The Confederated Tribes of the Grand Ronde Community of Oregon [Ordinances]

	Date Originally Adopted: 08-02-00
	Subject: Governmental Corporations Ordinance
	Date Amended: 7-3-02
	Resolution Number: 105-00; 123-02

Governmental Corporations Ordinance

Tribal Code § 720

(a) AUTHORITY AND PURPOSE

(1) The authority for this Ordinance is found in the Tribal Constitution under Article III, Section 1.

(2) The purpose of this Ordinance is to set forth policies and procedures for the governance of governmental corporations chartered under Tribal law.

(b) BACKGROUND AND INTENT

(1) The Tribe retains as one of its governmental powers, where consistent with the trusteeship of the United States, the authority to commercially utilize its resources for the economic benefit of the Tribe and to organize corporations for this purpose. This Ordinance establishes policies and procedures consistent with this authority to regulate the
incorporation, governance and dissolution of governmental corporations as distinct arms of the Tribal government, subject to the provisions of the Tribe's Constitution.

(2) The Tribal Council has found that to promote the efficient use of Tribal assets it is necessary for the development and management of economic enterprises to be separated from other governmental functions of the Tribe and placed within the responsibility of persons and entities separate from the Tribal Council, so that commercial development may take place within, and based upon, objective economic and financial principals.

(3) The Tribal Council has found that it is in the best interests of the Tribe for governmental corporations to operate separate, independent, and autonomous from the Tribal Council, except in limited circumstances.

(c) PRIVILEGES AND IMMUNITIES

The corporations established under this Ordinance shall be considered to be governmental agencies and instrumentalities of the Tribe, created to carry out the responsibilities of the Tribal Council for Tribal economic development and the advancement of Tribal members. Such corporations, their officers, and employees are, therefore, entitled to all of the privileges and immunities enjoyed by the Tribe; including, but not limited to, immunities from suit in federal, state and tribal courts, and federal and state taxation or regulation, except as specifically set out in the corporate charters granted pursuant to this Ordinance or as specifically waived by Tribal Council, other Tribal Ordinances or applicable federal law.

(d) SUBSIDIARY CORPORATION

Any corporation created pursuant to this Ordinance may, by obtaining a charter from the Tribal Council pursuant to this Ordinance, establish a subsidiary corporation in which the parent corporation retains all of the stock of the subsidiary corporation. A subsidiary corporation and its officers and employees have all the same powers, privileges and immunities, as any other corporation established pursuant to this Ordinance.


(e) OWNERSHIP

Every corporation created pursuant to this Ordinance shall have at all times one-hundred (100%) percent of its stock owned by the Tribe or another Tribal corporation created pursuant to this Ordinance. The Tribe shall be represented solely at all times by and through its Tribal Council. Tribal Council meetings may serve as shareholder meetings when the Tribe is the
shareholder.


(f) POWERS, DURATION

The powers of corporations created pursuant to this Ordinance shall be set out in the charters of the corporations. The duration of corporations created under this Ordinance shall be perpetual unless a different duration is stated in the charter.


(g) TRIBAL COURTS -JURISDICTION, ENFORCEMENT OF ORDINANCE

Notwithstanding the immunity from suit conveyed upon corporations created pursuant to this Ordinance, the provisions of this Ordinance or Tribal resolutions passed pursuant to this Ordinance may be enforced against any such corporation, parent or subsidiary, its directors or officers by an action brought in accordance with section (u), when brought by Tribal Council or a parent corporation.


(h) ASSETS

The assets every corporation created under this Ordinance shall be separate and distinct from those of the Tribe. In no case shall Tribal assets not specifically pledged in a manner permitted by law be considered assets of a corporation created under this Ordinance for any purpose.

(i) AUDIT

The Tribal Council, by duly adopted resolution, may at any time require that any corporation created under this Ordinance be audited by an independent auditor hired by the Tribal Council and shall have the absolute right to require access to all Corporate documents necessary for such an audit.

(j) ANNUAL MEETING, ANNUAL REPORT TO TRIBAL COUNCIL, ANNUAL BUDGET

The Board of Directors and management of each corporation created pursuant to this Ordinance shall hold at least one meeting per year, on thirty (30) days notice, on Tribal land, at which the Board shall answer any questions asked of them by members of Tribal Council. Each Board shall also file a full report of the financial and business activities of the corporation with the Tribal Council on an annual basis. Each Board shall present to the Tribe's Finance Officer a proposed budget by October 31 of each year. The Tribe's Finance Officer shall arrange a presentation of the proposed budget to Tribal Council and Tribal Council shall provide comments, if any, to each Board by December 1 of the same year.

(k) PROCESS FOR INCORPORATION

(1) Incorporators. One or more persons or a corporation chartered under this Ordinance may act as the incorporator or incorporators of a corporation by presenting articles of incorporation to the Tribal Council for chartering.

(2) Articles of Incorporation.

(A) The articles of incorporation must set forth:

1. the corporate name of the corporation;

2. the street address of the corporation's initial registered office located on Grand Ronde Tribal lands and the name of its initial registered agent at that office; and

3. the name and address of each incorporator.

(B) The articles of incorporation may set forth:

1. the names and address of the individuals who are to serve as the initial directors.

