Torres
Martinez Desert Cahuilla Indian Tribe
CORPORATION
ORDINANCE
SECTION I
This Ordinance shall be known as the Torres Martinez Desert Cahuilla
Indian Tribal Business Corporation Act.
SECTION
II - Definitions
As used
in this Ordinance:
(a)
"Corporation" means a corporation for profit subject
to the provisions of this Ordinance.
(b) "Articles of Incorporation" means the original or restated
articles of incorporation or articles of consolidation and all amendments
thereto.
(c) "Shares" means the units into which the ownership interests
in a corporation are divided.
(d) "Shareholder" means one who is a holder of record
of shares in a corporation.
(e) "Authorized shares" means the shares of all classes which
the corporation is authorized to issue.
(f) "Net Assets" means the amount by which the total assets
of a corporation exceed the total debts of the corporation.
SECTION
III - Purposes
Corporations
may be organized under this ordinance for any lawful purpose.
SECTION
IV - General Powers
Each corporation
shall have power:
(a)
To have perpetual succession by its corporate name unless a limited
period of duration is stated in its articles of incorporation.
(b) To sue and be sued, complain and defend, in its corporate
name.
(c) To have a corporate seal which may be altered at pleasure,
and to use the same by causing it, or a facsimile thereof, to be impressed
or affixed or in any other manner reproduced.
(d) To purchase, take, receive, lease, or otherwise acquire,
own, hold, improve, use and otherwise dealing and with, real or personal
property, or any interest therein, wherever situated.
(e) To sell, convey, mortgage, pledge, lease, exchange, transfer
and otherwise dispose of all or any part of its property and assets.
(f) To lend money and use its credit to assist its employees.
(g) To purchase, take, receive, subscribe for, or otherwise
acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge,
or otherwise dispose of, and otherwise use and deal in and with, shares
or other interests in, or obligations of, other domestic or foreign
corporations, associations, partnerships or individuals, or direct
or indirect obligations of the United States or of any other government,
state, territory, governmental district or municipality or of any
instrumentality thereof.
(h) To make contracts and guarantees and incur liabilities,
borrow money at such rates of interest as the corporation may determine,
issue its notes, bonds and other obligations by mortgage or pledge
of all or any of its property, franchises and income.
(i) To lend money for its corporate purposes, invest and reinvest
its funds, and take and hold real and personal property as security
for the payment of funds so loaned or invested.
(j)
To conduct its business, carry on its operations and have offices
and exercise the powers granted by this Ordinance, within or without
the tribal reservation boundaries.
(k)
To elect or appoint officers and agents of the corporation, and define
their duties and fix their compensation.
(l) To make and alter bylaws, not inconsistent with its articles
of incorporation or with the laws of the Torres Martinez Desert Cahuilla
Indian Tribe for the administration and regulation of the affairs
of the corporation.
(m) To make donations for the public welfare or for charitable,
scientific or educational purposes.
(n) To transact any lawful business which the board of directors
shall find will be in aid of governmental policy.
(o) To pay pensions and establish pension plans, pension trusts,
profit sharing plans, stock bonus plans, stock option plans and other
incentive plans for any or all of its directors, officers and employees.
(p) To be a promoter, partner, member, associate or manager
of any partnership, joint venture, trust or other enterprise.
(q) To have and exercise all powers necessary or convenient
to effect its purposes.
SECTION
V - Corporate Name
The corporate
name:
(a)
Shall contain the words "corporation," "company,"
"incorporated," or "limited," or shall contain an abbreviation
of one of such words.
(b) Shall not contain any word or phrase which indicates or
implies that it is organized for any purpose other than one or more
of the purposes contained in its articles of incorporation.
(c) Shall not be the same as, or deceptively similar to, the
name of any corporation existing under the laws of the Torres Martinez
Desert Cahuilla Indian Tribe, or a name the exclusive right to which
is, at the time, reserved in the manner provided in this Ordinance,
or the name of a corporation which has in effect a registration of
its corporate name as provided in this Ordinance.
SECTION
VI - Registered Office and Registered Agent
Each corporation
organized pursuant to this Ordinance shall have and continuously maintain
on the Torres Martinez Desert Cahuilla Indian Reservation:
(a)
A registered office which may be, but need not be, the same as its
place of business.
SECTION
VII - Service of Process on Corporation
The registered
agent so appointed by a corporation shall be an agent of such corporation
upon whom any process, notice or demand required or permitted by law
to be served upon the corporation may be served.
