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Absentee-Shawnee Tribe of Indians of Oklahoma

 

Absentee Shawnee Tribe of Indians of Oklahoma Tribal Code
Corporations
Chapter Eleven. Miscellaneous Provisions

Section 1101. Interrogatories by Secretary

The Secretary may propound to any corporation, domestic or foreign subject to the provisions of this Title, and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enable him to ascertain whether such corporation has complied with all the provisions of this Title applicable to such corporation. Such interrogatories shall be answered within thirty days after the mailing thereof, or within such additional time as shall be fixed by the Secretary and the answers thereto shall be full and complete and shall be made in writing and under oath. If such interrogatories be directed to an individual they shall be answered by him, and if directed to a corporation they shall be answered by the president, vice president, secretary or assistant secretary thereof. The Secretary need not file any document to which such interrogatories relate until such interrogatories be answered as herein provided, and not then if the answers thereto disclose that such document is not in conformity with the provisions of this Title. The Secretary shall certify to the Prosecutor for such action as the Prosecutor may deem appropriate, all interrogatories and answers thereto which disclose a violation of any of the provisions of this Title.

Absentee Shawnee Corporation Act Section 1101, AST CORP Act Section 1101



Section 1102. Information Disclosed by Interrogatories

Interrogatories propounded by the Secretary and the answers thereto shall not be open to public inspection nor shall the Secretary disclose any facts or information obtained therefrom except insofar as his official duty may require the same to be made public or in the event such interrogatories or the answers thereto are required for evidence in any criminal or civil proceedings or in any other action by the Absentee Shawnee Tribe.

Absentee Shawnee Corporation Act Section 1102, AST CORP Act Section 1102



Section 1103. Powers of Secretary

The Secretary shall have the power and authority reasonably necessary to enable him to administer this Title efficiently and to perform the duties therein imposed upon him.

Absentee Shawnee Corporation Act Section 1103, AST CORP Act Section 1103



Section 1104. Appeal from Secretary

If the Secretary shall fail to approve any articles of incorporation, amendment, merger, consolidation or dissolution, or any other document required by this Title to be approved by the Secretary before the same shall be filed in his office, he shall, within twenty days after the delivery thereof to him, give written notice of his disapproval to the person or corporation, domestic or foreign, delivering the same, specifying the reasons therefore. From such disapproval such person or corporation may appeal to the Tribal Court by filing with the clerk of such court a petition setting forth a copy of the articles or other documents sought to be filed and a copy of the written disapproval thereof by the Secretary; whereupon the matter shall be tried de novo by the court, and the court shall either sustain the action of the Secretary or direct him to take such action as the court may deem proper. If the Secretary shall revoke the certificate of authority to transact business in this jurisdiction of any foreign corporation, pursuant to the provisions of this Title, such foreign corporation may likewise appeal to the Tribal Court, by filing with the clerk of such court a petition setting forth a copy of its certificate of authority to transact business in this jurisdiction and a copy of the notice of revocation given by the Secretary; whereupon the matter shall be tried de novo by the court, and the court shall either sustain the action of the Secretary or direct him to take such action as the court may deem proper. Appeals from all final orders and judgments entered by the Tribal Court under this section on review of any ruling or decision of the Secretary may be taken as in other civil actions.

Absentee Shawnee Corporation Act Section 1104, AST CORP Act Section 1104



Section 1105. Certificates and Certified Copies to be Received in Evidence

All certificate issued by the Secretary in accordance with the provisions of this Title, and all copies of documents filed in his office in accordance with the provisions of this Title when certified by him, shall be taken and received in all courts, public offices and official bodies as prima facie evidence of the facts therein stated. A certificate by the Secretary under the great seal of the Absentee Shawnee Tribe, as to the existence or non-existence of the facts relating to corporations shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the existence or non-existence of the facts therein stated.

Absentee Shawnee Corporation Act Section 1105, AST CORP Act Section 1105



Section 1106. Forms to be Furnished by Secretary

All reports required by this Title to be filed in the office of the Secretary shall be made on forms which shall be prescribed and furnished by the Secretary. Forms for all other documents to be filed in the office of the Secretary shall be furnished by the Secretary on request therefore, but the use thereof, unless otherwise specifically prescribed in this Title, shall not be mandatory.

Absentee Shawnee Corporation Act Section 1106, AST CORP Act Section 1106



Section 1107. Greater Voting Requirements

Whenever, with respect to any action to be taken by the shareholders of a corporation, the articles of incorporation require the vote or concurrence of the holders of a greater proportion of the shares, or of any class or series thereof, than required by this Title will respect to such action, the provisions of the articles of incorporation shall control.

Absentee Shawnee Corporation Act Section 1107, AST CORP Act Section 1107



Section 1108. Waiver of Notice

Whenever any notice is required to be given to any shareholder or director of a corporation under the provisions of this Title or under the provisions of the articles of incorporation or by-laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

Absentee Shawnee Corporation Act Section 1108, AST CORP Act Section 1108



Section 1109. Action by Shareholders Without a Meeting

Any action required by this Title to be taken at a meeting of the shareholders of a corporation, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Such consent shall have the same effect as a unanimous vote of shareholders, and may be stated as such in any articles or document filed with the Secretary under this Title.

