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Absentee-Shawnee Tribe of Indians of Oklahoma

 

Absentee Shawnee Tribe of Indians of Oklahoma Tribal Code
Corporations
Chapter Thirteen. Shares

Section 1301. Share Acquisitions

(a) One or more domestic corporations may acquire all or part of the outstanding shares of one or more other corporations, whether domestic or foreign, if such acquisition is permitted by the laws of the state, the District of Columbia or tribe under which such foreign corporation is organized and if the board of directors of each corporation adopts and its shareholders approve, if required by subsection (c) of this section, the plan of acquisition.

(b) The plan of acquisition shall set forth:

(1) The name or names of the corporation or corporations whose shares will be acquired and the name or names of the acquiring corporation or corporations;

(2) The terms and conditions of the acquisitions;

(3) The manner and basis of exchanging the shares to be acquired for the consideration proffered;

(4) Any amendments or changes in the articles of incorporation or certificate of incorporation, whichever is applicable, of a corporation which is a party to the plan; and

(5) Such other provisions as the directors shall deem advisable.

(c) After adopting a plan of acquisition, the board of directors of each corporation whose shares are to be acquired, in whole or in part, or whose certificate of incorporation is to be amended, shall submit the plan of acquisition for approval by the shareholders entitled to vote thereon. Due notice of the meeting shall be mailed to each holder of stock, whether voting or nonvoting, of the corporation at his address as it appears on the records of the corporation, at least twenty (20) days prior to the meeting. The notice shall contain a copy of the plan or a brief summary thereof, as the directors shall deem advisable. At the meeting, the plan shall be considered and a vote taken for its adoption or rejection. If a majority of the outstanding stock of the corporation entitled to vote thereon shall be voted for the adoption of the plan, that fact shall be certified on the plan by the secretary or assistant secretary of the corporation. If the plan shall be adopted and approved in accordance with the provisions of this section, articles of acquisition shall then be filed and shall become effective in accordance with the provisions of subsection (i) of this section.

(d) Any plan of acquisition may contain a provision that at any time prior to the filing of the plan with the Secretary, the plan may be terminated by the board of directors of any affected corporation notwithstanding approval of the plan by the shareholders of one or more of the affected corporations. Any plan of acquisition may contain a provision that the board of directors of the affected corporations may amend the plan at any time prior to the filing of the plan, or a certificate in lieu thereof, with the Secretary, provided that a plan made subsequent to the adoption of the plan by the shareholders of any affected corporation shall not:

(1) Alter or change the amount or kind of consideration to be received in exchange for or on conversion of all or part of the shares to be acquired;

(2) Alter or change any term of the articles of incorporation or certificate of incorporation, whichever is applicable, of the affected corporations; or

(3) Alter or change any of the terms and consideration of the plan if such alteration or change would adversely affect the holders of any class or series of a corporation whose shares are to be acquired.

(e) The holders of the outstanding shares of a class shall be entitled to vote as a class upon a plan of acquisition, whether or not entitled to vote thereon by the provisions of the articles of incorporation or certificate of incorporation, whichever is applicable, if the plan provides for the acquisition of all or part of the shares of the class.

(f) This section shall not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation, whether domestic or foreign, through a voluntary exchange or otherwise.

(g) Any shareholder whose shares are to be acquired pursuant to a plan of acquisition adopted and approved in accordance with this section and who has complied with the procedural steps specified in Section 503 and Section 504 of this Title and who has neither voted in favor of the share acquisition nor consented thereto in writing shall be entitled to an appraisal by the Tribal court of the fair value of his shares in compliance with the same provisions and procedures and with the same rights and limitations as set out in Section 503 and Section 504 of this Title.

(h) If the entity acquiring shares pursuant to this section is governed by the laws of the District of Columbia, any state or tribe, the entity shall agree that it may be served with process in this jurisdiction in any proceeding for enforcement of any obligation of the acquiring corporation arising from the share acquisition, including any suit or other proceeding to enforce the right of any shareholders as determined in appraisal proceedings pursuant to the provisions of Section 503 and Section 504 of this Title, and shall irrevocably appoint the Secretary as its agent to accept service of process in any such suit or other proceedings and shall specify the address to which a copy of such process shall be mailed by the Secretary. In the event of such service upon the Secretary in accordance with this subsection, the Secretary shall forthwith notify such acquiring corporation thereof by letter sent by certified mail, with return receipt requested, directed to such acquiring corporation at its address so specified, unless such acquiring corporation shall have designated in writing to the Secretary a different address for such purpose, in which case it shall be mailed to the last address so designated. Such letter shall enclose a copy of the process and any other papers served on the Secretary pursuant to this subsection. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the Secretary that service is being effected pursuant to this subsection and to pay the Secretary the fee as provided in this Title, which fee shall be taxed as part of the costs in the proceeding, if the plaintiff shall prevail therein.

(i) Upon such approval, articles of acquisition shall be executed in duplicate by each corporation by its president or vice president and by its secretary or an assistant secretary, and verified by one of the officers of each corporation signing such articles, and shall set forth:

(1) The plan of acquisition.

(2) As to each corporation, the number of shares outstanding, and, if the shares of any class are entitled to vote as a class, the designation and number of outstanding shares of each such class.

(3) As to each corporation, the number of shares voted for and against such plan, respectively, and, if the shares of any class are entitled to vote as a class, the number of shares of each class voted for and against such plan, respectively. Duplicate originals of the articles of acquisition shall be delivered to the Secretary. If the Secretary finds that such articles conform to law, he shall, when all fees and franchise taxes have been paid as in this Title prescribed:

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

(ii) File one of such duplicate originals in his office.

(iii) Issue a certificate of merger or a certificate of consolidation to which he shall affix the other duplicate original. The certificate of merger or certificate of consolidation, together with the duplicate original of the articles of merger or articles of consolidation affixed thereto by the Secretary, shall be returned to the surviving or new corporation, as the case may be, or its representative.

Absentee Shawnee Corporation Act Section 1301, AST CORP Act Section 1301

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