SECTION
VIII - Authorized Shares
Each corporation
shall have power to create and issue the number of shares stated in
its articles of incorporation. Corporations created as sub-entities
of the Torres Martinez Desert Cahuilla Indian Tribal Government shall
not be required to issue shares for the purpose of delineating ownership
in the corporation. Such corporations shall be owned by the Torres Martinez
Desert Cahuilla Indian Tribe. Such shares may be divided into one or
more classes, any or all of which classes may consist of share with
par value or shares without par value with such designations, preferences,
limitations, and relative rights as shall be stated in the articles
of incorporation. The articles of incorporation may limit voting rights
for the shares of any class to the extent not inconsistent with the
provisions of this Ordinance.
Without
limiting the authority herein contained, a corporation, when so provided
in its articles of incorporation, may issue shares of preferred or special
classes:
(a)
Subject to the right of the corporation to redeem any of such shares
at the price fixed by the articles of incorporation for the redemption
thereof;
(b)
Entitling the holders thereof to cumulative, noncumulative or partially
cumulative dividends;
(c)
Having preference over any other class or classes of shares as to
the payment of dividends;
(d)
Having preference in the assets of the corporation over any other
class or classes of shares upon the voluntary or involuntary liquidation
of the corporation; and
(e)
Convertible into shares of any other class or into shares of any series
of the same or any other class, except a class having prior or superior
rights and preferences as to dividends or distribution of assets upon
liquidation, but shares without par value shall not be converted into
shares with par value unless that part of the stated capital of the
corporation represented by such shares without par value is, at the
time of conversion, at least equal to the aggregate par value of the
shares into which the shares without par value are to be converted
for the amount of any such deficiency is transferred from surplus
to stated capital.
SECTION
IX - Payment for Shares
The consideration for the issuance of shares may be paid, in whole or
in part, in cash, in other property, tangible or intangible or in labor
or service actually performed for the corporation.
Neither promissory notes nor future services shall constitute payment
or part payment for this issuance of shares of a corporation.
SECTION
X - Certificate Representing Shares
The shares of a corporation shall be represented by certificates signed
by the President r a Vice President and the Secretary of the corporation.
SECTION
XI - Liability of Shareholders
A holder
of shares of a corporation shall be under no obligation to the corporation
or its creditors with respect to such shares other than the obligation
to pay to the corporation the full consideration for which such shares
were issued or to be issued.
SECTION
XII - By-Laws
The initial
by-laws of the corporation shall be adopted by its board of directors.
The power to alter, amend or repeal the by-laws or adopt new by-laws,
subject to repeal or changed by action of the shareholders, shall be
vested in the board of directors.
SECTION
XIII - Articles of Incorporation
The articles
of incorporation shall set forth:
(a)
The name of the corporation;
(b) The period of duration which may be perpetual.
(c) The purpose or purposes for which the corporation is organized
which may be stated to be, or to include the transaction of any or
all lawful business for which corporations may be incorporated under
this Ordinance.
(d) The aggregate number of shares which the corporation shall
have authority to issue, if such shares are to consist of one class
only; the par value of each of such shares, or a statement that all
of such shares are without par value, or, if such shares are to be
divided into classes, the number of shares of each class, and a statement
of the par value of the shares of each such class or that such shares
are to be without par value.
(e) If the shares are to be divided into classes, the designation
of each class and a statement of the preferences, limitations and
relative rights in respect of the shares of each class.
(f) If the corporation is to issue the shares of any preferred
or special class in series, then the designation of each series and
a statement of the variations in the relative rights and preferences
as between series insofar as the same are to be fixed in the articles
of incorporation, and a statement of any authority to be vested in
the board of directors to establish series and fix and determine the
variations in the relative rights and preferences as between parties.
(g) If any preemptive right is to be granted to shareholders,
the provisions therefor.
(h) Any provision, not inconsistent with law, which the incorporators
elect to set forth in the articles of incorporation for the regulation
of the internal affairs of the corporation, including any provision,
restricting the transfer of shares and any provision which under this
Ordinance is required or permitted to be set forth in the by-laws.
(i) The address of its initial registered office, and the name
of its initial registered agent at such address.
(j) The number of directors constituting the initial board
of directors and the names and addresses of the persons who are to
serve as directors until the first annual meeting of shareholders,
or until their successors be elected and qualify.