Absentee Shawnee Corporation Act Section 1109, AST CORP Act Section 1109



Section 1110. Unauthorized Assumption of Corporate Powers

All persons who assume to act as a corporation without authority so to do shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof.

Absentee Shawnee Corporation Act Section 1110, AST CORP Act Section 1110



Section 1111. Application to Foreign and Interstate Commerce

The provisions of this Title shall apply to commerce with foreign nations, with the United States, and with the several states only insofar as the same may be permitted under the provisions of the several treaties and agreements between the Absentee Shawnee Tribe of Oklahoma and the United States.

Absentee Shawnee Corporation Act Section 1111, AST CORP Act Section 1111



Section 1112. Reservation of Power

The Absentee Shawnee Tribe of Indians of Oklahoma shall at all times have power to prescribe such regulations, provisions and limitations as it may deem advisable, which regulations, provisions and limitations shall be binding upon any and all corporations subject to the provisions of this Title, and the Absentee Shawnee Tribe of Oklahoma shall have power to amend, repeal or modify this Title at pleasure.

Absentee Shawnee Corporation Act Section 1112, AST CORP Act Section 1112



Section 1113. Effect of Invalidity of Part of this Title

If a court of competent jurisdiction shall adjudge to be invalid or unconstitutional any clause, sentence, paragraph, section or part of this Title, such judgment or decree shall not affect, impair, invalidate or nullify the remainder of this Title, except for the specific clause, sentence, paragraph, section or part of this Title so adjudged to be invalid or unconstitutional.

Absentee Shawnee Corporation Act Section 1113, AST CORP Act Section 1113



Section 1114. Consent to Tribal Court Jurisdiction

Every corporation, whether domestic or foreign, and every officer, director, stockholder, and employee of such corporation which is authorized to do business within the Tribal jurisdiction pursuant to this Title and which avails itself of the privilege of doing business within the jurisdiction of the Absentee Shawnee Tribe of Oklahoma, shall be conclusively deemed to have consented to the jurisdiction of the Courts of the Absentee Shawnee Tribe.

Absentee Shawnee Corporation Act Section 1114, AST CORP Act Section 1114



Section 1115. Securities Act of 1933 Applicable

The provisions of the United States Securities Act of 1933, as amended, 15 U.S.C. ยง 77(a) et seq. and all rules and regulations of the United States in regard thereto, shall apply to any securities issued by any domestic corporation created by this Title.

Absentee Shawnee Corporation Act Section 1115, AST CORP Act Section 1115



Section 1116. Corporations Doing Business at Effective Date of this Title

Every foreign corporation doing business within the jurisdiction of the Absentee Shawnee Tribe of Indians of Oklahoma on the effective date of this Title shall be permitted one-hundred and twenty days (120) from the effective date of this Title in which to bring themselves into compliance with this Title. During such period of one-hundred twenty (120) days, no such corporation shall be liable for any fine, penalty, seizure or impoundment of property or assets and may not be enjoined by reason of failure to comply with this Title, provided that if such compliance is not achieved within such time, all fines and penalties shall be figured from the effective date of this Title.

Absentee Shawnee Corporation Act Section 1116, AST CORP Act Section 1116



Section 1117. Exemption of Public Service Utility Companies

(a) The provisions of this Title shall not apply to any public service utility company organized or domesticated pursuant to the laws of the State of Oklahoma and subject to regulation by the Corporation Commission of the State of Oklahoma when such corporation's business activities within this jurisdiction consists exclusively of providing one or more of the following services to residents, businesses, the Tribal Government, or other persons lawfully within this jurisdiction:

(1) Telephone, telegraph, and other consumer communications.

(2) Electric service for consumer use.

(3) Natural gas service for consumer use.

(4) Water service for consumer use.

(5) Sewage and trash removal and disposal.

(b) In order to qualify for this exemption, such foreign corporation shall file with the Secretary duplicate originals of an affidavit stating facts sufficient to inform the Secretary that such corporation is entitled to the exemption created by this section. If the Secretary finds that such corporation is entitled to this exemption, he shall:

(1) Endorse on each affidavit the word “Filed,” and the month, day and year of the filing thereof.

(2) File in his office one duplicate original of the affidavit.

(3) Issue a certificate of Exemption to which he shall affix the other duplicate original affidavit. Thereafter such foreign corporation shall be entitled and authorized to conduct exclusively, those exempt business operations described in subsection (a) of this section.

(c) If such corporation wishes to also conduct non-exempt business within the jurisdiction, such corporation shall comply with all the provisions of this Title to the extent that it conducts non-exempt business within this jurisdiction.

(d) Nothing in this section contained shall be construed as preventing any public service utility company defined in subsection (a) of this section from, at its option, refusing or failing to obtain a certificate of exemption authorized by this section and electing to comply with the provisions of this Title as if no exemption were provided.

Absentee Shawnee Corporation Act Section 1117, AST CORP Act Section 1117

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