Absentee-Shawnee Tribe of Indians of Oklahoma
Absentee Shawnee Tribe of Indians of Oklahoma Tribal Code
Corporations
Chapter Six. Dissolution
Section III.601. Voluntary Dissolution by Incorporators
A corporation which has not commenced business and which has not issued any shares, may be voluntary 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 Secretary. If the Secretary finds that the articles of dissolution conform the 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) Issue a certificate of dissolution to which he shall affix the other duplicate original. The certificate of dissolution, together with the duplicate original of the articles of dissolution affixed thereto by the Secretary, shall be returned to the incorporators or their representative. Upon the issuance of such certificate of dissolution by the Secretary, the existence of the corporation shall cease.
Absentee Shawnee Corporation Act Section III.601, AST CORP Act Section III.601
Section IV.602. 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 of an assistant secretary, and verified by one of the officers signing such statement, which statement shall be set forth:
(a) The name of the corporation.
(b) The names and respective addresses of its officers.
(c) The names of 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.
Absentee Shawnee Corporation Act Section IV.602, AST CORP Act Section IV.602
Section V.603. Voluntary Dissolution 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, 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 Title for the giving of notice of meetings of shareholders, and, whether the meeting of 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 thereat shall be taken on a resolution to dissolve the corporation. Such resolution shall be adopted upon receiving the affirmation 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.
(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 the 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.
Absentee Shawnee Corporation Act Section V.603, AST CORP Act Section V.603
Section VI.604. Filing of Statement of Intent to Dissolve
Duplicate originals of the statement of intent to dissolve, whether by consent of shareholder or by act of the corporation, 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:
(a) Endorse on each of such duplicate originals the word “Filed,” and the month, day and year of each filing thereof.
(b) File one of such duplicate originals in his office.
(c) Return the other duplicate original to the corporation or its representative.
Absentee Shawnee Corporation Act Section VI.604, AST CORP Act Section VI.604
Section VII.605. Effect of Statement of Intent to Dissolve
Upon the filing by the Secretary of State 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 Secretary or until a decree dissolving the corporation has been entered by the Tribal Court as in this Title provided.
Absentee Shawnee Corporation Act Section VII.605, AST CORP Act Section VII.605
Section VIII.606. Procedure After Filing of Statement of Intent to Dissolve
After the filing by the Secretary of a 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 the court to have the liquidation continued under the supervision of the court as provided in this Title.
Absentee Shawnee Corporation Act Section VIII.606, AST CORP Act Section VIII.606
Section IX.607. Revocation of Voluntary Dissolution Proceedings by Consent of Shareholders
By the written consent of all of its shareholders, a corporation may, at any time prior to the issuance of a certificate of dissolution by the Secretary, revoke voluntary dissolution proceedings theretofore taken, in the following manner:
Upon the execution of such written consent, a statement of revocation of voluntary dissolution proceedings 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 revoking such voluntary dissolution proceedings.
(e) That such written consent has been signed by all shareholders of the corporation or singed in their names by their attorneys thereunto duly authorized.
Absentee Shawnee Corporation Act Section IX.607, AST CORP Act Section IX.607
Section X.608. Revocation of Voluntary Dissolution Proceedings by Act of Corporation
By the act of the corporation, a corporation may, at any time prior to the issuance of a certificate of dissolution by the Secretary, revoke voluntary dissolution proceedings theretofore taken, in the following manner:
(a) The board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of such revocation be submitted to a vote at a special meeting of shareholders.
(b) Written notice, stating that the purpose or one of the purposes of such meetings is to consider the advisability of revoking this voluntary dissolution proceedings, shall be given to each shareholder of record entitled to vote at such meeting within the time and in the manner provided in this Title for the giving of notice of special meetings of shareholders.
(c) At such meeting a vote of the shareholders entitled to vote thereat shall be taken on a resolution to revoke the voluntary dissolution proceedings, which shall require for its adoption the affirmative vote of the holders of a majority of the shares entitled to vote thereon.
