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Absentee-Shawnee Tribe of Indians of Oklahoma

 

Absentee Shawnee Tribe of Indians of Oklahoma Tribal Code
Corporations
Chapter Three. Amendment of Articles of Incorporation

Section III.301. Right to Amend Articles of Incorporation

A corporation may amend its Articles of Incorporation, from time to time, in any and as many respects as may be desired, so long as its Articles of Incorporation as amended contain only such provisions as might be lawfully contained in original Articles of Incorporation at the time of the making such amendment, and, if a change in shares or the rights of shareholders, or an exchange, reclassification or cancellation of shares or rights of shareholders is to be made, such provisions as may be necessary to effect such change, exchange, reclassification or cancellation. In particular, and without limitation upon such general power of amendment, a corporation may amend its Articles of Incorporation, from time to time, so as:

(a) To change its corporate name.

(b) To change its period of duration.

(c) To change, enlarge or diminish its corporate purposes.

(d) To increase or decrease the aggregate number of shares, or shares of any class, which the corporation has authority to issue.

(e) TO increase or decrease the par value of the authorized shares of any class having a par value, whether issued or unissued.

(f) To exchange, classify, reclassify or cancel all or any part of its shares, whether issued or unissued.

(g) To change the designation of all or any part of its shares, whether issued or unissued, and to change the preferences, limitations, and the relative rights in respect of all or any part of its shares, whether issued or unissued.

(h) To change shares having the par value, whether issued or unissued, into the same or a different number of shares without par value, and to change shares without par value, whether issued or unissued, into the same or a different number of shares having a par value.

(i) To change the shares of any class, whether issued or unissued, and whether with or without par value, into a different number of shares of the same class or into the same or a different number of shares, either without or without par value, of other classes.

(j) To create new classes of shares having rights and preferences either prior and superior or subordinate and inferior to the shares of any class then authorized whether issued or unissued.

(k) To cancel or otherwise affect the right of the holders of the shares of any class to receive dividends which have accrued but have not been declared.

(l) To divide any preferred or special class of shares, whether issued or unissued, into series and fix and determine the designations of such series and the variations in the relative rights and preferences as between the shares of such series.

(m) To authorize the board of directors to establish, out of authorized by unissued shares, series of any preferred or special class of shares and fix and determine the relative rights and preferences of the shares of any series so established.

(n) To authorize the board of directors to fix and determine the relative rights and preferences of the authorized but unissued shares of series theretofore established in respect of which either the relative rights and preferences have not been fixed and determined or the relative rights and preferences theretofore fixed, and determined are to be changed.

(o) To revoke, diminish, or enlarge the authority of the board of directors to establish series out of authorized but unissued shares of any common, preferred or special class and fix and determine the relative rights and preferences of the shares of any series so established.

(p) To limit, deny or grant to shareholders of any class the preemptive right to acquire additional or treasury shares of the corporation, whether then or thereafter authorized.

Absentee Shawnee Corporation Act Section III.301, AST CORP Act Section III.301



Section IV.302. Procedure to Amend Articles of Incorporation

Amendments to the Articles of Incorporation shall be made in the following manner:

(a) The board of directors shall adopt a resolution setting forth the proposed amendment and, if shares have been issued, directing that it be submitted to a vote at a meeting of shareholders, which may be either the annual or a special meeting. If no shares have been issued, the amendment shall be adopted by resolution of the board of directors and the provisions for adoption by shareholders shall not apply. The resolution may incorporate the proposed amendment in restated Articles of Incorporation which contain a statement that except for the designated amendment the restated Articles of Incorporation correctly set forth without change the corresponding provisions of the Articles of Incorporations as theretofore amended, and that the restated Articles of Incorporation together with the designated amendment supersede the original Articles of Incorporation and all amendments thereto.

(b) Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this Title for the giving of notice of meetings of shareholders. If the meeting be an annual meeting, the proposed amendment of such summary may be included in the notice of such annual meeting.

(c) At such meeting a vote of the shareholders entitled to vote thereon shall be taken on the proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of the holders of a majority of shares entitled to vote thereon, unless any class of shares is entitled to vote thereon as a class, in which event the proposed amendment shall be adopted upon receiving the affirmative vote of the holders of a majority of the shares of each class of shares entitled to vote thereon. Any number of amendments may be submitted to the shareholders, and voted upon by them at one meeting.

Absentee Shawnee Corporation Act Section IV.302, AST CORP Act Section IV.302



Section V.303. Class Voting on Amendments

The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the provisions of the Articles of Incorporation, if the amendment would:

(a) Increase or decrease the aggregate number of authorized shares of such class.

(b) Increase or decrease the par value of the shares of such class.

(c) Effect an exchange, reclassification or cancellation of all or part of the shares of such class.

