6.20.170 Shareholders.
(1) Meetings of Shareholders. A corporation may hold a meeting of shareholders on an annual or other less frequent periodic basis. Annual meetings need not be held within Samish Indian Country, but annual meetings of corporations wholly owned by the Tribe shall, if held, be held within 100 miles of the Tribe’s Government Offices.
(2) Demand of Shareholders for Meetings. If a regular meeting of shareholders has not been held during the preceding calendar year, a shareholder or shareholders may demand a regular meeting of shareholders by written notice of demand given to an officer of the corporation. Within 30 days after receipt of the demand by an officer, the board of directors shall cause a regular meeting of the 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 of directors fails to do so, the shareholder or shareholders making the demand may call the regular meeting by giving notice as required by subsection (4) of this section, all at the expense of the corporation.
(3) Special Meetings for Corporation Wholly Owned by the Tribe. In the case of corporations wholly owned by the Tribe, a special meeting may be called and held in the same manner as applicable law provides for meetings of the Tribal Council.
(4) Notice of Shareholders’ Meetings. A corporation shall notify shareholders of the date, time and place of each annual or special shareholders’ meeting at least 10 days before the meeting. A shareholder may waive notice and a shareholder may be deemed to have waived notice if the shareholder attends the meeting, unless the shareholder objects at the beginning of the meeting and does not vote during the meeting.
(5) Voting Entitlement of Shares – Proxy Voting. Unless the articles of incorporation or bylaws provide otherwise, and subject to the provisions of STC 6.20.160(3), each outstanding share is entitled to one vote on each matter voted on at a shareholders’ meeting. A shareholder may vote a share in person or by proxy; provided, that the shareholder has appointed a proxy by signing an appointment and filed the appointment with the corporation prior to the meeting.
(6) Voting Trusts and Agreements. One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the trust’s provisions and transferring the shares to the trustee. Two or more shareholders may also provide for the manner in which they will vote their shares by signing an agreement for that purpose. This subsection shall not apply to shares in corporations wholly owned by the Tribe.
(7) Voting Trusts and Agreements Void for Corporations Wholly Owned by the Tribe. Any voting trust or agreement for shares held in a corporation wholly owned by the Tribe shall be void and unenforceable.
(8) 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. The shareholders shall take action by the affirmative vote of the holders of a majority of the shares present and entitled to vote, except where this chapter or the articles or bylaws require a larger proportion or number.
(9) Shareholders’ Right to Dissent and Payment.
(a) Any shareholders of a corporation shall have the right to dissent from and obtain payment for their shares in the event of any of the following corporate actions:
(i) Any plan of merger or consolidation to which the corporation is a party, except as provided in this section;
(ii) Any sale or exchange of all or substantially all of the property and assets of the corporation;
(iii) Any amendment of the articles of incorporation which materially and adversely affects the rights appurtenant to the shares of the dissenting shareholder if such amendment:
(A) Alters of abolishes a preferential right of such shares,
(B) Creates, alters or abolishes a right in respect of the redemption of such shares, including a provision respecting a sinking fund for the redemption or repurchase of such shares,
(C) Alters or abolishes a preemptive right of the holder of such shares to acquire shares or other securities,
(D) Excludes or limits the right of the holder of such shares to vote on any matter or to cumulate his or her votes, except as such right may be limited by dilution through the issuance of shares or other securities with similar voting rights;
(iv) Any other corporate action taken pursuant to a shareholder vote with respect to which the articles of incorporation, the bylaws or a resolution of the board of directors directs that dissenting shareholders shall have a right to obtain payment for their shares.
(b) Dissenter’s Rights.
(i) A record holder of shares may assert dissenter’s rights as to less than all of the shares registered in his or her name.
(ii) A beneficial owner who is not the record holder may assert dissenter’s rights with respect to shares held on his or her behalf and shall be treated as a dissenting shareholder under the terms of this section if he or she submits to the corporation at the time of or before the assertion of these rights a written consent of the record holder.
(c) The right to obtain payments under this section shall not apply to the shareholders of the surviving corporation in a merger if a vote of the shareholders of such corporation is not necessary to authorize such merger or to the shareholders of a bank, trust company, stock-owned savings and loan association, industrial loan and investment company or the holding company of any of such financial institutions.
(d) A shareholder of a corporation who has a right under this section to obtain payment for his or her shares shall have no right at law or in equity to attack the validity of the corporate action that gives rise to his or her right to obtain payment, nor to have the action set aside or rescinded, except when the corporate action is unlawful or fraudulent with regard to the complaining shareholder or to the corporation.
