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U.S. Code as of:
01/19/04
Section 1629b. Procedures for considering amendments and resolutions
(a) Coverage
Notwithstanding any provision of the articles of incorporation
and bylaws of a Native Corporation or of the laws of the State,
except those related to proxy statements and solicitations that are
not inconsistent with this section -
(1) an amendment to the articles of incorporation of a Native
Corporation authorized by subsections (g) and (h) of section 1606
of this title, subsection (d)(1)(B) of this section, or section
1629c of this title;
(2) a resolution authorized by section 1629d(a)(2) of this
title;
(3) a resolution to establish a Settlement Trust; or
(4) a resolution to convey all or substantially all of the
assets of a Native Corporation to a Settlement Trust pursuant to
section 1629e(a)(1) of this title;
shall be considered in accordance with the provisions of this
section.
(b) Basic procedure
(1) An amendment or resolution described in subsection (a) of
this section may be approved by the board of directors of a Native
Corporation in accordance with its bylaws. If the board approves
the amendment or resolution, it shall direct that the amendment or
resolution be submitted to a vote of the shareholders at the next
annual meeting or at a special meeting (if the board, at its
discretion, schedules such special meeting). One or more such
amendments or resolutions may be submitted to the shareholders and
voted upon at one meeting.
(2)(A) A written notice (including a proxy statement if required
under applicable law), setting forth the amendment or resolution
approved pursuant to paragraph (1) (and, at the discretion of the
board, a summary of the changes to be effected) together with any
amendment or resolution submitted pursuant to subsection (c) of
this section and the statements described therein shall be sent,
not less than fifty days nor more than sixty days prior to the
meeting of the shareholders, by first-class mail or hand-delivered
to each shareholder of record entitled to vote at his or her
address as it appears in the records of the Native Corporation. The
corporation may also communicate with its shareholders at any time
and in any manner authorized by the laws of the State.
(B) The board of directors may, but shall not be required to,
appraise or otherwise determine the value of -
(i) land conveyed to the corporation pursuant to section
1613(h)(1) of this title or any other land used as a cemetery;
(ii) the surface estate of land that is both -
(I) exempt from real estate taxation pursuant to section
1636(d)(1)(A) of this title; and
(II) used by the shareholders of the corporation for
subsistence uses (as defined in section 3113 of title 16); or
(iii) land or interest in land which the board of directors
believes to be only of speculative value;
in connection with any communication made to the shareholders
pursuant to this subsection.
(C) If the board of directors determines, for quorum purposes or
otherwise, that a previously-noticed meeting must be postponed or
adjourned, it may, by giving notice to the shareholders, set a new
date for such meeting not more than forty-five days later than the
original date without sending the shareholders a new written notice
(or a new summary of changes to be effected). If the new date is
more than forty-five days later than the original date, however, a
new written notice (and a new summary of changes to be effected if
such a summary was originally sent pursuant to subparagraph (A)),
shall be sent or delivered to shareholders not less than thirty
days nor more than forty-five days prior to the new date.
(c) Shareholder petitions
(1)(A) With respect to an amendment authorized by section
1606(g)(1)(B) of this title or section 1629c(b) of this title or an
amendment authorizing the issuance of stock subject to the
restrictions provided by section 1606(g)(2)(B)(iii) of this title,
the holders of shares representing at least 25 per centum of the
total voting power of a Native Corporation may petition the board
of directors to submit such amendment to a vote of the shareholders
in accordance with the provisions of this section.
(B) The requirements of the laws of the State relating to the
solicitation of proxies shall govern solicitation of signatures for
a petition described in subparagraph (A) except that the
requirements of Federal law shall govern the solicitation of
signatures for a petition that is to be submitted to a Native
Corporation which at the time of such submission has issued a class
of equity securities registered pursuant to the Securities Exchange
Act of 1934 [15 U.S.C. 78a et seq.]. If a petition meets the
applicable solicitation requirements and -
(i) the board agrees with such petition, the board shall submit
the amendment and either the proponents' statement or its own
statement in support of the amendment to the shareholders for a
vote, or
(ii) the board disagrees with the petition for any reason, the
board shall submit the amendment and the proponents' statement to
the shareholders for a vote and may, at its discretion, submit an
opposing statement or an alternative amendment.
(2) Paragraph (1) shall not apply to a Native Corporation that on
or before the date one year after February 3, 1988, elects
application of section 1629c(d) of this title in lieu of section
1629c(b) of this title. Until December 18, 1991, paragraph (1)
shall not apply to a Native Corporation that elects application of
section 1629c(c) of this title in lieu of section 1629c(b) of this
title. Insofar as they are not inconsistent with this section, the
laws of the State shall govern any shareholder right of petition
for Native Corporations.
(d) Voting standards
(1) Except as otherwise set forth in subsection (d)(3) of this
section, an amendment or resolution described in subsection (a) of
this section shall be considered to be approved by the shareholders
of a Native Corporation if it receives the affirmative vote of
shares representing -
(A) a majority of the total voting power of the corporation, or
(B) a level of the total voting power of the corporation
greater than a majority (but not greater than two-thirds of the
total voting power of the corporation) if the corporation
establishes such a level by an amendment to its articles of
incorporation.
(2) A Native Corporation in amending its articles of
incorporation pursuant to section 1606(g)(2) of this title to
authorize the issuance of a new class or series of stock may
provide that a majority (or more than a majority) of the shares of
such class or series must vote in favor of an amendment or
resolution described in subsection (a) of this section (other than
an amendment authorized by section 1629c of this title) in order
for such amendment or resolution to be approved.
(3) A resolution described in subsection (a)(3) of this section
shall be considered to be approved by the shareholders of a Native
Corporation if it receives the affirmative vote of shares
representing -
(A) a majority of the shares present or represented by proxy at
the meeting relating to such resolution, or
(B) an amount of shares greater than a majority of the shares
present or represented by proxy at the meeting relating to such
resolution (but not greater than two-thirds of the total voting
power of the corporation) if the corporation establishes such a
level by an amendment to its articles of incorporation.
(e) Voting power
For the purposes of this section, the determination of total
voting power of a Native Corporation shall include all outstanding
shares of stock that carry voting rights except shares that are not
permitted to vote on the amendment or resolution in question
because of restrictions in the articles of incorporation of the
corporation.
(f) Substantially all of the assets
For purposes of this section and section 1629e of this title, a
Native Corporation shall be considered to be transferring all or
substantially all of its assets to a Settlement Trust only if such
assets represent two-thirds or more of the fair market value of the
Native Corporation's total assets.
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