(d) Upon the adoption of such resolution, a statement of revocation of voluntary dissolution proceedings 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 revoking the voluntary dissolution proceedings.
(5) The number of shares outstanding.
(6) The number of shares voted for and against the resolution, respectively.
Absentee Shawnee Corporation Act Section X.608, AST CORP Act Section X.608
Section XI.609. Filing of Statement of Revocation of Voluntary Dissolution Proceedings
Duplicate originals of the statement of revocation of voluntary dissolution proceedings, whether by consent of shareholders or by an act of the corporation, 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:
(a) Endorse on each such duplicate originals the word “Filed,” and the month, day and year of the filing thereof.
(b) File one of such duplicate originals in the office.
(c) Return the other duplicate original to the corporation or its representative.
Absentee Shawnee Corporation Act Section XI.609, AST CORP Act Section XI.609
Section XII.610. Effect of Statement of Revocation of Voluntary Dissolution Proceedings
Upon the filing by the Secretary of a statement of revocation of voluntary dissolution proceedings, whether by consent of shareholders or by act of the corporation, the revocation of the voluntary dissolution proceedings shall become effective and the corporation may again carry on its business.
Absentee Shawnee Corporation Act Section XII.610, AST CORP Act Section XII.610
Section XII.611. Articles of Dissolution
If voluntary dissolution proceedings have not been revoked, then 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 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) That the Secretary has theretofore filed a statement of intent to dissolve the corporation, and the date on which such statement was filed.
(c) That all debts, obligations and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefore.
(d) That all the remaining property and assets of the corporation have been distributed among its shareholders in accordance with their respective rights and interests.
(e) 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.
Absentee Shawnee Corporation Act Section XII.611, AST CORP Act Section XII.611
Section XIV.612. Filing of Articles of Dissolution
Duplicate originals of such articles of dissolution shall be delivered to the Secretary. If the Secretary finds that such articles of dissolution 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 certificate of dissolution to which he shall affix the other duplicate original. The certificate 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 suites, other proceedings and appropriate corporate action by shareholders, directors and officers as provided in this Title.
Absentee Shawnee Corporation Act Section XIV.612, AST CORP Act Section XIV.612
Section XI.613. Involuntary Dissolution
A corporation may be dissolved involuntarily by a decree of the court in an action filed by the Tribal Prosecutor when it is established that:
(a) The corporation has failed to file its annual report within the time required by this Title, or has failed to pay its franchise tax on or before the first day of August of the year in which such franchise tax becomes due and payable; or
(b) The corporation procured its articles of incorporation through fraud; or
(c) The corporation has continued to exceed or abuse the authority conferred upon it by law; or
(d) The corporation has failed for thirty days to appoint and maintain a registered agent within the reservation; or
(e) The corporation has failed for thirty days after change of its registered office or registered agent to file in the office of the Secretary a statement of such change.
Absentee Shawnee Corporation Act Section XI.613, AST CORP Act Section XI.613
Section XVI.614. Notification to Prosecutor
The secretary, on or before the last day of December of each year, shall certify to the Prosecutor, the names of all corporations which have failed to file their annual reports or to pay franchise taxes in accordance with the provisions of this Title, together with the facts pertinent thereto. He shall also certify, from time to time, the names of all corporations which have given other cause for dissolution as provided in this Title, together with the facts pertinent thereto. Whenever the Secretary shall certify the name of a corporation to the Prosecutor as having given any cause for dissolution, the Secretary having given any cause for dissolution, the Secretary shall concurrently mail to the corporation at its registered office a notice that such certification has been made. Upon the receipt of such certification, the Prosecutor shall file an action in the name of the Tribe against such corporation for its dissolution. Every such certificate form the Secretary to the Prosecutor pertaining to the failure of a corporation to file an annual report or pay a franchise tax shall be taken and received in all courts as prima facie evidence of the facts therein stated. If, before action is filed, the corporation shall file its annual report or pay its franchise tax, together with all penalties thereon, or shall appoint or maintain a registered agent as provided in this Title, or shall file with the Secretary the required statement of change of registered office or registered agent such fact shall be forthwith certified by the Secretary to the Prosecutor and he shall not file an action against such corporation for such cause. If, after action is filed, the corporation shall file its annual report or pay its franchise tax, together with all penalties thereon, or shall appoint or maintain a registered agent as provided in this Title, or shall file with the Secretary, the required statement of change of registered office or registered agent, and shall pay the costs of such action, the action for such cause shall abate.
