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Absentee-Shawnee Tribe of Indians of Oklahoma

 

Absentee Shawnee Tribe of Indians of Oklahoma Tribal Code
Corporations
Chapter Twelve. Nonprofit Corporations

 

Section 1201. Definitions

For the purpose of this Chapter, unless the context otherwise requires, the terms defined in this section shall have the meanings ascribed to them as follows:

(a) “Corporation” means a nonprofit corporation formed for a purpose not involving pecuniary gain to its shareholders or members, paying no dividends or other pecuniary remuneration, directly or indirectly, to its shareholders or members as such, and having no capital stock.

(b) “Notice” means written notification of a meeting:

(1) Stating time, place, and, in the case of a special meeting, purpose,

(2) Properly addressed according to the last available corporate records,

(3) Sent or delivered by a duly authorized person to each director or member entitled to vote at the meeting, and

(4) Delivered or mailed not less than five (5) nor more than thirty (30) days before the meeting, excluding the day of the meeting, or a published notification of a meeting of a corporation having at least one hundred members, if its board of directors should elect to give such notification thereof in lieu of written notification, to be made by publication in a newspaper of general circulation published in the reservation two (2) successive weeks previous to the date of the meeting, stating the time, place, and, in the case of a special meeting its purpose.

(c) “Articles” means the original Articles of Incorporation as amended, articles of merger, or articles of consolidation and incorporation, as the case may be.

(d) “Bylaws” means the code adopted for the regulation or management of the internal affairs of the corporation, regardless of how designated.

(e) “Member” means an entity, either corporation or natural, having any membership or shareholder rights in a corporation in accordance with its articles, bylaws, or both.

(f) “Directors” means the persons vested with the general management of the affairs of the corporation, regardless of how they are designated.

Absentee Shawnee Corporation Act Section 1201, AST CORP Act Section 1201



Section 1202. Purposes of a Nonprofit Corporation

A nonprofit corporation may be formed under this Chapter for any lawful purpose or purposes.

Absentee Shawnee Corporation Act Section 1202, AST CORP Act Section 1202



Section 1203. Incorporators

Three or more natural persons legally competent to enter into contracts may form a nonprofit corporation under this Chapter.

Absentee Shawnee Corporation Act Section 1203, AST CORP Act Section 1203



 

Section 1204. Articles of Incorporation

The articles shall be signed by each of the incorporators and acknowledged by at least three of them. The articles of the corporation organized under this Chapter shall state:

(a) The name of the corporation;

(b) The purpose of the corporation;

(c) That the corporation does not afford pecuniary gain, incidentally or otherwise, to its members;

(d) The period of duration of corporate existence which may be perpetual;

(e) The location, by city, town, or other community, and the name of its registered agent and registered office in this reservation;

(f) The name and address of each incorporator;

(g) The number of directors constituting the first board of directors, the name and address of each such director, and the tenure in office of the first directors.

The Articles of Incorporation may contain any other provision, consistent with the law of the Absentee Shawnee Tribe for regulating the business of the corporation or the conduct of the corporate affairs.

Absentee Shawnee Corporation Act Section 1204, AST CORP Act Section 1204



Section 1205. Corporate Name

A corporation organized pursuant to this Chapter may use any corporation name authorized for use pursuant to Section 306 of this Title, provided, that it shall not be necessary for a nonprofit corporation to use the word “corporation,” “company,” “incorporated,” or “limited” or an abbreviation of one of those words in its corporate name.

Absentee Shawnee Corporation Act Section 1205, AST CORP Act Section 1205



Section 1206. Corporate Capacity and Powers

A nonprofit corporation incorporated under this Chapter shall have general corporate capacity, and shall have and possess all of the general powers of a domestic corporation incorporated under this Title.

Absentee Shawnee Corporation Act Section 1206, AST CORP Act Section 1206



Section 1207. Filing of Articles

The Articles of Incorporation shall be filed in the Office of the Secretary. If the articles conform to law, and upon the payment of a fee of ten dollars ($10.00), the Secretary shall record the articles and issue and record a certificate of incorporation. The certificate shall state the name of the corporation and the fact and date of incorporation. Corporate existence shall begin upon the issuance by the Secretary of the certificate of incorporation.

Absentee Shawnee Corporation Act Section 1207, AST CORP Act Section 1207



Section 1208. Amendment of Articles

Every nonprofit corporation wishing to change its name or otherwise amend its Articles of Incorporation shall pay a fee of ten dollars ($10.00) and shall make a change or amendment in the following manner: The board of directors shall pass a resolution reciting that such change of name or amendment is advisable, and a certified copy of said resolution under the corporate seal shall be filed in the office of the Secretary. In addition, in the event of a change in the name of such corporation, a notice of such change of name shall be published once in a newspaper having general circulation in the reservation. The text and application of the amendment shall be set out in the resolution. Upon filing of the resolution, and proof of publication, if necessary, in the office of the Secretary, the Articles of Incorporation shall be deemed amended.

Absentee Shawnee Corporation Act Section 1208, AST CORP Act Section 1208



Section 1209. Organizational Meeting

After commencement of corporate existence, the first meeting of the board of directors shall be held at the call of the incorporators or the directors, after notice, for the purpose of adopting the initial bylaws, electing officers, performing other acts in the internal organization of the corporation, and for such other purposes as shall be stated in the notice of the meeting. Such meeting shall be held within thirty (30) days after the issuance of a Certificate of Incorporation by the Secretary. The first meeting of the members shall be held at the call of an officer or of the initial board of directors, after notice. The initial bylaws adopted by the board of directors shall remain effective until legally amended or repealed at a membership meeting duly called for the specific purpose of amending or repealing the bylaws.

Absentee Shawnee Corporation Act Section 1209, AST CORP Act Section 1209



Section 1210. Disposition of Assets

Notwithstanding any provision of Tribal law or in the Articles of Incorporation to the contrary, the Articles of Incorporation of each nonprofit corporation which is an exempt charitable, religious, literary, educational, or scientific organization as described in Section 501(c)(3) of the Federal Internal Revenue Code of 1954, as amended, shall be conclusively deemed to contain the following provisions: Upon the dissolution of the corporation, the board of trustees shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, literary or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or the corresponding provision of any future United States Internal Revenue Law, as the board of trustees shall determine. Any such assets not do disposed of shall be disposed of by the Tribal Court, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

Absentee Shawnee Corporation Act Section 1210, AST CORP Act Section 1210



Section 1211. General Corporate Laws Applicable

The provisions of this Title shall generally apply to corporations organized pursuant to this Chapter except where a different rule is provided in this Chapter, provided, that nonprofit corporations formed exclusively for charitable, religious, literary, educational, or scientific purposes which qualify as a corporation exempt from federal taxation pursuant to Section 501(c)(3) of Title 26 of the United States Code, as amended, or any successor provision to this section, shall be exempt from payment of any franchise taxes or license fees. In no case shall any filing fee required by this Title exceed ten dollars ($10.00) for such exempt corporations. An exempt nonprofit corporation may, but it not required, to file an annual report with the Secretary.

Absentee Shawnee Corporation Act Section 1211, AST CORP Act Section 1211

Section 1300. Effective Date

This Title shall be in full force and effect according to its terms from and after the date of enactment by the Business Committee.

Absentee Shawnee Corporation Act Section 1300, AST CORP Act Section 1300

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