2. provisions not inconsistent with law regarding:

(i) the purpose or purposes for which the corporation is organized;

(ii) managing the business and regulating the affairs of the corporation;

(iii) defining, limiting and regulating the powers of the corporation or its board of directors; and

3. any provision that under this Ordinance is required or permitted to be set forth in the bylaws.

(C) The articles of incorporation need not restate any of the corporate powers enumerated in this Ordinance.

(3) Incorporation.

(A) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation have been approved and the corporation chartered by resolution of Tribal Council.

(B) The resolution of Tribal Council chartering the corporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the Tribe to cancel or revoke the incorporation or involuntarily dissolve the corporation.

(4) Liability for Pre-incorporation Transactions. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this Ordinance, are jointly and severally liable for all liabilities created while so acting, unless such actions are subsequently ratified by the corporation's board of directors.

(5) Organization of Corporation. After incorporation, the initial directors shall hold an organizational meeting, on Grand Ronde Tribal lands, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting.

(6) Bylaws.

(A) The board of directors shall adopt the initial bylaws for the corporation.

(B) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with applicable law or the corporation's articles of incorporation.

(l) CORPORATE PURPOSES AND POWERS

(1) Corporate Purposes. Every corporation incorporated under this Ordinance has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation or charter.

(2) A corporation engaging in a business whose activity is subject to regulation under other laws of the Tribe may incorporate under this Ordinance, subject to all limitations of the other tribal law.

(3) General Powers.

(A) to make and amend bylaws, not inconsistent with its articles of incorporation, its charter, or the laws of the Tribe, for managing the business and regulating the affairs of the corporation.

(B) to purchase, receive, lease or otherwise acquire and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located subject to the limitations set forth in this Ordinance, its corporate charter, or articles of incorporation.

(C) to sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all or any part of its property subject to the limitations set forth in this Ordinance, its corporate charter, or articles of incorporation.

(D) to make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises or income subject to the limitations set forth in this Ordinance, its corporate charter, or articles of incorporation.

(E) to lend money, invest and reinvest its funds and receive and hold real and personal property as security for repayment subject to the limitations set forth in this Ordinance, its corporate charter, or articles of incorporation.

(F) to appoint officers, employees and agents of the corporation, define their duties and fix their compensation, provided however, that compensation of director level and higher employees shall be approved by Tribal Council.

(G) to pay pensions and establish pension plans, pension trusts and benefit or incentive plans for any or all of its current or former directors, officers, employees and agents.

(H) to transact any lawful business that will aid corporate and Tribal governmental policies.

(I) to make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.

(4) Ultra Vires.

(A) Except as provided in subsection (B) below, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

(B) A corporation's power to act may be challenged:

1. in an action by the Tribal Council or a parent corporation the corporation to enjoin the act pursuant to section (u); or

2. in an action by the corporation, directly, derivatively, or through a receiver, trustee or other legal representative, against an incumbent or former director, officer, employee or agent of the corporation pursuant to section (u).

(5) Policies and Procedures.

(A) Each corporation shall adopt policies and procedures appropriate for the corporation's business, including the following:

1. Financial Systems and Controls.

2. Feasibility Determination and Due Diligence Procedures.

3. Investment Evaluation Procedures, if applicable, to the corporation's business.

4. Human Resource Policies and Procedures.

(B) The Boards of Directors of each governmental corporation shall diligently proceed to bring such corporate policies and procedures into compliance with this subsection (l)(5), shall provide Tribal Council copies of all proposed policies and procedures by August 15, 2002, prior to implementation, and shall implement all policies and procedures no later than September 1, 2002.

(6) Financial Reports. Each Corporation shall submit the following financial reports to the Tribal Council or its designee:

(A) Balance sheet, profit and loss statement and cash flow statement on a monthly basis; and

(B) Any other reports to such Corporation's Board of Directors containing financial information as prepared in the ordinary course of business.

(7) Legal Representation. Any legal services a corporation may require shall be handled through the Tribal Attorney's Office.

(m) CORPORATE NAME

(1) A corporate name must contain the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd."

(2) A corporate name must be distinguishable from the name of a corporation incorporated or chartered pursuant to this Ordinance.

(3) A corporation may use the name of another corporation chartered under this Ordinance if the proposed user corporation has merged with the other corporation; has been formed by reorganization of the other corporation; or has acquired all or substantially all of the assets, including the corporate name, of the other corporation.

(n) REGISTERED OFFICE AND AGENT

(1) Registered Office and Registered Agent. Each corporation chartered under this Ordinance, must continuously maintain:

(A) a registered office, on Grand Ronde tribal lands, that may be the same as any of its places of business; and

(B) a registered agent, who may be:

1. a corporation chartered under this Ordinance whose business offices is identical with the registered office; or

2. an individual whose business office is identical to the registered office.

(o) SHARES

(1) Issued and Outstanding Shares. A corporation may issue shares as authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are
reacquired, redeemed or canceled.

(2) Stock -Alienation. No stock in any corporation created pursuant to this Ordinance and owned by a corporation created pursuant to this Ordinance may be alienated except
through dissolution.

(3) Liability of Shareholder. Unless otherwise provided in the charter or articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that a shareholder may become personally liable by reason of its own acts or conduct.

(4) Form and Content of Certificates.

(A) Shares may but need not be represented by certificates. Unless this Ordinance or another Ordinance expressly provides otherwise, the rights and obligations of a shareholder is identical whether or not its shares are represented by certificates.