Absentee Shawnee Corporation Act Section XVI.614, AST CORP Act Section XVI.614
Section XVII.615. Venue and Process
Every action for the involuntary dissolution of a corporation shall be commenced by the Prosecutor in the Tribal court. Summons shall issue and be served as in other civil actions. If process is returned not found, the Prosecutor shall cause publication to be made as in other civil cases in some newspaper published in a legal newspaper, containing a notice of the pendency of such action, the title of the court, the title of the action, and the date on or after which default may be entered. The Prosecutor may include in one notice the names of any number of corporations against which actions are then pending in the same court. The Prosecutor shall cause a copy of such notice to be mailed to the corporation at its registered office within ten days after the first publication thereof. The certificate of the Prosecutor of the mailing of such notice shall be prima facie evidence thereof. Such notice shall be published once, and publication thereof may begin at any time after the summons has been returned. Unless a corporation shall have been served with summons, no default shall be taken against it earlier than thirty days after the publication of such notice.
Absentee Shawnee Corporation Act Section XVII.615, AST CORP Act Section XVII.615
Section XVIII.616. Jurisdiction of Court to Liquidate Assets and Business of Corporation
The Tribal courts 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 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 Title, to have its liquidation continued under the supervision of the court.
(d) When an action has been filed, by the Prosecutor 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.
Absentee Shawnee Corporation Act Section XVIII.616, AST CORP Act Section XVIII.616
Section XIX.617. Procedure in Liquidation of Corporation by 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 pendent elite, which such power 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, including all amounts owing to 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 or 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, 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.
Absentee Shawnee Corporation Act Section XIX.617, AST CORP Act Section XIX.617
Section XX.618. Qualification of Receivers
A receiver shall in all cases be a natural person or a corporation authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in this jurisdiction, and shall in all cases give such bond as the court may direct with such sureties as the court may require.
Absentee Shawnee Corporation Act Section XX.618, AST CORP Act Section XX.618
Section XXI.619. 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 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 court from participating in the distribution of the assets of the corporation.
Absentee Shawnee Corporation Act Section XXI.619, AST CORP Act Section XXI.619
Section XXII.620. 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.
Absentee Shawnee Corporation Act Section XXII.620, AST CORP Act Section XXII.620
Section XXIII.621. 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.
Absentee Shawnee Corporation Act Section XXIII.621, AST CORP Act Section XXIII.621
Section XXIV.622. 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 Secretary for the filing thereof.
Absentee Shawnee Corporation Act Section XXIV.622, AST CORP Act Section XXIV.622
Section XXV.623. Deposit with Tribal Treasurer 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 Tribal Treasurer and shall be paid over to such creditor or shareholder or to his legal representative upon proof satisfactory to the Tribal Treasurer of his right thereto. The Tribal Treasurer shall, in such cases, open and maintain a trust account at any federal bank within this reservation or within the counties adjacent to this reservation and hold such funds in the name of the Absentee Shawnee Tribe in trust for such creditor or shareholder until payment. Bank charges shall be paid from the assets in the account.
Absentee Shawnee Corporation Act Section XXV.623, AST CORP Act Section XXV.623
Section XXVI.624. Survival of Remedy After Dissolution
The dissolution of a corporation either (1) by the issuance of a certificate of dissolution by the Secretary, or (2) by a decree of court when the court has not liquidated the assets and business of the corporation as provided in this Title, 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 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 two years so as to extend its period of duration.
Absentee Shawnee Corporation Act Section XXVI.624, AST CORP Act Section XXVI.624