(k) The name and address of each incorporator. It shall not be
necessary to set forth in the articles of incorporation any of the
corporate powers enumerated in this Ordinance.
SECTION
XIV - Filing of Incorporation
Duplicate
originals of the articles of incorporation shall be delivered to the
Tribal Secretary for the Torres Martinez Desert Cahuilla Indian Tribe.
If the Tribal Secretary finds that the articles of incorporation conform
to tribal law, the Secretary shall:
(a)
Endorse on each such duplicate originals the word "filed" and
the month, day and year of the filing thereof;
(b)
Maintain one such duplicate original in the Tribal Secretary's office;
and
(c) Issue a certificate of incorporation to which the Secretary
shall affix the duplicate original and return it to the incorporators.
SECTION
XV - Effect of Issuance of Certificate of Incorporation
Upon the
issuance of the certificate of incorporation, the corporate existence
shall begin.
SECTION
XVI - Right to Amend or Restate Articles of Incorporation
A corporation
may amend or restate its articles of incorporation.
SECTION
XVII - Articles of Amendment or Restatement
The articles
of amendment or restatement shall be executed by its president or a
vice president and its secretary.
SECTION
XVIII - Filing of Articles of Amendment or Restatement
Duplicate
originals of the articles of amendment or restatement shall be delivered
to the Tribal Secretary for the Torres Martinez Desert Cahuilla Indian
Tribe. If the Secretary determines that articles of amendment or restatement
conform to Tribal Law, the Secretary shall:
(a)
Endorse on each duplicate original the word "filed" and the month,
day and year of such filing thereof;
(b) Maintain one such duplicate original in the Tribal Secretary's
office; and
(c) Issue a certificate of amendment to which the Secretary
shall affix the other duplicate original and return to the corporation.
SECTION
XIX - 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.
SECTION
XX - 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:
(1)
The name of the corporation.
(2) The date of issuance of its certificate of incorporation.
(3) That none of its shares has been issued.
(4) That the corporation has not commenced business.
(5) That the amount, if any, actually paid in on subscriptions
for its shares, less any part thereof disbursed for necessary expenses,
has been returned to those entitled thereto.
(6) That no debts of the corporation remain unpaid.
(7) 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 Tribal Secretary. If the Secretary finds that the articles
of dissolution conform to law, the Secretary shall:
(1)
Endorse on each of such duplicate originals the word "filed" and
the month, day and year of the filing thereof.
(2)
File on of such duplicate originals in the Tribal Secretary's office.
(3) Issue a certificate of dissolution to which the Secretary
shall affix the other duplicate original.
The certificate
of dissolution, together with the duplicate originals of the articles
of dissolution affixed thereto by the Secretary, shall be returned to
the incorporators, or their representative. Upon issuance of such certificate
of dissolution by the Secretary, the existence of the corporation shall
cease.
SECTION
XXI - Voluntary Dissolution by Consent of Shareholders
A corporation
may be voluntarily dissolved by the written consent of all of its shareholders.
Upon the execution of such written consent, 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,
and verified by one of the officers signing such statement, which statement
shall set forth:
(a)
The name of the corporation.
(b) The names and respective addresses of its officers.
(c) The names and respective addresses of its directors.
(d) A copy of the written consent signed by all shareholders
of the corporation.
(e) A statement that such written consent has been signed by all
shareholders of the corporation or signed in their names by their
attorneys thereunto duly authorized.
SECTION
XXII - 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, except that a corporation created
as a sub-entity of the Torres Martinez Desert Cahuilla Indian Tribal
government with no shares having been issued shall dissolved by
a resolution adopted by the board of directors and separately concurred
to by the Torres Martinez Desert Cahuilla Indian Tribal Council,
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.
(b) Written notice shall be given to each shareholder of
record entitled to vote at such meeting within the time and in the
manner provided in this Ordinance for the giving of notice of meetings
of shareholders, and, whether the meeting be an annual or special
meeting, shall state that the purpose, or one of the purposes of
such meeting is to consider the advisability of dissolving the corporation.
(c) At such meeting, a vote of shareholders entitled to vote
there at shall be taken on a resolution to dissolve the corporation.
Such resolution shall be adopted upon receiving the affirmative
vote of the holders of a majority of the shares of the corporation
entitled to vote thereon, unless any class of shares is entitled
to vote thereon as a class, in which event the resolution 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 as a class and of the total shares entitled to vote thereon.