(B) If issued, each share certificate must state on its face at a minimum:

1. the name of the issuing corporation and that it is organized under the laws of the Tribe;

2. the name of the entity to whom issued; and

3. the number of shares the certificate represents.

(C) If issued, each share certificate (1) must be signed by two officers designated in the bylaws or by the board of directors; and (2) may bear the corporate seal or its facsimile.

(D) If the person who signed a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.

(5) Shares Without Certificates. Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of shares without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.

(6) Distributions to Shareholder.

(A) A corporation chartered under this Ordinance shall distribute all profits of the corporation to its shareholder except that a corporation may retain reserves necessary to carry on corporate business in a reasonably prudent manner and as recommended by the board of directors and approved by the shareholder, subject to further limitations set forth in the articles of incorporation and the limitation in subsection (B) below.

(B) No distribution may be made if, after giving it effect:

1. the corporation would not be able to pay its debts as they become due in the usual course of business; or

2. the corporation's total assets would be less than the sum of its total liabilities plus (unless the articles of incorporation permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution to satisfy the preferential rights upon dissolution of shareholder show preferential rights are superior to those receiving the distribution.

(C) The board of directors may base a determination that a distribution is not prohibited under subsection (B) above either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the
circumstances.

(D) The effect of a distribution under subsection (B) above is measured:

1. in the case of distribution by purchase, redemption, or other acquisition of the corporation's shares, as of the earlier of (i) the date money or other property is transferred or debt incurred by the corporation or (ii) the date the shareholder ceases to be a shareholder with respect to the acquired shares;

2. in the case of any other distribution of indebtedness, as of the date the indebtedness is distributed;

3. in all other cases, as of (i) the date the distribution is authorized if the payment occurs within 120 days after the date of authorization or (ii) the date the payment is made if it occurs more than 120 days after the date of authorization.

(E) A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.

(p) SHAREHOLDER MEETINGS

(1) Annual Meeting.

(A) A corporation shall hold annually, at a time stated in or fixed in accordance with the bylaws, a meeting of the shareholder.

(B) Annual shareholder meetings shall be held on Grand Ronde Tribal lands at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office.

(C) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.

(2) Special Meeting.

(A) A corporation shall hold a special meeting of its shareholder:

1. on call of its board of directors or the person or persons authorized to do so by the articles or incorporation or bylaws; or

2. if the shareholder signs, dates and delivers to the corporation's secretary written demand for the meeting describing the purpose or purposes for which it is to be held.

(B) Special shareholder meetings shall be held on Grand Ronde Tribal lands, unless otherwise directed by the shareholder, at the place stated in or fixed in accordance with the bylaws.

(C) Only business within the purpose or purposes described in the meeting notice required by section (p)(4)(C) may be conducted at a special shareholder meeting.

(3) Action Without Meeting.

(A) Action required or permitted by this Ordinance to be taken at a shareholder's meeting may be taken without a meeting. The action must be evidenced by one or more written consents describing the action taken, signed by the shareholder and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(B) A consent signed under this section has the effect of a meeting vote and may be described as such in any documents.

(4) Notice of Meeting.

(A) A corporation shall notify its shareholder of the date, time and place of each annual and special shareholder's meeting no fewer than 30 nor more than 60 days before the meeting date.

(B) Unless this Ordinance or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.

(C) Notice of a special meeting must include a description of the purposes or purposes for which the meeting is called.

(D) Unless the bylaws require otherwise, if an annual or special shareholder's meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment.

(5) Waiver of Notice.

(A) A shareholder may waive any notice required by this Ordinance, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(B) Attendance at a meeting by the shareholder's authorized representative:

1. waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting;

2. waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes describe in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

(6) Shareholder Management Functions.

Unless otherwise provided in the charter of articles of incorporation of corporations chartered under this Ordinance, shareholders shall have limited management functions. Shareholder control will take the form of voting at shareholder meetings or giving written consents with respect to (a) election and removal of directors; (b) adoption, amendment, and repeal of bylaws in accordance with subsection (v)(7); (c) shareholder resolutions, including ratification of actions of the board of directors, and (d) extraordinary corporate matters (i.e., amendments of the articles of incorporation, sale or lease of assets not in the regular course of business, merger, consolidation, dissolution, etc.). In general, shareholders elect the board of directors who manage the corporation by determining corporate policy and appointing officers to execute such policy; can intrude on the managerial discretion of the board only to a limited extent; and control such extraordinary matters as are beyond the scope of ordinary management.

(q) DIRECTORS

(1) Requirement For And Duties Of Boards of Directors.

(A) Each corporation must have a board of directors.

(B) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitations set forth in its charter or the articles of incorporation.

(2) Organization. The Tribal Council shall by resolution appoint the initial, organizing directors of all corporations created pursuant to this Ordinance.

(3) Qualifications of Directors. The articles of incorporation may describe qualifications for directors.

(4) Number and Election of Directors.

(A) A board of directors must consist of one or more individuals, with the number specified or fixed in accordance with the charter, articles of incorporation
or bylaws.

(B) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of
directors.
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(C) Directors are elected at the first annual shareholder's meeting and at each annual meeting thereafter unless their terms are staggered under the charter or
articles.

(5) Terms of Directors Generally.

