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U.S. Code as of:
01/19/04
Section 1629c. Duration of alienability restrictions
(a) General rule
Alienability restrictions shall continue until terminated in
accordance with the procedures established by this section. No such
termination shall take effect until after July 16, 1993: Provided,
however, That this prohibition shall not apply to a Native
Corporation whose board of directors approves, no later than March
1, 1992, a resolution (certified by the corporate secretary of such
corporation) electing to decline the application of such
prohibition.
(b) Opt-out procedure
(1)(A) A Native Corporation may amend its articles of
incorporation to terminate alienability restrictions in accordance
with this subsection. Only one amendment to terminate alienability
restrictions shall be considered and voted on prior to December 18,
1991. Rejection of the amendment shall not preclude consideration
prior to December 18, 1991, of subsequent amendments to terminate
alienability restrictions.
(B) If an amendment to terminate alienability restrictions is
considered, voted on, and rejected prior to December 18, 1991, then
subsequent amendments to terminate alienability restrictions after
December 18, 1991, shall be considered and voted on -
(i) in the case of an amendment submitted by the board of
directors of the corporation on its own motion, not earlier than
five years after the rejection of the most recently rejected
amendment to terminate restrictions; or
(ii) in the case of an amendment submitted by the board of
directors of the corporation pursuant to a shareholder petition,
not earlier than two years after the rejection of the most
recently rejected amendment to terminate restrictions.
(C) If no amendment to terminate alienability restrictions is
considered and voted on prior to December 18, 1991, then amendments
to terminate alienability restrictions after December 18, 1991,
shall be considered and voted on -
(i) in the case of an amendment submitted by the board of
directors of the corporation on its own motion, not more than
once every five years; or
(ii) in the case of an amendment submitted by the board of
directors of the corporation pursuant to a shareholder petition,
not more than once every two years.
(2) An amendment authorized by paragraph (1) shall specify the
time of termination, either by establishing a date certain or by
describing the specific event upon which alienability restrictions
shall terminate.
(3) Dissenters rights may be granted by the corporation in
connection with the rejection of an amendment to terminate
alienability restrictions in accordance with section 1629d of this
title. Once dissenters rights have been so granted, they shall not
be granted again in connection with subsequent amendments to
terminate alienability restrictions.
(c) Recapitalization procedure
(1)(A) On or prior to December 18, 1991, a Native Corporation may
amend its articles of incorporation to implement a recapitalization
plan in accordance with this subsection. Rejection of an amendment
or amendments to implement a recapitalization plan shall not
preclude consideration prior to December 18, 1991, of a subsequent
amendment or amendments to implement such a plan. Subsequent
amendment or amendments shall be considered and voted on not
earlier than one year after the date on which the most recent
previous recapitalization plan was rejected. No recapitalization
plan shall provide for the termination of alienability restrictions
prior to December 18, 1991.
(B) An amendment or amendments submitted pursuant to subparagraph
(A) (and any subsequent amendment submitted pursuant to
subparagraph (C)) may provide for the maintenance or extension of
alienability restrictions for -
(i) an indefinite period of time;
(ii) a specified period of time not to exceed fifty years; or
(iii) a period of time that shall end upon the occurrence of a
specified event.
(C) If an amendment or amendments approved pursuant to
subparagraph (A) or this subparagraph maintains or extends
alienability restrictions for a specified period of time,
termination of the restrictions at the close of such period may be
postponed if a further amendment to the articles of incorporation
of the corporation is approved to extend the restrictions. There
shall be no limit on the number of such amendments that can be
approved. Such amendments shall not be effective to extend the
restrictions unless approved prior to the expiration of the period
of maintenance or extension then in force.
(D) The board of directors may ask the shareholders to approve en
bloc pursuant to a single vote a series of amendments (including an
amendment to authorize the issuance of stock pursuant to section
1606(g) of this title) to implement a recapitalization plan that
includes a provision maintaining alienability restrictions.
