Absentee-Shawnee Tribe of Indians of Oklahoma
Absentee Shawnee Tribe of Indians of Oklahoma Tribal Code
Corporations
Section 1. Short Title
This Title shall be known and may be cited as the “Absentee Shawnee Corporation Act of 1986”.
Absentee Shawnee Corporation Act Section 1, AST CORP Act Section 1
Section 2. Definitions
As used in this Title, unless the context otherwise requires, the term:
(a) “Articles of Incorporation” means the original or restated articles of incorporation or articles of consolidation and all amendments thereto including articles of merger.
(b) “Attorney General” shall means the shares of all classes which the corporation is authorized to issue.
(c) “Authorized Shares” means the shares of all classes which the corporation is authorized to issue.
(d) “Capital Surplus” means the entire surplus the entire surplus of a corporation other than its earned surplus.
(e) “Corporation” or “Domestic Corporation” means a corporation other than its earned surplus.
(f) “Court” or “Tribal Court” means the Courts of the Absentee Shawnee Tribe of Oklahoma.
(g) “Earned Surplus” means the portion of the surplus of a corporation equal to the balance of its net profits, income, gains, and losses from the date of incorporation, or from the latest date when a deficit was eliminated by an application of its capital surplus or stated capital or otherwise, after deducting subsequent distributions to shareholders and transfers to stated capital and capital surplus to the extent such distributions and transfers are made out of earned surplus. Earned surplus shall include also any portion of surplus allocated to earned surplus in mergers consolidations or acquisitions of all substantially all of the outstanding shares or of the property and assets of another corporation, domestic o foreign.
(h) “Employee” includes officers but not directors. A director may accept duties which make him also an employee.
(i) “Foreign Corporation” means a corporation for profit organized under laws other than the laws of this Tribe for a purpose or purposes for which a corporation may be organized under this Act.
(j) “Insolvent” means inability of a corporation to pay its debt as they became due in the usual course of its business.
(k) “Jurisdiction” means Indian country, as defined in 18 U.S.C. 1151, of the Absentee Shawnee Tribe, lying within the following described area, to wit: Beginning at a point on the right bank of the north fork of the Canadian River, in section twenty-one, of township eleven north, range five east, where the western boundary line of the Seminole Reservation strikes said river; thence south with said boundary line to the left bank of the Canadian river, thence up said river along the left bank thereof, to a point on said left bank, in the northeast quarter of section thirty-six, township six north, range one west, thirty-nine chains and eighty-two links (by meanders of the river west), from the point where the Indian meridian intersects said river, or thirty-eight chains and fifty two links due west from said Indian meridian; thence north as run by O.T. Morrill, under his contract of September third, eighteen hundred and seventy-two, to a point on the right bank of the north fork of the Canadian River; thence down said river, along the right bank thereof, to the place of beginning, comprising the following, viz:
Fractional township five north, ranges one, two, three, four, and five east, north of the Canadian River. Fractional township six north, ranges one, three, four, and give east, north of the Canadian River. Township six north, range two east.
Townships seven, eight, and nine, ranges one, two, thee, and four east. Fractional townships seven, eight, and nine north, range five east.
Townships ten and eleven north, range one east. Fractional township ten north, range two, three, and four east, south of the north fork of the Canadian River. Fractional, township twelve north, ranges one and two east, south of North Fork of the Canadian River.
Also that portion of sections one, twelve, thirteen, twenty-four, and twenty-five, and section thirty-six, north of the Canadian River in township six north, range one west, lying east of the western boundary line of the said Potawatomi Reservation as shown by the Morrill survey, and that portions of sections one, twelve, thirteen, twenty-four, twenty-five, and thirty-six in townships seven, eight, nine, ten, and eleven north, range one west, lying east of the western boundary line aforesaid, and that portion of sections one and twelve south of the north fork of the Canadian River and sections thirteen, twenty-four, twenty-five, and thirty six, in township twelve north, range one west, lying east of the western boundary line aforesaid, containing an area of five hundred and seventy-five thousand eight hundred and seventy and forty-two one hundredths, acres of land.
(l) “Net Assets” means the amount by which the total assets of a corporation exceed the total debts of a corporation.