(A) The terms of the initial directors of a corporation expire at the first shareholder's meeting at which directors are elected.

(B) The terms of all other directors expire at the next annual shareholder's meeting following their election unless their terms are staggered under the charter or articles of incorporation.

(C) A decrease in the number of directors does not shorten an incumbent director's term.

(D) The term of a director elected to fill a vacancy expires at the next time set for expiration of the term for which the director was elected to complete.

(E) Despite the expiration of a director's term, he or she continues to serve until his or her successor is elected and qualifies or until there is a decrease in the number of directors.

(6) Resignation of Directors.

(A) A director may resign at any time by delivering written notice to the board of directors or its chairman.

(B) A resignation is effective when the notice is delivered unless the notice specifies a later effective date.

(7) Removal of Directors by Shareholders.

(A) The shareholder may remove one or more directors with or without cause, unless the articles of incorporation provides that the directors may be removed only for cause.

(B) A director may be removed by the shareholder only at a meeting called for the purpose of removing him or her and the meeting notice must state that purpose, or one of the purposes, of the meeting is removal of the director. If Tribe through its Tribal Council is the shareholder then a Tribal Council meeting may serve as the requisite shareholder meeting.

(8) Vacancy on Board.

(A) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors the shareholder may fill the vacancy.

(B) A vacancy that will occur at a specific later date (by reason of resignation effective at a later date under section (q)(6)(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

(9) Compensation of Directors. Unless the articles of incorporation or bylaws provide otherwise, the shareholder may fix the compensation of directors; provided however, that if the Tribe is not the shareholder, such compensation must be approved by Tribal Council.

(10) Meetings of Board.

(A) The board of directors may hold regular and special meetings.

(B) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

(C) All regular board meetings of the corporation chartered under this Ordinance shall be conducted on Grand Ronde Tribal lands.

(D) All members of the Tribal Council shall receive reasonable advance written notice of regular and special board meetings and shall be invited to attend.

(11) Action Without Meeting.

(A) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this Ordinance to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.

(B) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.

(C) A consent signed under this section has the effect of a meeting vote and may be described as such in any documents.

(12) Notice of Meeting.

(A) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting, except as provided in subsection 10(D) above.

(B) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two days' notice of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of
incorporation or bylaws.

(13) Waiver of Notice.

(A) A director may waive any notice required to directors by this Ordinance, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided in subsection (B) below, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.

(B) A director's attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the director at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote or assent to action
taken at the meeting.

(14) Quorum and Voting.

(A) Unless the articles of incorporation or bylaws require a greater number, a quorum of a board of directors consists of:

1. a majority of the fixed number of directors if the corporation has a fixed board size; or

2. a majority of the number of directors in office immediately before the meeting begins, if the corporation has a variable-range size board.

(B) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or number of directors in office, as determined under subsection (A) above.

(C) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.

(D) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless (1) he objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting; (2) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

(15) Committees.

(A) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee may have three or more members, who serve at the pleasure of the board of directors.

(B) The creation of a committee and appointment of members to it must be approved by the greater of (1) a majority of all the directors in office when the action is taken, or (2) the number of directors required by the articles of incorporation or bylaws to take action under section (q)( 14).

(C) Sections (q)( 10) through (q)( 14), which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.

(D) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under section (q)( 1).

(E) A committee may not, however:

1. authorize distributions;

2. approve or propose to the shareholder action that this Ordinance requires to be approved by shareholder;

3. fill vacancies on the board of directors or on any of its committees;

4. amend articles of incorporation;

5. adopt, amend or repeal bylaws;

6. approve a plan of merger not requiring shareholder approval;

7. authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or

8. authorize or approve the issuance of shares.

(F) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section (q)( 16)( A).

(16) Standards of Conduct for Directors.

(A) General Standards for Directors include:

1. a director shall discharge his or her duties as a director, including his or her duties as a member of a committee:

(i) in good faith;

(ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

(iii) in a manner he or she reasonably believes to be in the best interests of the corporation.

2. In discharging his or her duties a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

(i) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;

(ii) legal counsel, public accounts, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or

(iii) a committee of the board of directors of which he or she is not a member if the director reasonably believes the committee merits confidence.

3. A director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) unwarranted.

4. A director is not liable for any action taken as a director, or any failure to take any action, if he or she performed the duties of his or her office in compliance with this section.

(B) Director Conflict of Interest.

1. A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest, including voting on a matter before the board of directors in which the director has a direct or indirect conflict of interest. A conflict of interest transaction is not voidable by the corporation solely because of the director's interest in the transaction if any one of the following is true:

(i) the material facts of the transaction and the director's interest were disclosed or known to the board of directors or a committee of the board of directors and the board or committee authorized, approved or ratified the transaction;

(ii) the material facts of the transaction and the director's interest were disclosed or known to the shareholder and they authorized, approved or ratified the transaction; or

(iii) the transaction was fair to the corporation.

2. For purposes of this section, a director of the corporation has an indirect interest in a transaction if (i) another entity in which he or she has a material financial interest in or which he or she is a general partner is a party to the transaction or (ii) another entity of which he or she is a director, officer, or trustee is a party to the transaction and the transaction is or should be considered by the board of directors of the corporation.

