all amendments currently in effect;
Its bylaws and all amendments currently in effect;
Financial statements required by Section 11-463 and the financial statement for the most recent
interim period prepared in the course of the operation of the corporation for distribution to the
shareholders or to a governmental agency as a matter of public record;
Reports made to shareholders generally within the last three years;
A statement of the names and usual business addresses of its directors and principal officers;
Voting trust agreements described in Section 11-453;
Shareholder control agreements described in Section 11-457; and
A copy of agreements, contracts, or arrangements or portions of them incorporated by reference
under Section 11-401, subdivision 3.
Subdivision 3. Financial records. A corporation shall keep appropriate and complete financial records.
Subdivision 4. Right to inspect.
1.
2.
3.
A shareholder, beneficial owner, or a holder of a voting trust certificate of a corporation that is not
a publicly-held corporation has an absolute right, upon written demand, to examine and copy, in
person or by a legal representative, at any reasonable time:
a.
The share register; and
b.
All documents referred to in subdivision 2.
A shareholder, beneficial owner, or a holder of a voting trust certificate of a corporation that is not
a publicly-held corporation has a right upon written demand, to examine and copy, in person or by
a legal representative other corporate records at any reasonable time only if the shareholder
beneficial owner, or holder of a voting trust certificate demonstrates a proper purpose for the
examination.
A shareholder, beneficiary or a holder of a voting trust certificate of a publicly-held corporation
has, upon written demand stating the purpose and acknowledged before the Tribal Secretary, a
right at any reasonable time to examine and copy the corporation’s share register and other
corporate records reasonably related to the stated purpose and described with reasonable
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4.
particularity in the written demand upon demonstrating the stated purpose to be a proper purpose.
The acknowledged or verified demand must be directed to the corporation at its registered office on
the Reservation or at its principal place of business.
For purposes of this Section, a proper purpose is one reasonably related to the personal interest as
a shareholder, beneficial owner, or holder of a voting trust certificate of the corporation.
Subdivision 5. Protective orders. On application of the corporation, the Court may issue a protective order
permitting the corporation to withhold portions of the records of proceedings of the board for a reasonable
period of time, not to exceed 12 months, in order to prevent premature disclosure of confidential
information which would be likely to cause competitive injury to the corporation. A protective order may
be renewed for successive reasonable periods of time, each not to exceed 12 months and in total not to
exceed 36 months, for good cause shown. In the event a protective order is issued, the statute of limitations
for any action which the shareholder, beneficial owner, or holder of a voting trust certificate might bring as
a result of information withheld automatically extends for the period of delay. If the Court does not issue a
protective order with respect to any portion of the records of proceedings as requested by the corporation, it
shall award reasonable expenses, including attorney’s fees and disbursements, to the shareholder, beneficial
owner, or holder of a voting trust certificate. This subdivision does not limit the right of the Court to grant
other protective orders or impose other reasonable restrictions on the nature of the corporate records that
may be copied or examined under subdivision 4 or the use or distribution of the records by the demanding
shareholder, beneficial owner, or holder of a voting trust certificate.
Subdivision 6. Other use prohibited. A shareholder, beneficial owner, or holder of a voting trust certificate
who has gained access under this Section to any corporate record including the share register may not use
or furnish to another for use the corporate record or a portion of the contents for any purpose other than a
proper purpose. Upon application of the corporation, the Court may issue a protective order or order other
relief as may be necessary to enforce the provisions of this subdivision.
Subdivision 7. Cost of copies. Copies of the share register and all documents referred to in subdivision 2,
if required to be furnished under this Section, shall be furnished at the expense of the corporation. In all
other cases, the corporation may charge the requesting party a reasonable fee to cover the expenses of
providing the copy.
Subdivision 8. Computerized records. The records maintained by a corporation, including its share
register, financial records, and minute books, may utilize any information storage technique, including, for
example, punched holes, printed or magnetized spots, or micro-images, even though that makes them
illegible visually, if the records can be converted accurately and within a reasonable time, into a form that
is legible visually and whose contents are assembled by related subject matter to permit convenient use by
people in the normal course of business. A corporation shall convert any of the records referred to in
subdivision 4 upon the request of a person entitled to inspect them, and the expense of the conversion shall
be borne by the person who bears the expense of copying pursuant to subdivision 7. Copy of the
conversion is admissible in evidence, and shall be accepted for all other purposes, to the same extent as the
existing or original records would be if they were legible visually. [TCR 94-124]
11-463 Financial statements. A corporation shall, upon written request by a shareholder, furnish
annual financial statements, including at least a balance sheet as of the end of each fiscal year and a
statement of income for the fiscal year, which shall be prepared on the basis of accounting methods
reasonable in the circumstances and may be consolidated statements of the corporation and one or more of
its subsidiaries. in the case of statements audited by a public accountant, each copy shall be accompanied
by a report setting forth the opinion of the accountant on the statements; in other cases, each copy shall be
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accompanied by a statement of the chief financial officer or other person in charge of the corporation’s
financial records stating the reasonable belief of the person that the financial statements were prepared in
accordance with accounting methods reasonable in the circumstances, describing the basis of presentation,
and describing any respects in which the financial statements were not prepared on a basis consistent with
those prepared for the previous year. [TCR 94-124]
11-467 Equitable remedies. If a corporation or an officer or director of the corporation violates a
provision of this Code, the Court may, in an action brought by a shareholder of the corporation, grant any
equitable relief it deems just and reasonable in the circumstances and award expenses, including attorney’s
fees and disbursements, to the shareholder. [TCR 94-124]
11-471
Rights of dissenting shareholders.
