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U.S. Code as of:
01/19/04
Section 1627. Merger of Native corporations
(a) Applicability of State law
Notwithstanding any provision of this chapter, any corporation
created pursuant to section 1606(d), 1607(a), 1613(h)(2), or
1613(h)(3) of this title within any of the twelve regions of
Alaska, as established by section 1606(a) of this title, may, at
any time, merge or consolidate, pursuant to the applicable
provisions of the laws of the State of Alaska, with any other of
such corporation or corporations created within or for the same
region. Any corporations resulting from mergers or consolidations
further may merge or consolidate with other such merged or
consolidated corporations within the same region or with other of
the corporations created in said region pursuant to section
1606(d), 1607(a), 1613(h)(2), or 1613(h)(3) of this title.
(b) Terms and conditions of merger; rights of dissenting
shareholders; rights and liabilities of successor corporation
Such mergers or consolidations shall be on such terms and
conditions as are approved by vote of the shareholders of the
corporations participating therein, including, where appropriate,
terms providing for the issuance of additional shares of Regional
Corporation stock to persons already owning such stock, and may
take place pursuant to votes of shareholders held either before or
after January 2, 1976: Provided, That the rights accorded under
Alaska law to dissenting shareholders in a merger or consolidation
may not be exercised in any merger or consolidation pursuant to
this chapter effected while the Settlement Common Stock of all
corporations subject to merger or consolidation remains subject to
alienability restrictions..(!1) Upon the effectiveness of any such
mergers or consolidations the corporations resulting therefrom and
the shareholders thereof shall succeed and be entitled to all the
rights, privileges, and benefits of this chapter, including but not
limited to the receipt of lands and moneys and exemptions from
various forms of Federal, State, and local taxation, and shall be
subject to all the restrictions and obligations of this chapter as
are applicable to the corporations and shareholders which and who
participated in said mergers or consolidations or as would have
been applicable if the mergers or consolidations and transfers of
rights and titles thereto had not taken place: Provided, That,
where a Village Corporation organized pursuant to section 1618(b)
of this title merges or consolidates with the Regional Corporation
of the region in which such village is located or with another
Village Corporation of that region, no provision of such merger or
consolidation shall be construed as increasing or otherwise
changing regional enrollments for purposes of distribution of the
Alaska Native Fund; land selection eligibility; or revenue sharing
pursuant to sections 1605(c), 1606(m), 1611(b), 1613(h)(8), and
1606(i) of this title.
(c) Alteration or elimination of dividend rights
Notwithstanding the provisions of section 1606(j) or (m) of this
title, in any merger or consolidation in which the class of
stockholders of a Regional Corporation who are not residents of any
of the villages in the region are entitled under Alaska law to vote
as a class, the terms of the merger or consolidation may provide
for the alteration or elimination of the right of said class to
receive dividends pursuant to said section 1606(j) or (m) of this
title. In the event that such dividend right is not expressly
altered or eliminated by the terms of the merger or consolidation,
such class of stockholders shall continue to receive such dividends
pursuant to section 1606(j) or (m) of this title as would have been
applicable if the merger or consolidation had not taken place and
all Village Corporations within the affected region continued to
exist separately.
(d) Approval of merger or consolidation by shareholders
Notwithstanding any other provision of this section or of any
other law, no corporation referred to in this section may merger or
consolidate with any other such corporations unless that
corporation's shareholders have approved such merger or
consolidation.
(e) Conveyance of right to withhold consent to mineral exploration,
development, etc., as part of merger or consolidation
The plan of merger or consolidation shall provide that the right
of any affected Village Corporation pursuant to section 1613(f) of
this title to withhold consent to mineral exploration, development,
or removal within the boundaries of the Native village shall be
conveyed, as part of the merger or consolidation, to a separate
entity composed of the Native residents of such Native village.
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