(10) Payment Procedure.
(a) If a proposed corporate action which would give rise to dissenter’s rights under this section is submitted to a vote at a meeting of shareholders, the notice of such meeting shall notify all shareholders that they have or may have a right to dissent and obtain payment for their shares by complying with the terms of this section.
(b) If the proposed corporate action is submitted to a vote of a meeting of shareholders, any shareholder who wishes to dissent and obtain payment for his or her shares must file with the corporation, prior to the vote, a written notice of intent to demand that he or she be paid fair compensation for his or her shares if the proposed action is effectuated and shall refrain from voting his or her shares in approval of such action. A shareholder who fails in either respect shall acquire no right to payment for his or her shares under this section.
(c) If the proposed corporate action is approved by the required vote at a meeting of shareholders, the corporation shall mail a further notice to all shareholders who gave due notice of intention to demand payment and who refrained from voting in favor of the proposed action. If the proposed corporate action is to be taken without a vote of shareholders, the corporation shall send to all shareholders who are entitled to dissent and demand payment for their shares a notice of the adoption of the plan of corporate action, as well as instructions for submitting a demand for payment.
(d) A shareholder who fails to demand payment pursuant to this section shall have no right to receive payment for his or her shares. The dissenter shall retain all other rights of a shareholder until these rights are modified by effectuation of the proposed corporate action.
(e) If the proposed corporate action shall be abandoned or rescinded, the right of the shareholder to be paid the fair value of his or her shares shall cease.
(f) Immediately upon effectuation of the proposed corporate action or upon receipt of demand for payment if the corporate action has already been effectuated, the corporation shall remit to dissenters who have properly made demand and, if their shares are certificated, have deposited their certificates, the amount which the corporation estimates to be the fair value of the shares, with interest if any has accrued. The remittance shall be accompanied by:
(i) A corporation’s closing balance sheet and statement of income for the preceding fiscal year, together with the latest available interim financial statements;
(ii) A statement of the corporation’s estimate of the fair value of the shares; and
(iii) A notice of the dissenter’s right to demand supplemental payment, together with instructions for submitting a demand for supplemental payment.
(g) Fair Value.
(i) If the corporation fails to remit as required by this section, or if the dissenter believes that the amount remitted is less than the fair value of his or her shares or that the interest is not correctly determined, he or she may send the corporation his or her own estimate of the value of the shares or interest and demand payment of the deficiency.
(ii) If the dissenter does not file such an estimate within 30 days after the corporation’s mailing of its remittance, he or she shall be entitled to no more than the amount remitted.
(h) Unsettled Demands.
(i) Within 60 days after receiving a demand for payment pursuant to this section, if any such demands for payment remain unsettled, the corporation shall file in the Tribal Court a petition requesting that the fair value of the shares and interest thereon be determined by the Court.
(ii) All dissenters, wherever residing, whose demands have not been settled shall be made parties to the proceeding as in an action against their shares. A copy of the petition shall be served on each such dissenter.
(iii) The jurisdiction of the Tribal Court shall be plenary and exclusive. The Tribal Court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The dissenters shall be entitled to discovery in the same manner as parties in other civil suits.
(iv) All dissenters who are made parties shall be entitled to judgment for the amount by which the fair value of their shares is found to exceed the amount previously remitted, with interest.
(v) If the corporation fails to file a petition, each dissenter who made a demand and who has not already settled his or her claim against the corporation shall be paid by the corporation the amount demanded by him or her, with interest, and may sue therefor in the Tribal Court.
(i) Right of Corporation to Withhold Remittance. Notwithstanding the foregoing provisions of this section, the corporation may elect to withhold the remittance required by this section from any dissenter with respect to the shares of which the dissenter, or the person on whose behalf the dissenter acts, was not the beneficial owner on the date of the first announcement of the proposed corporate action.
(j) Interest in Shares Following Judgment. Upon payment of the judgment, the dissenting shareholder shall cease to have any interest in such shares.
(k) Disposal of Shares Reacquired by Corporation. Shares reacquired by a corporation pursuant to a payment of the agreed value therefor, or payment of the judgment entered therefor, may be held and disposed of by such corporation as in the case of other treasury shares except that, in the case of an effected merger or consolidation, they may be held and disposed of as the plan of merger or consolidation may otherwise provide. [Res. 2020-04-005 § 2, 2020.]