(2)(A) If an amendment to the articles of incorporation of a
Native Corporation maintaining or extending alienability
restrictions for a specified period of time is approved pursuant to
paragraph (1), the restrictions shall automatically terminate at
the end of such period unless the restrictions are extended in
accordance with the provisions of paragraph (1)(C).
(B)(i) A Native Corporation that approves an amendment to its
articles of incorporation pursuant to paragraph (1)(B) to maintain
or extend alienability restrictions for an indefinite period may
later amend its articles to terminate such restrictions. Such
amendment shall specify the time of termination, either by
establishing a date certain or by describing the specific event
upon which the restrictions shall terminate.
(ii) Rejection of an amendment described in clause (i) by the
shareholders shall not preclude consideration of subsequent
amendments to terminate alienability restrictions.
(3) If a recapitalization plan approved pursuant to paragraph (1)
distributes voting alienable common stock to each holder of shares
of Settlement Common Stock (issued pursuant to section
1606(g)(1)(A) of this title) that carries aggregate dividend and
liquidation rights equivalent to those carried by such shares of
Settlement Common Stock (except for rights to distributions made
pursuant to sections 1606(j) and 1606(m) of this title) upon
completion of the recapitalization plan, then such holder shall
have no right under section 1629d of this title and any other
provision of law to further compensation from the corporation with
respect to action taken pursuant to this subsection.
(d) Opt-in procedure
(1)(A) Subsection (b) of this section shall not apply to a Native
Corporation whose board of directors approves, no later than one
year after February 3, 1988, a resolution electing the application
of this subsection and such resolution is not validly rescinded
pursuant to paragraph (2)(B)(ii).
(B) This subsection shall not apply to Village Corporations,
Urban Corporations, and Group Corporations located outside of the
Bristol Bay and Aleut regions.
(2)(A) Alienability restrictions imposed on Settlement Common
Stock issued by a Native Corporation electing application of this
subsection shall terminate on December 18, 1991, unless extended in
accordance with the provisions of this subsection.
(B)(i) The board of directors of a Native Corporation electing
application of this subsection shall, at least once prior to
January 1, 1991, approve, and submit to a vote of the shareholders,
an amendment to the articles of incorporation of the corporation to
extend alienability restrictions. If the amendment is not approved
by the shareholders, the board of directors may submit another such
amendment to the shareholders once or more a year until December
18, 1991.
(ii) In lieu of approving the amendment to the articles of
incorporation described in clause (i) and submitting such amendment
to a vote of the shareholders, at any time prior to January 1,
1991, the board of directors of a Native Corporation that has
approved a resolution described in paragraph (1)(A) may approve a
new resolution rescinding that prior resolution. Upon approval of
the new resolution rescinding a resolution described in paragraph
(1)(A), the latter resolution shall be void and alienability
restrictions on the Settlement Common Stock of such corporation
shall continue subsequent to December 18, 1991, until such time as
the alienability restrictions are terminated pursuant to the
procedure described in subsection (b) of this section.
(iii) Notwithstanding any other provision of law, a civil action
that challenges the constitutionality of any provision in clause
(ii) shall be barred unless it is filed within one year after the
date of the vote of the board of directors approving a resolution
to rescind a prior opt-in election under paragraph (1)(A). Any such
civil action shall be filed in accordance with section 16(b) of the
Alaska Native Claims Settlement Act Amendments of 1987 (101 Stat.
1813-1814).
(C) An amendment submitted pursuant to subparagraph (B) and any
amendment submitted pursuant to subparagraph (D) may provide for an
extension of alienability restrictions for -
(i) an indefinite period of time, or
(ii) a specified period of time of not less than one year and
not more than fifty years.