(d) Upon the adoption of such 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, and verified by one of the officers signing
such statement, which statement shall set forth:
(1)
The name of the corporation.
(2) The names and respective addresses of its officers.
(3) The names and respective addresses of its directors.
(4) A copy of the resolution adopted by the shareholders
authorizing the dissolution of the corporation.
(5)
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.
(6) The number of shares voted for and against the resolution,
respectively, and, if the shares of any class are entitled to vote
as a class, the number of shares of each such class voted for and
against the resolution, respectively.
SECTION
XXIII - Filing of Statement of Intent to Dissolve
Upon the
filing with the Tribal Secretary of a statement of intent to dissolve,
whether by consent of shareholders or by act of the corporation, the
corporation shall cease to carry on its business, except insofar as
may be necessary for the winding up thereof, but its corporate existence
shall continue until a certificate of dissolution has been issued by
the Tribal Secretary or until a decree dissolving the corporation has
been entered by a court of competent jurisdiction.
SECTION
XXV - Procedure After Filing of Statement of Intent
to Dissolve
After the
filing with the Tribal Secretary the statement of intent to dissolve:
(a)
The corporation shall immediately cause notice thereof to be mailed
to each known creditor of the corporation.
(b) The corporation shall proceed to collect its assets, convey
and dispose of such of its properties as are not to be distributed
in kind to its shareholders, pay, satisfy and discharge its liabilities
and obligations and do all other acts required to liquidate its business
and affairs, and, after paying or adequately providing for the payment
of all its obligations, distribute the remainder of its assets, either
in cash or in kind, among its shareholders according to their respective
rights and interests.
(c)
The corporation, at any time during the liquidation of its business
and affairs, may make application to a court of competent jurisdiction
to have the liquidation continued under the supervision of Federal
Court.
SECTION
XXVI - Articles of Dissolution
When all
debts, liabilities and obligations of the corporation have been paid
and 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
and verified by one of the officers signing such statement, 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 it shareholders in accordance with their
respective rights and interests.
(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.
SECTION
XXVII - Filing Articles of Dissolution
Duplicate
originals of such articles of dissolution shall be delivered to the
Tribal Secretary. If the secretary finds that such articles of dissolution
conform to Tribal Law, the secretary shall:
(a)
Endorse on each of such duplicate originals the word "filed" and the
month, day and year of the filing thereof;
(b)
Maintain one of such duplicate originals in the Tribal Secretary's
office; and
(c) Issue a certificate of dissolution to which the Secretary
shall affix the other duplicate original.
The certificates
of dissolution, together with the duplicate original of the articles
of dissolution affixed thereto by the Secretary, 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 or officers.
SECTION
XXVIII - Involuntary Dissolution
A corporation
may be dissolved involuntarily by a decree of the Torres Martinez Desert
Cahuilla Indian Tribal Court in an action filed in the name of the Tribe
by the General Counsel for the Torres Martinez Desert Cahuilla Indian
Tribe when it is established that:
(a)
The corporation procured its articles of incorporation through fraud;
or
(b) The corporation has continued to exceed or abuse the authority
conferred upon it by law; or
(c) The corporation has failed for thirty (30) days to appoint
and maintain a registered agent on the Torres Martinez Desert Cahuilla
Indian Reservation; or
(d) The corporation has failed for thirty (30) days after change
of its registered officer or registered agent to file in the Tribal
Secretary's office a statement of change.
SECTION
XXIX - Venue and Process
Every action
for the involuntary dissolution of a corporation shall be commenced
by the General Counsel for the Tribe in the name of the Torres Martinez
Desert Cahuilla Indian Tribe in the appropriate Federal jurisdiction.
Summons shall issue and be served as in other civil actions.
SECTION
XXX - Jurisdiction of Tribe and/or Federal Court to
Liquidate Assets and Business of Corporation
The Torres
Martinez Desert Cahuilla Indian Tribe shall have full power to liquidate
the assets and business of a corporation:
(a)
In an action by a shareholder when it is established:
(1)
That the directors are deadlocked in the management of the corporate
affairs and the shareholders are unable to break the deadlock, and
that irreparable injury to the corporation is being suffered or
is threatened by reason thereof; or
(2) That the acts of the directors or those in control of
the corporation are illegal, oppressive or fraudulent; or
(3) That the shareholders are deadlocked in voting power,
and have failed, for a period which includes at least two (2) consecutive
annual meeting dates, to elect successors to directors whose terms
have expired or would have expired upon the election of their successors;
or
(4) That the corporate assets are being misapplied or wasted.