3. For purposes of subsection (q)(16)(B)(1), a conflict of interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the directors on the board of directors (or on the committee) who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved or ratified under this section by a single director. If a majority of the directors who have no direct or indirect interest in the transaction vote to authorize, approve or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under subsection (B)(1) if the transaction is otherwise authorized, approved or ratified as provided in that subsection.

4. For purposes of subsection (q)(16)(B)(1), a conflict of interest transaction is authorized, approved, or ratified if it receives shareholder approval.

(17) Director's Management Functions. Directors are required to use their best judgment and independent discretion and are responsible for the determination and execution of corporate policy, including (a) policy decisions with respect to products, services, prices, wages, employment and labor relations; (b) selection, supervision, and removal of officers and possibly other executive personnel; (c) fixing of executive compensation (subject to approval by Tribal Council under section (l)(3)(F) of this Ordinance), pension, retirement, etc. plans; (d) determination of dividends (subject to subsection (o)(6) hereof), financing and capital changes; (e) delegation of authority for administrative and possibly other action; (f) possible adoption, amendment and repeal of bylaws; (g) possible participation, along with shareholder, in approving various extraordinary corporate matters; and (h) supervision and vigilance for the welfare of the corporation.

(r) OFFICERS

(1) Required Officers.

(A) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.

(B) A duly appointed officer may appoint one or more assistant officers if authorized by the bylaws or the board of directors.

(C) The bylaws or the board of directors shall delegate to one of the officers responsibility for preparing minutes of the directors' and shareholder's meetings and for authenticating records of the corporation.

(D) The same individual may simultaneously hold more than one office in a corporation.

(2) Duties of Officers. Each officer has the authority and shall perform the duties set forth in the bylaws, or to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.

(3) Officer's Management Functions. Officers have such management functions as are delegated to them by the board of directors, pursuant to the charter, articles of incorporation, bylaws and resolutions of the board. Apart from such express delegation, officers have the following implied authority arising out of their offices unless otherwise
provided in the corporation's charter, articles of incorporation or bylaws.

(A) Chairman of the Board: The Chairman of the Board, if such an officer be elected, presides, if present, at all meetings of the board of directors and performs all other duties incident to the office or properly required by the board of directors. If there is no President, the Chairman of the Board also becomes the President of the corporation and has the powers and duties prescribed in subsection (B) below.

(B) President or Chief Executive Officer: Subject to supervisory powers of the board of directors, if any, as may be given by the board of directors to the Chairman of the Board, if there be such an officer, the President shall be the general manager and chief executive officer of the Corporation and, subject to the control of the board of directors, shall have general supervision over and control of the business and officers of the corporation. In the absence of the Chairman of the board of directors or if that office is not filled, the President, if a member of the board of directors, presides at all meetings of the Board. The President has general power of management as well as any other powers and duties prescribed by the Board, and shall be primarily responsible for carrying out all orders and resolutions of the Board, but has no authority by virtue of the office to bind the corporation.

(C) Chief Financial Officer or Treasurer: The chief financial officer or treasurer has authority to receive and keep corporate moneys and securities and to keep books of account. The chief financial officer or treasurer has authority to disburse corporate funds in payment of the just demands against the corporation or as may be ordered by the board of directors, taking proper vouchers for such disbursements, and to render to the board of directors from time to time as may be required by the board of directors an account of all transactions as chief financial officer or treasurer and of the financial condition of the corporation. The chief financial officer has such other powers and performs all duties incident to the office or which may be properly prescribed by the board of directors, the Chairman of the Board or the President, but has no authority by virtue of the office to bind the corporation.

(D) Secretary: The secretary keeps, or causes to be kept, at the corporation's principal office, or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors. The secretary is responsible for notifying notice of all meetings with the shareholder, directors and committees required to be given by this Ordinance or the corporate bylaws, certifying corporate records and keeping and attesting the corporate seal, if any. The secretary has such powers and performs such other duties as may be properly prescribed by the board of directors, chairman of the board or the president, but has no authority by virtue of office to bind the corporation.

(4) Standards of Conduct for Officers.

(A) An officer with discretionary authority shall discharge his or her duties under that authority:

1. in good faith;

2. with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

3. in a manner he or she reasonably believes to be in the best interests of the corporation;

(B) In discharging his or her duties an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

1. one or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or

2. legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.

(C) An officer is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (B)
unwarranted.

(D) An officer is not liable for any action taken as an officer, or any failure to take any action, if he performed the duties of his office in compliance with this section.

(5) Contracts with Officers. Notwithstanding any other provisions of this Ordinance or charters or articles of incorporation granted pursuant to provisions of this Ordinance, all directors or officers of any governmental corporation chartered under this Ordinance, and any firm in which said directors or officers hold office, or are shareholders or owners, shall be disqualified from dealing or contracting with tribal governmental corporations, or subsidiaries thereof, as either a vendor, purchaser, or otherwise; and such contracts or transactions shall be void, unless such contract or transaction has been fully disclosed to, and approved by, the Tribal Council; provided, this section shall not apply to the employment contracts of persons employed in full time, management positions, by a governmental corporation or a subsidiary thereof.

(6) Resignation and Removal of Officers.

(A) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.

(B) A board of directors may remove any officer at any time with or without cause.

(7) Contract Rights of Officers.

(A) The appointment of an officer does not itself create contract rights.

(B) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officers.

(s) INDEMNIFICATION

(1) Definitions. In this section:

(A) "Corporation" includes any entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.