(D) If an amendment approved by the shareholders of a Native
Corporation pursuant to subparagraph (B) or this subparagraph
extends alienability restrictions for a specified period of time,
termination of the restrictions at the close of such period may be
postponed if a further amendment to the articles of incorporation
of the corporation is approved to extend the restrictions. There
shall be no limit on the number of such amendments that can be
approved. Such amendments shall not be effective to extend the
restrictions unless approved prior to the expiration of the period
of extension then in force.
(3)(A) If an amendment to the articles of incorporation of a
Native Corporation extending alienability restrictions for a
specified period of time is approved pursuant to paragraph (2), the
restrictions shall automatically terminate at the end of such
period unless the restrictions are extended in accordance with the
provisions of paragraph (2)(D).
(B) If the board of directors of a Native Corporation electing
application of this subsection does not submit for a shareholder
vote an amendment to the articles of incorporation of the
corporation in accordance with paragraph (2)(B), or if the
amendment submitted does not comply with paragraph (2)(C),
alienability restrictions shall not terminate and shall instead
remain in effect until such time as a court of competent
jurisdiction, upon petition of one or more shareholders of the
corporation, orders that a shareholder vote be taken on an
amendment which complies with paragraph (2)(C) and such vote is
conducted. Following the vote, the status of alienability
restrictions shall be determined in accordance with the other
provisions of this subsection and the amendment, if approved.
(4)(A) A Native Corporation that approves an amendment to its
articles of incorporation pursuant to paragraph (2) to extend
alienability restrictions for an indefinite period of time may
later amend its articles of incorporation to terminate the
restrictions. Such amendment shall specify the time of termination,
either by establishing a date certain or by describing the specific
event upon which the restrictions shall terminate.
(B) The rejection of an amendment described in subparagraph (A)
by the shareholders shall not preclude consideration of subsequent
amendments to terminate alienability restrictions.
(5)(A) If a Native Corporation amends its articles of
incorporation pursuant to paragraph (2) to extend alienability
restrictions, a shareholder who -
(i) voted against such amendment, and
(ii) desires to relinquish his or her Settlement Common Stock
in exchange for the stock or payment authorized by the board of
directors pursuant to subparagraph (B),
shall notify the Corporation within ninety days of the date of the
vote of the shareholders on the amendment of his or her desire.
(B) Within one hundred and twenty days after the date of the vote
described in subparagraph (A), the board of directors shall approve
a resolution to provide that each shareholder who has notified the
corporation pursuant to subparagraph (A) shall receive either -
(i) alienable common stock in exchange for his or her
Settlement Common Stock pursuant to paragraph (6), or
(ii) an opportunity to request payment for his or her
Settlement Common Stock pursuant to section 1629d(a)(1)(B) of
this title.
(C) This paragraph shall apply only to the first extension of
alienability restrictions approved by the shareholders. No
dissenters rights of any sort shall be permitted in connection with
subsequent extensions of such restrictions.
(6)(A) If the board of directors of a Native Corporation approves
a resolution providing for the issuance of alienable common stock
pursuant to paragraph (5)(B), then on December 18, 1991, or sixty
days after the approval of the resolution, whichever later occurs,
the Settlement Common Stock of each shareholder who has notified
the corporation pursuant to paragraph (5)(A) shall be deemed
canceled, and shares of alienable common stock of the appropriate
class shall be issued to such shareholder, share for share, subject
only to subparagraph (B) and to such restrictions consistent with
this chapter as may be provided by the articles of incorporation of
the corporation or in agreements between the corporation and
individual shareholders.
(B)(i) Alienable common stock issued in exchange for Settlement
Common Stock issued subject to the restriction authorized by
section 1606(g)(1)(B)(iii) of this title shall bear a legend
indicating that the stock will eventually be canceled in accordance
with the requirements of that section.
(ii) Alienable common stock issued in exchange for a class of
Settlement Common Stock carrying greater per share voting power
than Settlement Common Stock issued pursuant to subsections
(g)(1)(A) and (g)(1)(B) of this section shall carry such voting
power and be subject to such other terms as may be provided in the
amendment to the articles of incorporation authorizing the issuance
of such class of Settlement Common Stock.