Subdivision 1. Actions creating rights. A shareholder of a corporation may dissent from, and obtain
payment for the fair value of the shareholder’s shares in the event of, any of the following corporate
actions:
1.
2.
3.
4.
5.
An amendment of the articles that materially and adversely affects the rights or preferences of the
shares of the dissenting shareholder in that it:
a.
alters or abolishes a preferential right of the shares;
b.
creates, alters, or abolishes a right in respect of the redemption of the shares, including a
provision respecting a sinking fund for the redemption or repurchase of the shares;
c.
alters or abolishes a preemptive right of the holder of the shares to acquire shares,
securities other than shares, or rights to purchase shares or securities other than shares;
d.
excludes or limits the right of a shareholder to vote on a matter, or to cumulate votes,
except as the right may be excluded or limited through the authorization or issuance of
securities of an existing or new class or series with similar or different voting rights;
A sale, lease, transfer, or other disposition of all or substantially all of the property and assets of
the corporation not made in the usual or regular course of its business, but not including a
disposition in dissolution described in Section 11-729, subdivision 2, or a disposition pursuant to
an order of a court, or a disposition for cash on terms requiring that all or substantially all of the
net proceeds of disposition be distributed to the shareholders in accordance with their respective
interests within one year after the date of disposition;
A plan of merger, whether or not under this Code, to which the corporation is a party, except as
provided in subdivision 3;
A plan of exchange, whether or not under this Code, to which the corporation is a party as the
corporation whose shares will be acquired by the acquiring corporation, if the shares of the
shareholder are entitled to be voted on the plan; or
Any other corporate action taken pursuant to a shareholder vote with respect to which the articles,
the bylaws, or a resolution approved by the board directs that dissenting shareholders may obtain
payment for their shares.
Subdivision 2. Beneficial owners.
1.
A shareholder shall not assert dissenter’s rights as to less than all of the share in the name of the
shareholder, unless the shareholder dissents with respect to all the shares that are beneficially
owned by another person but registered in the name of the shareholder and discloses the name and
address of each beneficial owner on whose behalf the shareholder dissents. In that event, the rights
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2.
of the dissenter shall be determined as if the shares as to which the shareholder has dissented and
the other shares were registered in the names of different shareholders.
A beneficial owner of shares who is not the shareholder may assert dissenter’s rights with respect
to shares held on behalf of the beneficial owner, and shall be treated as a dissenting shareholder
under the terms of this Section and Section 11-473, if the beneficial owner submits to the
corporation at the time of or before the assertion of the rights a written consent of the shareholder.
Subdivision 3. Rights not to apply. The right to obtain payment under this Section does not apply to a
shareholder of the surviving corporation in a merger, if the shares of the shareholder are not entitled to be
voted on the merger.
Subdivision 4. Other rights. The shareholders of a corporation who have a right under this Section to
obtain payment for their shares do not have a right at law or in equity to have a corporate action described
in subdivision 1 set aside or rescinded, except when the corporate action is fraudulent with regard to the
complaining shareholder or the corporation. [TCR 94-124]
11-473
Procedures for asserting dissenter’s rights.
Subdivision 1. Definitions.
1.
2.
3.
4.
For purposes of this Section, the terms defined in this subdivision have the meanings given them.
“Corporation” means the issuer of the shares held by a dissenter before the corporate action
referred to in Section 11-471, subdivision 1 or the successor by merger of that issuer.
“Fair value of the shares” means the value of the shares of a corporation immediately before the
effective date of the corporate action referred to in Section 11-471, subdivision 1.
“Interest” means interest commencing five days after the effective date of the corporate action
referred to in Section 11-471, subdivision 1, up to and including the date of payment, calculated at
the rate provided by the laws of the Tribe for interest on verdicts and judgments, or if the laws of
the Tribe do not establish a rate, then at the rate provided by the laws of the State of Nebraska for
interest on verdicts and judgments.
Subdivision 2. Notice of action. If a corporation calls a shareholder meeting at which any action described
in Section 11-471, subdivision 1 is to be voted upon, the notice of the meeting shall inform each
shareholder of the right to dissent and shall include a copy of Section 11-471 and this Section and a brief
description of the procedure to be followed under these sections.
Subdivision 3. Notice of dissent. If the proposed action must be approved by the shareholders, a
shareholder who wishes to exercise dissenter’s rights must file with the corporation before the vote on the
proposed action a written notice of intent to demand the fair value of the shares owned by the shareholder
and must not vote the shares in favor of the proposed action.
Subdivision 4. Notice of procedure; deposit of shares.
1.
After the proposed action has been approved by the board and, if necessary, the shareholders, the
corporation shall send to all shareholders who have complied with subdivisions and to all
shareholders entitled to dissent if no shareholder vote was required, a notice that contains:
a.
The address to which a demand for payment and certificates of certificated shares must be
sent in order to obtain payment and the date by which they must be received;
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b.
2.
Any restrictions on transfer of uncertificated shares that will apply after the demand for
payment is received;
c.
A form to be used to certify the date on which the shareholder, or the beneficial owner on
whose behalf the shareholder dissents, acquired the shares or an interest in them and to
demand payment; and
d.
A copy of Section 11-471 and this Section and a brief description of the procedures to be
followed under these sections.
In order to receive the fair value o
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