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U.S. Code as of:
01/19/04
Section 1629d. Dissenters rights
(a) Coverage
(1) Notwithstanding the laws of the State, if the shareholders of
a Native Corporation -
(A) fail to approve an amendment authorized by section 1629c(b)
of this title to terminate alienability restrictions, a
shareholder who voted for the amendment may demand payment from
the corporation for all of his or her shares of Settlement Common
Stock; or
(B) approve an amendment authorized by section 1629c(d) of this
title to continue alienability restrictions without issuing
alienable common stock pursuant to section 1629c(d)(6) of this
title, a shareholder who voted against the amendment may demand
payment from the corporation for all of his or her shares of
Settlement Common Stock.
(2)(A) A demand for payment made pursuant to paragraph (1)(A)
shall be honored only if at the same time as the vote giving rise
to the demand, the shareholders of the corporation approved a
resolution providing for the purchase of Settlement Common Stock
from dissenting shareholders.
(B) A demand for payment made pursuant to paragraph (1)(B) shall
be honored.
(b) Relationship to State procedure
(1) Except as otherwise provided in this section, the laws of the
State governing the right of a dissenting shareholder to demand and
receive payment for his or her shares shall apply to demands for
payment honored pursuant to subsection (a)(2) of this section.
(2) The board of directors of a Native Corporation may approve a
resolution to provide a dissenting shareholder periods of time
longer than those provided under the laws of the State to take
actions required to demand and receive payment for his or her
shares.
(c) Valuation of stock
(1) Prior to a vote described in subsection (a)(1) of this
section, the board of directors of a Native Corporation may approve
a resolution to provide that one or more of the following
conditions will apply in the event a demand for payment is honored
pursuant to subsection (a)(2) of this section -
(A) the Settlement Common Stock shall be valued as restricted
stock; and
(B) the value of -
(i) any land conveyed to the corporation pursuant to section
1613(h)(1) of this title or any other land used as a cemetery;
and
(ii) the surface estate of any 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) any land or interest in land which the board of
directors believes to be only of speculative value;
shall be excluded by the shareholder making the demand for
payment, the corporation purchasing the Settlement Common Stock
of the shareholder, and any court determining the fair value of
the shares of Settlement Common Stock to be purchased.
(2) No person shall have a claim against a Native Corporation or
its board of directors based upon the failure of the board to
approve a resolution authorized by this subsection.
(d) Form of payment
(1) Prior to a vote described in subsection (a)(1) of this
section, the board of directors of a Native Corporation may approve
a resolution to provide that in the event a demand for payment is
honored pursuant to subsection (a)(2) of this section payments to
each dissenting shareholder shall be made by the corporation
through the issuance of a negotiable note in the principal amount
of the payment due, which shall be secured by -
(A) a payment bond issued by an insurance company or financial
institution;
(B) the deposit in escrow of securities or property having a
fair market value equal to at least 125 per centum of the face
value of the note; or
(C) a lien upon real property interests of the corporation
valued at 125 percent or more of the face amount of the note,
except that no such lien shall be applicable to -
(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 percentage interest in the corporation's timber
resources and subsurface estate that exceeds its percentage
interest in revenues from such property under section 1606(i)
of this title; or
(iii) 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),
unless the Board of Directors (!1) of the corporation acts so as
to make such lien applicable to such surface estate.
(2) A note issued pursuant to paragraph (1) shall provide that -
(A) interest shall be paid semi-annually, beginning as of the
date on which the vote described in subsection (a)(1) of this
section occurred, at the rate applicable on such date to
obligations of the United States having a maturity date of one
year, and
(B) the principal amount and accrued interest on such note
shall be payable to the holder at a time specified by the
corporation but in no event later than the date that is five
years after the date of the vote described in subsection (a)(1)
of this section.
(e) Dividend adjustment
(1) The cash payment made pursuant to subsection (a) of this
section or the principal amount of a note issued pursuant to
subsection (d) of this section to a dissenting shareholder shall be
reduced by the amount of dividends paid to such shareholder with
respect to his or her Settlement Common Stock after the date of the
vote described in subsection (a)(1) of this section.
(2) Upon receipt of a cash payment pursuant to subsection (a) of
this section or a note pursuant to subsection (d) of this section,
a dissenting shareholder shall no longer have an interest in the
shares of Settlement Common Stock or in the Native Corporation.
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