(d) Effect and exchange, or create a right of exchange, of all or any part of the shares of another class into the shares of such class.

(e) Change the designations, preferences, limitations, or relative rights of the shares of such class.

(f) Change the shares of such class, whether with or without par value, into the same or a different number of shares, either with or without par value, of the same class or another class or classes.

(g) Create a new class of shares having rights and preferences prior and superior to the shares of such class, or increase the rights and preferences of the number of authorized shares, of any class having the rights and preferences prior or superior to the shares of such class.

(h) In the case of a common, preferred or special class of shares, divide the shares of such class into series and fix and determine the designation of such series and the variations in the relative rights and preferences between the shares of such series, or authorize the board of directors to do so.

(i) Limit or deny any existing preemptive rights of the shares of such class.

(j) Cancel or otherwise affect dividends on the shares of such class which have accrued but have not been declared.

Absentee Shawnee Corporation Act Section V.303, AST CORP Act Section V.303



Section VI.304. Articles of Amendment

The articles of amendment shall be executed in duplicate by the corporation by its president or a vice president and by its secretary or an assistant secretary, and verified by one of the officers signing such articles, and shall set forth:

(a) The name of the corporation.

(b) The amendments so adopted.

(c) The date of the adoption of the amendment by the shareholders or by the board of directors where no shares have been issued.

(d) The number of shares outstanding, and the number of shares entitled to vote thereon, and if the shares of any class are entitled to vote thereon at a class, the designation and number of outstanding shares entitled to vote thereon of each such class.

(e) The number of shares voted for and against such amendment, respectively, and, if the shares of any class are entitled to vote thereon as a class, the number of shares of each such class voted for and against such amendment, respectively, or if no shares have been issued, a statement to that effect.

(f) If such amendment provides for an exchange, reclassification or cancellation of issued shares, and if the manner in which the same shall be effected is not set forth in the amendment, then a statement of the manner in which the same shall be effected.

(g) If such amendment effects a change in the amount of stated capital, then a statement of the manner in which the same is effected and a statement, expressed in dollars, of the amount of stated capital as changed by such amendment.

Absentee Shawnee Corporation Act Section VI.304, AST CORP Act Section VI.304



Section VII.305. Filing of Articles of Amendment

Duplicate originals of the articles of amendment shall be delivered to the Secretary. If the Secretary finds that the articles of amendment conform to law, he shall, when all fees and franchise taxes have been paid as in this Title prescribed:

(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 is in his office.

(c) Issue a certificate of amendment to which he shall affix the other duplicate original. The certificate of amendment, together with the duplicate original of the articles of amendment affixed thereto by the Secretary, shall be returned to the corporation or its representative.

Absentee Shawnee Corporation Act Section VII.305, AST CORP Act Section VII.305



Section VIII.306. Effect of Certificate of Amendment

Upon the issuance of the certificate of amendment by the Secretary, the amendment shall become effective and the Articles of Incorporation shall be deemed to be amended accordingly. No amendment shall affect any existing cause of action in favor of or against such corporation, or any pending suit to which such corporation shall be a party, or the existing rights of persons other than shareholders; and, in the event the corporate name shall be changed by amendment, no suit brought by or against such corporation under its former name shall abate for that reason.

Absentee Shawnee Corporation Act Section VIII.306, AST CORP Act Section VIII.306



Section IX.307. Restated Articles of Incorporation

A domestic corporation may at any time restate its Articles of Incorporation as theretofore amended, by a resolution adopted by the board of directors. Upon the adoption of such resolution, restated Articles of Incorporation by its president or a vice president and by its secretary or assistant secretary and verified by one of the officers signing such articles and shall set forth all of the operative provisions of the Articles of Incorporation as theretofore amended together with a statement that the restated Articles of Incorporation correctly set forth without change the corresponding provisions of the Articles of Incorporation supersede the original Articles of Incorporation and all amendments thereto. Duplicate originals of the restated Articles of Incorporation shall be delivered to the Secretary. If the secretary finds that such restated Articles of Incorporation conform to law, he shall, when all fees and franchise taxes have been paid as in this Title prescribed:

(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 his office.

(c) Issue a restated certificate of incorporation, to which he shall affix the other duplicate original. The restated certificate of incorporation, together with the duplicate original of the restated Articles of Incorporation affixed thereto by the Secretary shall be returned to the corporation of its representative. Upon the issuance of the restated certificate of incorporation by the Secretary, the restated Articles of Incorporation shall become effective and shall supersede the original Articles of Incorporation and all amendments thereto.