(iii) In the resolution authorized by paragraph (5)(B), the board
of directors shall provide that each share of Settlement Common
Stock carrying the right to share in distributions made to
shareholders pursuant to subsections (j) and (m) of section 1606 of
this title shall be exchanged either for -
(I) a share of alienable common stock carrying such right, or
(II) a share of alienable common stock that does not carry such
right together with a separate, non-voting security that
represents only such right.
(iv) In the resolution authorized by paragraph (5)(B), the board
of directors may impose upon the alienable common stock to be
issued in exchange for Settlement Common Stock one or more of the
following -
(I) a restriction granting the corporation, or the corporation
and members of the shareholder's immediate family who are Natives
or descendants of Natives the first right to purchase, on
reasonable terms, the alienable common stock of the shareholder
prior to the sale or transfer of such stock (other than a
transfer by will or intestate succession) to any other party,
including a transfer in satisfaction of a lien, writ of
attachment, judgment execution, pledge, or other encumbrance; or
(II) any other term, restriction, limitation, or other
provision permitted under the laws of the State.
(C) The articles of incorporation of the Native Corporation shall
be deemed amended to implement the provisions of the resolution
authorized by paragraph (5)(B).
(D) Alienable common stock issued pursuant to this subparagraph
shall not be subjected to a lien or judgment execution based upon
any asserted or unasserted legal obligation of the original
recipient arising prior to the issuance of such stock.
(7)(A) No share of alienable common stock issued pursuant to
paragraph (6) shall carry voting rights if it is owned, legally or
beneficially, by a person not a Native or a descendant of a Native.
(B)(i) A purchaser or other transferee of shares of alienable
common stock shall, as a condition of the obligation of the issuing
Native Corporation to transfer such shares on the books of the
corporation, deliver to the corporation or transfer agent, as the
case may be, a statement on a form prescribed by the corporation
identifying the number of such shares to be transferred to such
transferee and certifying -
(I) that such transferee is or is not a Native or a descendant
of a Native;
(II) that such transferee, if not a Native or a descendant of a
Native, understands that shares of such alienable common stock
shall not carry voting rights so long as such shares are held by
the transferee or any subsequent transferee not a Native or a
descendant of a Native;
(III) that such transferee, if a purchaser, understands that
such acquisition may be subject to section 78m(d) of title 15 and
the regulations of the Securities and Exchange Commission
promulgated thereunder; and
(IV) whether such transferee will be the sole beneficial owner
of such shares (if not, the transferee must certify as to the
identities of all beneficial owners of such shares and whether
such owners are Natives or descendants of Natives).
(ii) The statement required by clause (i) shall be prima facie
evidence of the matters certified therein and may be relied upon by
the corporation in effecting a transfer on its books.
(iii) For purposes of this subparagraph, a beneficial owner of a
security includes any person (including a corporation, partnership,
trust, association, or other entity) who, directly or indirectly,
through any contract, arrangement, understanding, relationship, or
otherwise has or shares -
(I) voting power, which includes the power to vote, or to
direct the voting of, such security; or
(II) investment power, which includes the power to dispose of,
or to direct the disposition of, such security.
(iv) Any person who, directly or indirectly, creates or uses a
trust, proxy, power of attorney, pooling arrangement, or any other
contract, arrangement, or device with the purpose or effect of
divesting such person of beneficial ownership of a security or
preventing the vesting of such beneficial ownership as part of a
plan or scheme to evade the requirements imposed by this section or
section 78m(d) of title 15 shall be deemed for purposes of such
sections to be the beneficial owner of such security.
(C) The statement required by subparagraph (B) shall be verified
by the transferee before a notary public or other official
authorized to administer oaths in accordance with the laws of the
jurisdiction of the transferee or in which the transfer is made.
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