(m) “Reservation” shall mean all lands within the exterior boundaries of the Absentee Shawnee Indian Reservation described as follows, to-wit: Beginning at a point on the right bank of the north fork of the Canadian River, in section twenty-one, of township eleven north, range five east, where the western boundary line of the Seminole Reservation strikes said river; thence south with said boundary line to the left bank of the Canadian River; thence up said river alone the left bank thereof, to a point on said left bank, in the northeast quarter of section thirty-six, township six north, range one west, thirty-nine chains, eighty-two links (by the meanders of the river west), from the point where the Indian meridian intersects said river, or thirty-eight chains and eighty-two links due west from said Indian meridian, thence north as run by O.T. Morrill, under his contract of September third, eighteen hundred and seventy-two, to a point on the right bank of the north fork of the Canadian River; thence down said river, along the right bank thereof, to the place of beginning, comprising the following, viz:
Fractional township five north, ranges one, two, three, four, and five east, north of the Canadian Fractional township six, north, ranges one, three, four, and five east, north of the Canadian River. Township six north, range two east.
Township seven, eight, and nine, ranges one, two, three, and four east. Fractional township seven, eight, and nine north, range five east.
Township ten and eleven north, range one east. Fractional township ten north, ranges two three, and four east, south of the north fork of the Canadian river. Fractional township twelve north, ranges one and two east, south of North Fork of the Canadian River.
Also that portion of sections one, twelve, thirteen, twenty-four, and twenty-five, ad section thirty-six, north of the Canadian River in township six north, range one west, lying east of the western boundary line of the said Potawatomi Reservation as shown by the Morrill survey, and that portions of sections one, twelve, thirteen, twenty-four, and twenty-five, ad section thirty-six, in townships seven, eight, nine, ten, and eleven north, range one west, lying east of the western boundary line aforesaid, and that portion of sections one and twelve south of the north fork of the Canadian River, and sections thirteen, twenty-four, twenty-five, and thirty-six, in township twelve north, range one west, lying east of the western boundary line aforesaid, containing an area of five hundred and seventy-five thousand eight hundred and seventy and forty-two one hundredths, acres of land.
(n) “Secretary” means the Secretary of the Absentee Shawnee Tribe of Oklahoma.
(o) “Shareholder” means one who is a holder of record of shares in a corporation. If the articles of incorporation or by-laws so provide, the board of directors may adopt by resolution a procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons. The resolution shall set forth:
(1) The classification of shareholder who may certify.
(2) The purpose or purposes for which the certification may be made.
(3) The form of certification and information to be contained therein.
(4) If the certification is with respect to a record date or closing of the stock transfer books, the time after the record within which the certification must be received b the corporation, and,
(5) Such other provisions with respect to the procedure as are deemed necessary or desirable. Upon receipt by the corporation of a certification complying with the procedure, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the holders of record of the number of shares specified in place of the shareholder making the certification.
(p) “Shares” means the units into which the proprietary interest in a corporation are divided.
(q) “Stated Capital” means, at any particular time, the sum of:
(1) The par value of all shares of the corporation having a par value that have been issued.
(2) The amount of the consideration received by the corporation for all shares of the corporation without par value that have been issued, except such part of the consideration therefor as may have been allocated to capital surplus in a manner permitted by law, and,
(3) Such amounts not included in clauses (1) and (2) of this paragraph as have been transferred to stated capital of the corporation, whether upon the issue of shares as a share dividend or otherwise, minus all reductions from such sum as have been effected in a manner permitted by law. Irrespective of the manner of designation thereof by the laws under which a foreign corporation is organized, the stated capital of a foreign corporation shall be determined on the same basis and in the same manner as the stated capital of a domestic corporation, for the purpose of computing fees, franchise taxes and other charges imposed by this Act.
(r) “Subscriber” means the one who subscribes for shares in a corporation, whether before or after incorporation.
(s) “Surplus” means the excess of the net assets of a corporation over its stated capital.
(t) “Treasury Shares” means shares of a corporation which have been issued, have been subsequently acquired by and belong to the corporation and have not, either by reason of the acquisition or thereafter, been cancelled or restored to the status of authorized by unissued shares. Treasury shall be deemed to be “issued” shares, but not “outstanding” shares.
(u) “Verified” means following the term VERIFIED by on execution of the instrument or document by authorized officer of the corporation or entity filing the instrument which signature by such officer shall be constitute, without more required, the affirmation of the signatory, under penalty of perjury, that the instrument is his or her act and deed and the act and deed of the corporation or entity, as the case may be and that the statements stated therein are true.
Absentee Shawnee Corporation Act Section 2, AST CORP Act Section 2