Absentee Shawnee Corporation Act Section IX.307, AST CORP Act Section IX.307



Section X.308. Amendment of Articles of Incorporation in Reorganization Proceedings

Whenever a plan of reorganization of a corporation has been confirmed by decree or order of a court of competent jurisdiction in proceedings of the reorganization of such corporation, pursuant to the provisions of any applicable statute of the United States relating to reorganizations of corporations, the Articles of Incorporation of the corporation may be amended, in the manner provided in this section, in as many respects as may be necessary to carry out the plan and put it into effect, so long as the Articles of Incorporation as amended contain only such provisions as might be lawfully contained in original Articles of Incorporation at the time of making such amendment. In particular and without limitation upon such general power of amendment, the Articles of Incorporation may be amended for such purpose as to:

(a) Change the corporate name, period of duration or corporate purposes of the corporation;

(b) Repeal, alter or amend the by-laws of the corporation;

(c) Change the aggregate number of shares or any class, which the corporation has authority to issue;

(d) Change the preferences, limitations and relative rights in respect of all or any part of the shares of the corporation, and classify, reclassify or cancel all or any part thereof, whether issued or unissued.

(e) Authorize the issuance of bonds, debentures or other obligations of the corporation, whether or not, convertible into shares of any class or bearing warrants or other evidences of optional rights to purchase or subscribe for shares of any class, and fix the terms and conditions thereof; and

(f) Constitute or reconstitute and classify or reclassify the board of directors of the corporation, and appoint directors and officers in place of or in addition to all or any of the directors or officers then in office.

(g) Amendments to the Articles of Incorporation pursuant to this section shall be made, upon submission of the amendments to the Tribal Secretary, in the following manner:

(1.) The Tribal Secretary shall endorse on each of such duplicate originals the word “Filed,” and the month, day and year of the filing thereof.

(2.) File one of such duplicate originals in his office with the certified copy of the decree.

(3.) Issue a certificate of amendment to which he shall affix the other duplicate original. The certificate of amendment, together with the duplicate original of the articles of amendment affixed thereto by the Secretary, shall be returned to the corporation or its representative. Upon the issuance of the certificate of amendment by the Secretary, the amendments shall become effective and the Articles of Incorporation shall be deemed to be amended accordingly, without any action thereon by the directors or shareholders of the corporation and with the same effect as if the amendments had been adopted by unanimous action of the directors and shareholders of the corporation.

Absentee Shawnee Corporation Act Section X.308, AST CORP Act Section X.308



Section XI.309. Restriction on Redemption or Purchase of Redeemable Shares

No redemption or purchase of redeemable shares shall be made by a corporation when it is insolvent or when such redemption or purchase would render it insolvent, or which would reduce the net assets below the aggregate amount payable to the holders of shares having prior or equal rights to the assets of the corporation upon involuntary dissolution.

Absentee Shawnee Corporation Act Section XI.309, AST CORP Act Section XI.309



Section XII.310. Cancellation of Redeemable Shares by Redemption or Purchase

When redeemable shares of a corporation are redeemed or purchased by the corporation, the redemption or purchase shall effect a cancellation or such shares, and a statement of cancellation shall be filed as provided in this section. Thereupon such shares shall be restored to the status of authorized but unissued shares, unless the Articles of Incorporation provide that such shares when redeemed or purchased shall not be reissued, in which case the filing of the statement of cancellation shall constitute an amendment to the Articles of Incorporation and shall reduce the number of shares of the class so cancelled which the corporation is authorized to issue by the number of shares so cancelled.

The statement of cancellation shall be executed in duplicate by the corporation by its president or a vice president and by its secretary or an assistant secretary, and verified by one of the officers signing such statement, and shall set forth:

(a) The name of the corporation.

(b) The number of redeemable shares cancelled through redemption or purchase, itemized by classes and series.

(c) The aggregate number of issued shares, itemized by classes and series, after giving effect to such cancellation.

(d) The amount, expressed in dollars, of the stated capital of the corporation after giving effect to such cancellation.

(e) If the Articles of Incorporation provide that the cancelled shares shall not be reissued, the number of shares shall not be reissued, the number of shares which the corporation will have authority to issue itemized by classes and series, after giving effect to such cancellation. Duplicate originals of such statement shall be delivered to the Secretary. If the Secretary finds that such statement conforms to law, he shall, when all fees and franchise taxes have been paid as in this Title prescribed:

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

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

(3) Return the other duplicate original to the corporation or its representative. Upon the filing of such statement of cancellation, the stated capital of the corporation shall be deemed to be reduced by the shares so cancelled. Nothing contained in this section shall be construed to forbid a cancellation of shares or a reduction of stated capital in any other manner permitted by this Title.

Absentee Shawnee Corporation Act Section XII.310, AST CORP Act Section XII.310



Section XIII.311. Cancellation of Other Reacquired Shares

A corporation may at any time, by resolution of its board of directors, cancel all or any part of the shares of the corporation of any class reacquired by it, other than redeemable shares redeemed or purchased, and in such event a statement of cancellation shall be filed as provided in this section. The statement of cancellation shall be executed in duplicate by the corporation by its president or a vice president and by its secretary or an assistant secretary, and verified by one of the officers signing such statement, and shall set forth:

(a) The name of the corporation.

