Absentee-Shawnee Tribe of Indians of Oklahoma
Absentee Shawnee Tribe of Indians of Oklahoma Tribal Code
Corporations
Chapter Two. Formation of Corporations
Section III.201. Incorporators
One or more persons including the Absentee Shawnee Tribe of Oklahoma, or a domestic or foreign corporation, may act as incorporator or incorporators of a corporation by signing and delivering in duplicate to the Secretary Articles of Incorporation for such corporation.
Absentee Shawnee Corporation Act Section III.201, AST CORP Act Section III.201
Section IV.202. 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 Title.
(d) The aggregate number of shares which the corporation shall have authority to issue; is 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 common, 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 series.
(g) If any preemptive right is to be granted to shareholder, the provisions therefor.
(h) Any provision, not inconsistent with law, which the 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 Title is required or permitted to be set forth in the bylaws.
(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 Title.
Absentee Shawnee Corporation Act Section IV.202, AST CORP Act Section IV.202
Section V.203. Filing of Articles of Incorporation
Duplicate originals of the Articles of Incorporation shall be delivered to the Secretary. If the Secretary finds that the Articles of Incorporation conform to law, he shall, when all fees 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 certificate of incorporation to which he shall affix the other duplicate original. The certificate of incorporation, together with the duplicate original of the Articles of Incorporation affixed thereto by the Secretary shall be returned to the incorporators or their representative.
Absentee Shawnee Corporation Act Section V.203, AST CORP Act Section V.203
Section IV.204. Effective of Issuance of Certificate of Incorporation
Upon the issuance of the certificate of incorporation, the corporate existence shall begin, and such certificate of incorporation shall in conclusive evidence that all conditions precedent required to be performed by the incorporators have been compiled with and that the corporation has been incorporated under this Title, except as against the Tribe in a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the corporation.
Absentee Shawnee Corporation Act Section IV.204, AST CORP Act Section IV.204
Section VII.205. Organization Meeting of Directors
After the issuance of the certificate of incorporation an organization meeting of the board of directors named in the Articles of Incorporation shall be held, either within or without this jurisdiction at the call of majority of the directors named in the Articles of Incorporation for the purpose of adopting bylaws, electing officers and transacting such other business as may come before the meeting. The directors calling the meeting shall give at least three days notice thereof by mail to each director so named, stating the time and place of the meeting.
Absentee Shawnee Corporation Act Section VII.205, AST CORP Act Section VII.205