(b)
In an action by a creditor:
(1)
When the claim of the creditor has been reduced to judgment and
an execution thereon returned unsatisfied and it is established
that the corporation is insolvent; or
(2) When the corporation has admitted in writing that the
claim of the creditor is due and owing and it is established that
the corporation is insolvent.
(c)
Upon application by a corporation which has filed a statement
of intent to dissolve, as provided in this Ordinance, to have its
liquidation continued under the supervision of the court.
(d) When an action has been filed by the General Counsel for
the Torres Martinez Desert Cahuilla Indian Tribe to dissolve a corporation
and it is established that liquidation of its business and affairs
should precede the entry of a decree of dissolution.
It shall
not be necessary to make shareholders parties to any such action or
proceeding unless relief is sought against them personally.
SECTION
XXXI - Procedure in Liquidation of Corporation by
the Tribe and/or Federal Court
In proceedings
to liquidate the assets and business of a corporation the court shall
have power to issue injunctions, to appoint a receiver or receivers
pendente lite, with such powers and duties as the court from time to
time may direct, and to take such other proceedings as may be requisite
to preserve the corporate assets wherever situated, and carry on the
business of the corporation until a full hearing can be had.
After a hearing had upon such notice as the court may direct to be given
to all parties to the proceedings and to any other parties in interest
designated by the court, the court may appoint a liquidating receiver
or receivers with authority to collect the assets of the corporation
by subscribers on account of any unpaid portion of the consideration
for the issuance of shares. Such liquidating receiver or receivers shall
have authority, subject to the order of the court, to sell, convey,
and dispose of all or any part of the assets of the corporation wherever
situated, either at public or private sale. The assets of the corporation
or the proceeds resulting from a sale, conveyance or other disposition
thereof shall be applied to the expenses of such liquidation and to
the payment of the liabilities and obligations of the corporation, and
any remaining assets of proceeds shall be distributed among its shareholders
according to their respective rights and interests. The order appointing
such liquidating receiver or receivers shall state their powers and
duties. Such powers and duties may be increased or diminished at any
time during the proceedings.
The court shall have power to allow from time to time as expenses of
the liquidation compensation to the receiver or receivers and to attorneys
in the proceeding, and to direct the payment thereof out of the assets
of the corporation or the proceeds of any sale or disposition of such
assets.
A receiver of a corporation appointed under the provisions of this section
shall have authority to sue and defend in all courts in his own name
as receiver of such corporation. The court appointing such receiver
shall have exclusive jurisdiction of the corporation and its property,
wherever situated.
SECTION
XXXII - Filing of Claims in Liquidation Proceedings
In proceedings
to liquidate the assets and business of a corporation the court may
require all creditors of the corporation to file with the clerk of the
court or with the receiver, in such form as the court may prescribe,
proofs under oath of their respective claims. If the court requires
the filing of claims it shall fix a date, which shall be not less than
four (4) months from the date of the order, as the last day for the
filing of claims, and shall prescribe the notice that shall be given
to creditors and claimants of the date so fixed. Prior to the date so
fixed, the court may extend the time for the filing of claims. Creditors
and claimants failing to file proofs of claim on or before the date
so fixed may be barred, by order of the court, from participating in
the distribution of the assets of the corporation.
SECTION
XXXIII - Discontinuance of Liquidation Proceedings
The liquidation
of the assets and business of a corporation may be discontinued at any
time during the liquidation proceedings when it is established that
cause for liquidation no longer exists. In such event the court shall
dismiss the proceedings and direct the receiver to redeliver to the
corporation all its remaining property and assets.
SECTION
XXXIV - Decree of Involuntary Dissolution
In proceedings
to liquidate the assets and business of a corporation, when the costs
and expenses of such proceedings and all debts, obligations and liabilities
of the corporation shall have been paid and discharged and all of its
remaining property and assets distributed to its shareholders, or in
case its property and assets are not sufficient to satisfy and discharge
such costs, expenses, debts and obligations, all the property and assets
have been applied so far as they will go to their payment, the court
shall enter a decree dissolving the corporation, whereupon the existence
of the corporation shall cease.
SECTION
XXXV - Filing of Decree of Dissolution
In case
the court shall enter a decree dissolving a corporation, it shall be
the duty of the clerk of such court to cause a certified copy of the
decree to be filed with the Tribal Secretary. No fee shall be charged
by the Tribal Secretary for the filing thereof.