(b) The number of reacquired shares cancelled by resolution duly adopted by the board of directors, itemized by classes and series, and the date of its adoption.

(c) The aggregate number of issued shares, itemized by classes and series, after giving effect to such cancellation.

(d) The amount, expressed in dollars, of the stated capital of the corporation after giving effect to such cancellation.

(e) If the articles of incorporation provide that the cancelled shares shall not be reissued, the number of shares which the corporation will have authority to issue itemized by classes and series, after giving effect to such cancellation.

Duplicate originals of such statement shall be delivered to the Secretary. If the Secretary finds that such statement conforms to law, he shall, when all fees and franchise taxes have been paid as in this Title prescribed:

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

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

(3) Return the other duplicate original to the corporation or its representative. Upon the filing of such statement of cancellation, the stated capital of the corporation shall be deemed to be reduced by that part of the stated capital which was, at the time of such cancellation, represented by the shares so cancelled, and the shares so cancelled shall be restored to the status of authorized but unissued shares. Nothing contained in this section shall be construed to forbid a cancellation of shares or a reduction of stated capital in any other manner permitted by this Title.

Absentee Shawnee Corporation Act Section XIII.311, AST CORP Act Section XIII.311



Section XIV.312. Reduction of Stated Capital in Certain Cases

(a) A reduction of the stated capital of a corporation, where such reduction is not accompanied by any action requiring an amendment of the Articles of Incorporation and not accompanied by a cancellation of shares, may be made in the following manner:

(1) The board of directors shall adopt a resolution setting forth the amount of the proposed reduction and the manner in which the reduction shall be effected, and directing that the question of such reduction be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting.

(2) Written notice, stating that the purpose or one of the purposes of such meeting is to consider the question of reducing the stated capital of the corporation in the amount and manner proposed by the board of directors, shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this Title for the giving of notice of meeting of shareholders.

(3) At such meeting a vote of the shareholders entitled to vote thereon shall be taken on the question of approving the proposed reduction of stated capital, which shall require for its adoption the affirmative vote of the holders of a majority of the shares entitled to vote thereon.

(b) When a reduction of the stated capital of a corporation has been approved as provided in this section, a statement shall be executed in duplicate by the corporation by its president or a vice president and by its secretary or an assistant secretary, and verified by one of the officers signing such statement, and shall set forth:

(1) The name of the corporation.

(2) A copy of the resolution of the shareholders approving such reduction, and the date of its adoption.

(3) The number of shares outstanding, and the number of shares entitled to vote thereon.

(4) The number of shares voted for and against such reduction, respectively.

(5) A statement of the manner in which such reduction is effected, and a statement, expressed in dollars, of the amount of stated capital of the corporation after giving effect to such reduction. Duplicate originals of such statement shall be delivered to the Secretary. If the Secretary finds that such statement conforms 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) Return the other duplicate original to the corporation or its representative. Upon the filing of such statement, the stated capital of the corporation shall be reduced as therein set forth. No reduction of stated capital shall be made under the provisions of this section which would reduce the amount of the aggregate stated capital of the corporation to an amount equal to or less than the aggregate preferential amounts payable upon all issued shares having a preferential right in the assets of the corporation in the event of involuntary liquidation, plus the aggregate par value of all issued shares having a par value but no preferential right in the assets of the corporation in the event of involuntary liquidation.

Absentee Shawnee Corporation Act Section XIV.312, AST CORP Act Section XIV.312



Section XV.313. Special Provisions Relating to Surplus and Reserves

The surplus, if any, created by or arising out of a reduction of the stated capital of a corporation shall be capital surplus. The capital surplus of a corporation may be increased from time to time by resolution of the board of directors directing that all or a part of the earned surplus of the corporation be transferred to capital surplus. A corporation may, by resolution of its board of directors, apply any part or all of its capital surplus to the reduction or elimination of any deficit arising from losses, however incurred, but only after first eliminating the earned surplus, if any, of the corporation by applying such losses against earned surplus and only to the extent that such losses exceed the earned surplus, if any. Each such application of capital surplus shall to the extent thereof, effect a reduction of capital surplus.

A corporation may, by resolution of its board of directors, create a reserve or reserves out of its earned surplus for any proper purpose or purposes, and may abolish any such reserve in the same manner. Earned surplus of the corporation to the extent so reserved shall not be available for the payment of dividends or other distributions by the corporation except as expressly permitted by this Title.

Absentee Shawnee Corporation Act Section XV.313, AST CORP Act Section XV.313

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