(B) "Expenses" include legal counsel fees.

(C) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.

(D) "Official capacity" means: (i) when used with respect to a director, the office of director in a corporation; and (ii) when used with respect to an individual other than a director, as contemplated in section (s)( 5), the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise.

(E) "Party" includes an individual who was, is, or is threatened to be named defendant or respondent in a proceeding.

(F) "Proceeding" means any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.

(G) "Tribe" means the Confederated Tribes of the Grand Ronde Community of Oregon. All actions to be taken on behalf of the Tribe under this Ordinance shall be taken solely by and through its Tribal Council.

(2) Authority to Indemnify.

(A) Except as provided in subsection (D) below, a corporation may indemnify an individual who is made a party to a proceeding because of conduct by the individual while he or she is or was a director against liability for reasonable expenses of litigation, including, but not limited to costs, any judgment, and other
reasonable costs of defense, incurred in the proceeding if:

1. he or she conducted himself or herself in good faith; and

2. he or she reasonably believed:

(i) in the case of conduct in his or her official capacity with the corporation, that his or her conduct was in the corporation's best interests; and

(ii) in all other cases, that his or her conduct was at least not opposed to the corporation's best interests; and

3. in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.

(B) A director's conduct with respect to an employee benefit plan for a purpose he or she reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (s)(2)(A)(2)(ii).

(C) The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of no contest or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.

(D) A corporation may not indemnify a director under this section:

1. in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or

2. in connection with any other proceeding charging improper personal benefit to him or her, whether or not involving action in his or her official capacity, in which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her.

(3) Advance for Expenses.

(A) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:

1. the director furnishes the corporation a written affirmation of his or her good faith belief that he or she has met the standard of conduct described in section (s)( 2);

2. the director furnishes the corporation a written undertaking, executed personally or on his or her behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct; and

3. a determination is made that the facts then known to those making the determination would not preclude indemnification under this Section.

(B) The undertaking required in subsection (s)(3)(A)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to made repayment.

(C) Determinations and authorizations of payments under this section shall be made in the manner specified in section (s)(4).

(4) Determination and Authorization of Indemnification.

(A) A corporation may not indemnify a director under section (s)(2) unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because he has met the standard of conduct set forth in section (s)(2).

(B) The determination shall be made:

1. by the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;

2. if a quorum cannot be obtained under (1) above, by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding; or

3. by the shareholder.

(C) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible.

(5) Indemnification of Officers, Employees and Agents. Unless a corporations charter or articles of incorporation provide otherwise:

(A) the corporation may indemnify and advance expenses under this section to an officer, employee or agent of the corporation who is not a director to the same extent as to a director; and

(B) a corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by the charter, articles of incorporation, bylaws, general or specific action of its board of directors or a contract approved by the board of directors.

(6) Limitation on Indemnification.

(A) If the charter or articles of incorporation limit indemnification or advance for expenses; indemnification and advance for expenses are valid only to the extent consistent with the charter or articles.

(B) This section does not limit a corporations power to pay or reimburse expenses incurred by a director in connection with his appearance as a witness in a proceeding at a time when he has not been named a defendant or respondent to the proceeding.

(t) INSURANCE

A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the corporation or who while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as director, officer, employee or agent, whether or not the corporation would have the power to indemnify him or her against the same liability under section (s).

(u) DISPUTE RESOLUTION/ PROCEEDINGS

(1) Definitions. In this section:

(A) "Non-Significant Action" means those actions that are not Significant Actions.

(B) "Significant Action" means any action that:

1. is an Ultra Vires act;

2. is an unlawful act;

3. has or could cause material harm to the assets of the corporation or the Tribe if no immediate action is taken; or

4. has or could cause material harm to the reputation of the corporation or the Tribe if no immediate action is taken.

(2) Procedure for Dispute Resolution of Non-Significant Actions.

(A) A shareholder corporation (who was a shareholder at the time of the disputed action), parent corporation of such shareholder corporation or Tribal Council, directly or derivatively, may only commence an action to resolve disputes regarding Non-Significant actions of a corporation, its directors or its officers through the following procedure:

1. The complainant shall bring its complaint about corporate actions to the attention of the chairman of the board of directors. The complaint shall be in writing and specify in reasonable detail the nature of the complaint. The chairman shall schedule a meeting between the complainant, the shareholder, the board of directors and appropriate officers of the corporation to resolve the matter. Such meeting shall be held within ten (10) working days of the chairman's receipt of the complaint.

2. If the matter is not resolved within five (5) working days after the meeting described in subsection (1) above, the matter shall be resolved through formal mediation. The complainant and the board of directors shall mutually select the mediator. If the complainant and the board of directors cannot agree on a mediator within five (5) working days, then, upon application of either party to the dispute, the Chief Judge of Tribal Court shall select a mediator. The cost of the mediation shall be shared by the parties.

(i) The mediator shall be given any written statements of the parties and may review any documents or other materials he or she deems relevant to the dispute. The mediator shall call a meeting of the parties within ten (10) working days after his or her appointment, which meeting shall be attended by the parties authorized representatives and such other persons as may be requested by the parties or the mediator. These authorized representatives shall have authority to settle the dispute and shall attempt in good faith to resolve the dispute. The mediator may meet with the parties separately as necessary to resolve the dispute.

