(a) The corporate name must contain the word “corporation,” “company,” incorporated,” or “limited,” or must contain an abbreviation of one of such words;

(b) The corporate name must not contain any word or phrase that indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation;

(c) The corporate name must not imply or claim that it is associated with or part of the Samish Tribal Government unless it is a corporation established by the Tribe or Samcor and is specifically intended to be an arm of the Tribe; and

(d) The corporate name must not be the same as, or deceptively similar to, the name of any corporation existing under the laws of the Tribe or the state of Washington and shall not use the name of the Tribe.

(a) The name of the corporation;

(b) The address of the registered office of the corporation and the name of its registered agent, if any, at that address;

(c) The aggregate number of shares that the corporation has authority to issue;

(d) The name and address of each incorporator;

(e) The period of duration, which may be perpetual;

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

(g) If the shares are to be divided into classes, the designation of each class and a statement of the preferences, limitations and relative rights in respect of the shares of each class;

(h) If the corporation is to issue the shares of any preferred or special class in series, then the description of each series and a statement of the variations in the relative rights and preferences as between series insofar as the same are to be fixed in the articles of incorporation, and a statement of any authority to be vested in the board of directors to establish series and fix and determine the variations in the relative rights and preferences as between series;

(i) Any provision limiting or denying to shareholders preemptive rights;

(j) Any provision, consistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation;

(k) Any other provisions consistent with law relating to the management of the business or the regulation of the affairs of the corporation; and

(l) Any other corporate powers desired but not enumerated in this chapter.

(a) The power to adopt, amend or repeal the bylaws is vested in the board of directors;

(b) The corporation does not permit cumulative voting for directors;

(c) The affirmative vote of a majority of directors present is required for an action of the board of directors;

(d) A written action by the board of directors taken without a meeting must be signed by all participating directors;

(e) The board of directors may authorize the issuance of securities and rights to purchase securities;

(f) All shares have equal rights and preferences in all matters not otherwise provided for by the board of directors;

(g) The board of directors or the shareholders may issue shares for any consideration or for no consideration to effectuate share dividends or splits, and may determine the value of nonmonetary consideration;

(h) 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, unless authorized by a majority of the voting power of the shares of the same class or series as the shares to be issued;

(i) A corporation may issue rights to purchase securities whose terms, provisions and conditions are fixed by the board of directors;

(j) 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 chapter requires the affirmative vote of a majority of the voting power of all shares entitled to vote;

(k) Shares of a corporation acquired by the corporation may be reissued;

(l) Each share has one vote unless otherwise provided in the terms of the share; and

(m) Except as otherwise limited by this chapter, a corporation shall have the power to sue and be sued in the Tribal Court; provided, however, that any recovery against a corporation shall be limited to the assets of the corporation.

(a) Directors serve for one-year term that runs from the date of their election by the shareholders;

(b) The compensation of the board of directors is fixed by the board of directors;

(c) If the board of directors fails to select a place for a board of directors meeting, it must be held at the principal executive office;

(d) A director may call a board of directors meeting, and the notice of the meeting need not state the purpose of the meeting;

(e) A majority of the board of directors is a quorum for a meeting;

(f) Officers may delegate some or all of their duties and powers, if not prohibited from doing so;

(g) Regular meetings of shareholders need not be held, unless demanded by a shareholder;

(h) Not less than five days’ notice is required for a meeting of shareholders;

(i) 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;

(j) The board of directors 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 an entitled to vote at the meeting;

(k) Indemnification of directors is required (except for such directors’ gross negligence or willful misconduct); and

(l) The board of directors may authorize, and the corporation may make, distributions not prohibited, limited or restricted by an agreement. [Res. 2020-04-005 § 2, 2020.]