6.20.190 Voluntary Dissolution | Samish Tribal Code

6.20.190 Voluntary Dissolution.

(1) Voluntary Dissolution by Incorporators. A corporation which has not commenced business and which has not issued any shares may be voluntarily dissolved by its incorporators at any time in the following manner:

(a) Articles of dissolution shall be executed in duplicate by a majority of the incorporators and verified by them and shall set forth:

(i) The name of the corporation;

(ii) The date of issuance of its certificate of incorporation;

(iii) That none of its shares have been issued;

(iv) That the corporation has not commenced business;

(v) That the amount, if any, actually paid on subscriptions for its shares, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto;

(vi) That no debts of the corporation remain unpaid; and

(vii) That a majority of the incorporators elect that the corporation be dissolved.

(b) Duplicate originals of the articles of dissolution shall be delivered to the Finance Department. If the Finance Department finds that the articles of dissolution conform to law, it shall:

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

(ii) File one of the duplicate originals in the office of the Finance Department; and

(iii) Issue a certificate of dissolution to which the Finance Department shall affix the other duplicate original.

(c) The certificate of dissolution, together with the duplicate original of the articles of dissolution affixed thereto by the Finance Department, shall be returned to the incorporators or their representative. Upon the issuance of such certificate of dissolution, the existence of the corporation shall cease.

(a) A corporation may be voluntarily dissolved by written consent of all of its shareholders. A corporation wholly owned and operated by the Tribe shall only be dissolved voluntarily by a resolution adopted by a two-thirds majority of the then-voting members of the Tribal Council, upon recommendation and approval of such resolution by the board of directors of the dissolving corporation.

(b) Upon the execution of such written consent, a statement of intent to dissolve shall be executed in duplicate by the corporation’s president or vice president, or in the case of corporations wholly owned by the Tribe, by the chair and vice chair of the Tribal Council, and in all cases, by the corporation’s secretary or an assistant secretary, and verified by one of the officers signing such statement, which statement shall set forth:

(i) The name of the corporation;

(ii) The name and respective addresses of its officers;

(iii) The name and respective addresses of its directors;

(iv) A copy of the written consent signed by all shareholders of the corporation, or a certified copy of the resolution adopted by the Tribal Council; and

(v) A statement that such written consent has been signed by all shareholders of the corporation or signed in their names by their attorneys authorized to do so.

(3) Voluntary Dissolution by Act of Corporation. A corporation may be dissolved by the act of the corporation, when authorized in the following manner:

(a) The board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of such dissolution be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting. If a corporation is partially owned and operated by the Tribe, the Tribal Council shall consent for its shares. If a corporation is wholly owned and operated by the Tribe, the Tribal Council shall consent to dissolve the corporation.

(b) Written notice shall be given to each shareholder entitled to vote in the manner provided in this chapter for giving notice of meetings to shareholders, and shall state that the purpose of the meeting is to consider dissolving the corporation.

(c) At the meeting, shareholders entitled to vote shall vote on a resolution to dissolve the corporation. The resolution shall be adopted upon receiving the majority vote of the shareholders entitled to vote.

(d) Upon the adoption of the resolution, a statement of intent to dissolve shall be executed in duplicate by the corporation by its president or a vice president and by its secretary or an assistant secretary or in the case of corporations wholly owned by the Tribe, by the chair and vice chair of the Tribal Council, and verified by one of the officers signing such statement, and statement shall set forth:

(i) The name of the corporation;

(ii) The name and respective addresses of its officers;

(iii) The name and respective addresses of its directors;

(iv) A copy of the resolution adopted by the shareholders or the Tribal Council authorizing the dissolution of the corporation;

(v) The number of shares outstanding and their class, if any; and

(vi) The number of shares voted for and against the resolution and their class, if any.

(4) Filing of Statement of Intent to Dissolve. Duplicate originals of the statement of intent to dissolve, whether by consent of shareholders or Tribal Council or by act of the corporation, shall be delivered to the Finance Department. If the Finance Department finds that such statement conforms to law, the Finance Department shall:

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

(b) File one of such duplicate originals in the office of the Finance Department; and

(5) Effect of Statement of Intent to Dissolve. Upon the filing with the Finance Department the statement of intent to dissolve, the corporation shall cease to carry on its business, except insofar as may be necessary for the winding up thereof. Its corporate existence shall continue until a certificate of dissolution has been issued.

(6) Procedure after Filing of Statement of Intent to Dissolve. After filing with the Finance Department a statement of intent to dissolve, the corporation shall:

(a) Immediately cause notice to be mailed to each known creditor of the corporation; and

(b) Proceed to collect its assets, convey and dispose of its properties as are not to be distributed to its shareholders or to the Tribe as provided in this chapter.

(7) Distribution of Assets. The assets of a corporation in the process of dissolution shall be applied and distributed as follows:

(a) All liabilities and obligations of the corporation shall be paid, satisfied, and discharged, or adequate provisions shall be made therefore.

(b) Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements.

(c) Remaining assets shall be distributed, either in cash or in kind, among its shareholders according to their respective rights and interests, unless the corporation is owned and operated, in whole or in part, by the Tribe. In that event, the remainder of its assets shall be conveyed to the Tribal Council according to its respective rights and interest. The Tribal Council shall hold them or their proceeds in trust for two years or until the resolution of any legal action involving them. Under no circumstances shall the Tribal Council assume any liability not covered by the assets so held. Upon the trust’s expiration, the Tribal Council may distribute the assets in accordance with federal and tribal law.

(d) Other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distribution rights of shareholders or provide for distribution to others.

(a) A plan providing for the distribution of assets may be adopted by a corporation in the process of dissolution for the purpose of authorizing any transfer or conveyance of assets in the following manner:

(i) Where a corporation has issued shares of stock, the board of directors shall adopt a resolution recommending a plan of distribution and directing that the plan be submitted to a vote at a meeting of shareholders. Written notice setting for the proposed plan of distribution shall be given to each shareholder entitled to vote as provided in this chapter. The plan of distribution shall be adopted upon receiving at least two-thirds of the votes entitled to be cast. If any of the shares are held by the Tribe, the Tribal Council shall vote the Tribe’s shares.

(ii) Where a corporation is wholly owned and operated by the Tribe, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office and must be approved by a two-thirds vote of Tribal Council.

(b) Any plan of distribution adopted according to subsection (8)(a)(i) or (8)(a)(ii) of this section shall reflect the rights and preference of all outstanding shares.

(9) Articles of Dissolution. When all debts, liabilities and obligations of the corporation have been paid or discharged, or adequate provision has been made therefor, and all of the remaining property and assets of the corporation have been distributed to its shareholders, articles of dissolution shall be executed in duplicate by the corporation by its president or a vice president, and by its secretary or an assistant secretary, which statement shall set forth:

(a) The name of the corporation;

(b) That all debts, obligations and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor;

(c) That all the remaining property and assets of the corporation have been distributed among its shareholders in accordance with their respective rights and interests; and

(d) That there are no suits pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order or decree which may be entered against it in any pending suit.

(a) Duplicate originals of such articles of dissolution shall be delivered to the Finance Department. If the Finance Department finds that such articles of dissolution conform to tribal law, the Finance Department shall:

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

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

(iii) Issue a certificate of dissolution to which the Finance Department shall affix the other duplicate original.

(b) The certificate of dissolution, together with the duplicate original of the articles of dissolution affixed thereto by the Finance Department, shall be returned to the representative of the dissolved corporation. Upon the issuance of such certificate of dissolution the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by shareholders, directors and officers. [Res. 2020-04-005 § 2, 2020.]