(ii) No minutes shall be kept with respect to any mediation proceedings and the comments or findings of the mediator, together with any written statements prepared, shall be non-binding, confidential and without prejudice to the rights and remedies of any party. The entire mediation process shall be completed within twenty (20) working days of the date on which the initial meeting was held, unless the parties agree otherwise in writing. If the dispute is settled through the mediation process, the decision will be implemented by written agreement signed by the parties.

(B) If the matter is not resolved through the formal mediation process set forth in subsection (A)( 2) above, the matter shall be resolved through binding arbitration. The cost of the arbitration shall be shared by the parties.

1. The decisions and award of the arbitrator shall be final and binding. The arbitration shall be conducted pursuant to arbitration and State of Oregon set forth at ORS 36.300-36.365, as may from time to time be amended, which statue is adopted as substantive law of the Tribe, except to the extent inconsistent with other Tribal law and the sovereign immunity of the Tribe. All reference to "Circuit Court" in the Oregon arbitration and award statute are deleted and replaced with "Tribal Court." All reference to "jury" or "juries" are deleted.

2. The arbitration shall be conducted by a single arbitrator selected by mutual agreement of the parties. The arbitrator selected shall be neutral and unbiased, except to the extent the arbitrator's prior relationship with either party is fully disclosed and consented to by the other party. If the parties are unable to agree upon the arbitrator within ten (10) days after either party's demand for arbitration, then, upon application of either party, the Chief Judge of Tribal Court shall designate the arbitrator.

3. The parties to the arbitration shall be entitled to such discovery as would be available to them in an action in Tribal Court. The arbitrator shall have all the authority of Tribal Court incidental to such discovery, including without limitation, authority to issue orders to produce documents or other materials, to issue orders to appear and submit to depositions and to impose appropriate sanctions including, without limitation, award against a party for failure to comply with any order.

4. The parties to arbitration may offer such evidence as they desire and shall produce such additional evidence as the arbitrator may deem necessary for understanding and determination of the dispute. The arbitrator shall determine the admissibility of the evidence offered. Evidence shall be taken in the presence of the arbitrator and all of the parties, except where any of the parties is absent, in default or has waived its right to be present.

5. The arbitrator may require the plaintiff to pay any of defendant's reasonable expenses (including attorneys fees) incurred in defending the proceeding if it finds that the proceeding was commenced without reasonable cause.

6. The decision of the arbitrator pursuant this subsection (u)( 2)( B) shall be enforceable in Tribal Court.

(3) Procedure for Dispute Resolution of Significant Actions.

(A) A shareholder corporation (who was a shareholder at the time of the disputed action), parent corporation of such shareholder corporation or Tribal Council, directly or derivatively, may commence an action to resolve disputes regarding Significant Actions of a corporation, its directors or its officers in Tribal Court.

(B) A complaint in a proceeding pursuant to this subsection (u)(3) must allege with particularity and verify the demand made, if any, to obtain action by the board of directors and either that the demand was refused or ignored or why a demand was not made. Whether or not a demand for action was made, if the corporation commences an investigation of the changes made in the demand or complaint, the court may stay any proceeding until the investigation is completed.

(C) On termination of the proceeding, the court may require the plaintiff to pay any defendant's reasonable expenses (including attorneys fees) incurred in defending the proceeding if it finds that the proceeding was commenced without reasonable cause.

(v) AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

(1) Authority to Amend. A Corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined
as of the effective date of the amendment.

(2) Amendment by Board of Directors. Unless the charter or articles of incorporation provide otherwise, a corporation's board of directors may adopt the following amendments to the corporation's articles of incorporation without shareholder action:

(A) to delete the names and addresses of the initial directors;

(B) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of Tribal Council.

(3) Amendment by Board of Directors and Shareholder.

(A) A corporation's board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholder.

(B) For the amendment to be adopted:

1. the board of directors must recommend the amendment to the shareholder unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholder with the amendment; and

2. the shareholder must approve the amendment as provided in subsection (E); and

3. the Tribal Council must be provided 30 days advance notice of the amendment.

(C) The board of directors may condition its submission of the proposed amendment on any basis.

(D) The corporation shall notify the shareholder of the purposed shareholder's meeting in accordance with section (p)(4). The notice of the meeting must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.

(E) Unless the Ordinance, charter, articles of incorporation require a greater vote the amendment to be adopted must be approved by a majority vote.

(4) Articles of Amendment. A corporation amending its articles of incorporation shall deliver to the Secretary of Tribal Council for filing articles of amendment setting forth:

(A) the name of the corporation;

(B) the text of each amendment adopted:

(C) if an amendment provides for an exchange of shares, provisions for implementing the amendment if not contained in the amendment itself;

(D) the date of each amendment's adoption;

(E) if an amendment was adopted by the board of directors without shareholder action, a statement to that effect and that shareholder action was not required;

(F) if an amendment was approved by the shareholder a statement to that effect.

(5) Restated Articles of Incorporation.

(A) A corporation's board of directors may restate its articles of incorporation at anytime with or without shareholder action.

(B) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in section (p)( 3).

(C) If the board of directors submits a restatement for shareholder action, the corporation shall notify the shareholder of the proposed shareholder's meeting in accordance with section (p)(4). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement that
identifies any amendment of other change it would make in the articles.