SECTION
XXXVI - Deposit With the Torres Martinez Desert Cahuilla
Indian Tribal Council of Amount Due Certain Shareholders
Upon the
voluntary or involuntary dissolution of a corporation, the portion of
the assets distributable to a creditor or shareholder who is unknown
or cannot be found, or who is under disability and there is no person
legally competent to receive such distributive portion, shall be reduced
to cash and deposited with the Torres Martinez Desert Cahuilla Indian
Tribal Council and shall be paid over to such creditor or shareholder,
or to his legal representative upon proof satisfactory to the Tribal
Council of his right thereto.
SECTION
XXXVII - Survival of Remedy After Dissolution
The dissolution
of a corporation either (1) by the issuance of a certificate of dissolution
by the Tribal Secretary, or by (2) a decree of a court when the court
has not liquidated the assets and business of the corporation as provided
in this Ordinance, or (3) by expiration of its period of duration, shall
not take away or impair any remedy available to or against such corporation,
its directors, officers or shareholders, for any right or claim existing
or any liability incurred, prior to such dissolution if action or other
proceeding thereon is commenced within two (2) years after the date
of such dissolution. Any such action or proceeding by or against the
corporation may be prosecuted or defended by the corporation in its
corporate name. The shareholders, directors and officers shall have
power to take such corporate or other action as shall be appropriate
to protect such remedy, right or claim. If such corporation was dissolved
by the expiration of its period of duration, such corporation may amend
its articles of incorporation at any time during such period of tow
(2) years so as to extend its period of duration.
SECTION
XXXVIII - Effect of Availability of Part of This Ordinance
If
a court of competent jurisdiction shall adjudge to be invalid or unconstitutional
any clause, sentence, paragraph, section of part of this ordinance,
such judgment or decree shall not affect, impair, invalidate or nullify
the remainder of this Ordinance, but the effect thereof shall be confined
to the clause, sentence, paragraph, section or part of this Ordinance
as adjudged to be invalid or unconstitutional.
SECTION
XXXIX - Effective Date
This Ordinance
shall be in full force and effect according to its terms from and after
the date of enactment by the Torres Martinez Desert Cahuilla Indian
Tribal Council.
SECTION
XL - Authority
This Ordinance
is enacted by the Torres Martinez Desert Cahuilla Indian Tribal Council
under the authority vested in said Council by Section ______(Need the
authority for this under the treaty and/or Constitution and Bylaws, Custom
and Traditions).
Certification
We, the
undersigned, as the Torres Martinez Desert Cahuilla Indian Tribal Council,
which is composed of 8 members of whom 5 constitutes a quorum, were
present at a meeting on this 17TH day of February, 1996. The Tribal
council, on behalf of the Torres Martinez Desert Cahuilla Indians do
certify that the foregoing Ordinance was adopted at a duly certified
meeting by the affirmative vote of 5 members, negative vote of 0 members,
and 1 member abstaining.
Torres Martinez Desert Cahuilla Indian Tribal Council
/s/
Chairperson |
/s/
Vice Chairperson |
/s/
Secretary |
/s/
Treasurer |
/s/
Member |
/s/
Member |
/s/
Member |
/s/
Member |
UNITED
STATES
DEPARTMENT OF THE INTERIOR
MAR 21 1996
Mary E. Belardo, Chairperson
TORRES-MARTINEZ DESERT CAHUILLA INDIANS
P.O. Box 1160
Thermal, California 92021
Dear Ms. Belardo:
This is in response to your letter dated March 5, 1996, providing the
document, Corporation Ordinance, TM ORD.-001-96, dated February
17, 1996.
In the cover letter the Band states that the "AMENDMENT" does not require
Bureau approval and will be kept for informational purposes. It is not
clear what document is referenced for the term "AMENDMENT" or if this
term should be used. In defining amendment is to revise. Please provide
further clarification on this term.
Under Section XXXIX, Effective Date it appears the document is
not subject to Bureau approval, however an informal review will be conducted
on the basis to assure that federal regulations if applicable have been
complied with. The document will be sent to the Sacramento Area Office,
Branch of Tribal Operations for their review. Notification will be provided
to the Band upon completion of review.
Any further questions may be directed to the Branch of Tribal Operations
at (909) 276-6630.
Sincerely,
/s/
Virgil Townsend
Superintendent
TMDCIT Ordinance No. TMORD-001-96
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