6.20.050 Incorporation and Amendment

6.20.050 Incorporation and Amendment.

(1) Who May Incorporate. The incorporators of a business must:

(a) Be at least 18 years of age; and

(b) Own the business that is the subject of the incorporation.

(a) The incorporator must deliver two duplicate originals of the articles of incorporation, along with the required nonrefundable filing fee of $25.00, to the Tribe’s Finance Department.

(b) If the Tribe’s Finance Department finds that the articles of incorporation conform to the requirements of this chapter, it shall:

(i) Endorse on each duplicate original the word “filed” and the month, day, and year of the filing thereof;

(ii) Maintain one such duplicate original in the Finance Department Office;

(iii) Issue a certificate of incorporation; and

(iv) Return the certificate of incorporation and the other duplicate original to the incorporators.

(3) Effect of Issuance of Certificate of Incorporation. Upon the issuance of the certificate of incorporation, the corporate existence shall begin.

(a) A corporation may amend or restate its articles of incorporation.

(b) The articles of amendment or restatement shall be executed by the corporation’s president or by a vice president, and the secretary or an assistant secretary.

(c) Duplicate originals of the articles of amendment or restatement shall be delivered to the Finance Department. If the Finance Department determines that the articles of amendment or restatement conform to tribal law, the Finance Department shall:

(i) Endorse on each duplicate original the world “filed” and the month, day and year of such filing thereof;

(ii) Maintain one such duplicate original in the office of the Finance Department; and

(iii) Issue a certificate of amendment to which the Finance Department shall affix the other duplicate original and return to the corporation.

(5) Effect of Certificate of Amendment. Upon the issuance of the certificate of amendment by the Finance Department, the amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly.

(a) Notice of amendment, merger, consolidation, or voluntary dissolution of all corporations subject to this chapter shall be published in the tribal newsletter or posted on the Tribe’s website once each week for three consecutive weeks. Such notice of incorporation shall show:

(i) The name of the corporation;

(ii) The address of the registered office;

(iii) The purpose or purposes for which the corporation is organized;

(iv) The time of the commencement and termination of the corporation and, if the corporation is to have a perpetual existence, such fact must be stated;

(v) A brief synopsis of the amendment, merger, or consolidation, or, for a voluntary dissolution, the terms and conditions of such dissolution with a statement of assets and liabilities of the corporation; and

(vi) By what officers the affairs of the corporation are to be conducted.

(b) Proof of publication of any of the foregoing required notices shall be filed in the office of the Finance Department.

(c) In the event any notice required to be given pursuant to this section is not given, but is subsequently published for the required time, and proof of the publication thereof is filed in the office of the Finance Department, the acts of such corporation prior to and after such publication shall be valid. [Res. 2020-04-005 § 2, 2020.]