(D) A corporation restating its articles of incorporation shall deliver to the secretary of Tribal Council for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:

1. whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; and

2. if the restatement contains an amendment to the articles requiring shareholder approval, the information required by section (p)(4).

(E) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.

(F) The Secretary of Tribal Council may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required in subsection (D) above.

(6) Effect of Amendment. An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons (other than the authorized representatives of the shareholder of the corporation). An amendment changing a
corporation's name does not abate an action, pursuant to section (u), brought by or against the corporation in its former name.

(7) Amendment by Board of Directors or Shareholder.

(A) A corporation's board of directors may amend or repeal the corporation's bylaws unless:

1. the articles of incorporation or charter or this Ordinance reserve this power exclusively to the shareholder in whole or part; or

2. the shareholder's amendment or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.

(B) A corporation's shareholder may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors.

(8) Bylaw Increasing Quorum or Voting Requirement for Directors.

(A) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed:

1. if originally adopted by the shareholder, only by the shareholder;

2. if originally adopted by the board of directors, either by the shareholder or by the board of directors.

(B) A bylaw adopted or amended by the shareholder that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholder or the board of directors.

(C) Action by the board of directors under subsection (A)(2) above to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or
proposed to be adopted, whichever is greater.

(w) MERGER AND SHARE EXCHANGE

(1) Merger.

(A) One or more corporations chartered under this Ordinance may merge into another corporation if the board of directors of each corporation adopts and its shareholder (if required by section (w)(3)) approves a plan of merger.

(B) The plan of merger must set forth:

1. the name of each corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge;

2. the terms and conditions of the merger; and

3. the manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property in whose or part.

(C) The plan of merger may set forth:

1. amendments to the articles of incorporation of the surviving corporation; and

2. other provisions relating to the merger.

(2) Share Exchange.

(A) A corporation chartered under this Ordinance may acquire all of the outstanding shares of another corporation chartered under this Ordinance if the board of directors of each corporation adopts and its shareholder (if required by section (w)(3)) approves the exchange.

(B) The plan of exchange must set forth:

1. the name of the corporation whose shares will be acquired and the name of the acquiring corporation;

2. the terms and conditions of the exchange;

3. the manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring or any other corporation or for cash or other property in whole or part.

(C) The plan of exchange may set forth other provisions relating to the exchange.

(D) This section does not limit the power of a corporation to acquire the shares of another corporation chartered under this Ordinance through a voluntary exchange or otherwise.

(3) Action on Plan.

(A) After adopting a plan of merger or share exchange, the board of directors of each corporation party to the merger, and the board of directors of the corporation whose shares will be acquired in the share exchange, shall submit the plan of merger or share exchange for approval by its shareholder.

(B) For a plan of merger or share exchange to be approved:

1. the board of directors must recommend the plan of merger or share exchange to the shareholder, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholder with the plan; and

2. the shareholder must approve the plan.

(C) The board of directors may condition its submission of the proposed merger or share exchange on any basis.

(D) The corporation shall notify the shareholder of the proposed shareholder's meeting in accordance with section (p)(4). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger or share exchange and contain or be accompanied by a copy or summary of the plan.

(4) Merger of Subsidiary.

(A) A parent corporation of a subsidiary corporation may merge the subsidiary into itself without approval of the shareholder.

(B) The board of directors of the parent shall adopt a plan of merger that sets forth:

1. the name of the parent and subsidiary; and

2. the manner and basis of converting the shares of the subsidiary into shared, obligations or other securities of the parent or any other corporation chartered under this Ordinance or into cash or other property in whole or part.

(C) Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation (except for amendments enumerated in section (w)(1).

(5) Articles of Merger or Share Exchange.

(A) After a plan of merger or share exchange is approved by the shareholder, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the secretary of Tribal Council for filing articles of merger or share exchange setting forth:

1. the plan of merger or share exchange;

2. if shareholder approval was not required, a statement to that effect;

3. if approval of the shareholder of one or more corporations party to the merger or share exchange was required, the total number of votes cast for and against the plan by each shareholder and a statement that the number cast for the plan by the shareholders was sufficient for approval.

(6) Effect of Merger or Share Exchange.

(A) When a merger takes effect:

1. every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;

2. the title to all real and personal property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment;

3. the surviving corporation has all liabilities of each corporation party to the merger;

4. a proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased;

5. the articles of incorporation of the surviving corporation are amended to the extent provided in the plan of merger; and

6. the shares of each corporation party to the merger that are to be converted into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property are converted and the former holders of the shares are entitled only to the rights provided in the articles of merger.

(x) SALE OF ASSETS

(1) Sale of Assets in Regular Course of Business and Mortgage of Assets.

(A) A corporation may, on the terms and conditions and for the consideration determined by the board of directors:

1. sell, lease, exchange, or other wise dispose of all, or substantially all, of its property in the usual and regular course of business,

2. mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of business, or

3. transfer any or all of its property to a corporation all the shares of which are owned by the corporation.

(B) Unless the articles of incorporation require it, approval by the shareholder of a transaction described in subsection (A) above is not required.

(2) Sale of Assets Other Than in Regular Course of Business.

(A) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the good will), otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corporation's board of directors, if the board of
directors proposes and its shareholder approves the proposed transaction.

(B) For a transaction to be authorized:

1. the board of directors must recom