Chapter 33, Section 1606, Subsection (g) · 43 U.S.C. Chapter 33 — ALASKA NATIVE CLAIMS SETTLEMENT

Contents

(a) Division of Alaska into twelve geographic regions; common heritage and common interest of region; area of region commensurate with operations of Native association; boundary disputes, arbitration
(b) Region mergers; limitation
(c) Establishment of thirteenth region for nonresident Natives; majority vote; Regional Corporation for thirteenth region
(d) Incorporation; business for profit; eligibility for benefits; provisions in articles for carrying out chapter
(e) Original articles and bylaws: approval by Secretary prior to filing, submission for approval; amendments to articles: approval by Secretary; withholding approval in event of creation of inequities among Native individuals or groups
(f) Board of directors; management; stockholders; provisions in articles or bylaws for number, term, and method of election
(g) Issuance of stock3 changes
(h) Settlement Common Stock7 changes
(i) Certain natural resource revenues; distribution among twelve Regional Corporations; computation of amount; subsection inapplicable to thirteenth Regional Corporation; exclusion from revenues2 changes
(j) Corporate funds and other net income, distribution among: stockholders of Regional Corporations; Village Corporations and nonresident stockholders; and stockholders of thirteenth Regional Corporation
(k) Distributions among Village Corporations; computation of amount
(l) Distributions to Village Corporations; village plan: withholding funds until submission of plan for use of money; joint ventures and joint financing of projects; disagreements, arbitration of issues as provided in articles of Regional Corporation
(m) Distributions among Village Corporations in a region; computation of dividends for nonresidents of village; financing regional projects with equitably withheld dividends and Village Corporation funds
(n) Projects for Village Corporations
(o) Annual audit; place; availability of papers, things, or property to auditors to facilitate audits; verification of transactions; report to stockholders1 change
(p) Federal-State conflict of laws
(q) Business management group; investment services contracts
(r) Benefits for shareholders or immediate families1 change

(g)

(1)

(A)The Regional Corporation shall be authorized to issue such number of shares of Settlement Common Stock (divided into such classes as may be specified in the articles of incorporation to reflect the provisions of this chapter) as may be needed to issue one hundred shares of stock to each Native enrolled in the region pursuant to section 1604 of this title.

(B)

(i)A Regional Corporation may amend its articles of incorporation to authorize the issuance of additional shares of Settlement Common Stock to—

(I)Natives born after December 18, 1971, and, at the further option of the Corporation, descendants of Natives born after December 18, 1971,

(II)Natives who were eligible for enrollment pursuant to section 1604 of this title but were not so enrolled, or

(III)Natives who have attained the age of 65,

for no consideration or for such consideration and upon such terms and conditions as may be specified in such amendment or in a resolution approved by the board of directors pursuant to authority expressly vested in the board by the amendment. The amendment to the articles of incorporation may specify which class of Settlement Common Stock shall be issued to the various groups of Natives.

(ii)Not more than one hundred shares of Settlement Common Stock shall be issued to any one individual pursuant to clause (i).

(iii)

(I)An amendment under clause (i) may provide that Settlement Common Stock issued to a Native pursuant to the amendment (or stock issued in exchange for that Settlement Common Stock pursuant to subsection (h)(3) or section 1626(c)(3)(D) of this title) shall be subject to 1 or more of the conditions described in subclause (II).

(II)A condition referred to in subclause (I) is a condition that—

(aa)the stock described in that subclause shall be deemed to be canceled on the death of the Native to whom the stock is issued, and no compensation for the cancellation shall be paid to the estate of the deceased Native or any person holding the stock;

(bb)the stock shall carry limited or no voting rights; and

(cc)the stock shall not be transferred by gift under subsection (h)(1)(C)(iii).

(iv)Settlement Common Stock issued pursuant to clause (i) shall not carry rights to share in distributions made to shareholders pursuant to subsections (j) and (m) unless, prior to the issuance of such stock, a majority of the class of existing holders of Settlement Common Stock carrying such rights separately approve the granting of such rights. The articles of incorporation of the Regional Corporation shall be deemed to be amended to authorize such class vote.

(C)

(i)A Regional Corporation may amend its articles of incorporation to authorize the issuance of additional shares of Settlement Common Stock as a dividend or other distribution (without regard to surplus of the corporation under the laws of the State) upon each outstanding share of Settlement Common Stock issued pursuant to subparagraphs (A) and (B).

(ii)The amendment authorized by clause (i) may provide that shares of Settlement Common Stock issued as a dividend or other distribution shall constitute a separate class of stock with greater per share voting power than Settlement Common Stock issued pursuant to subparagraphs (A) and (B).

(2)

(A)A Regional Corporation may amend its articles of incorporation to authorize the issuance of shares of stock other than Settlement Common Stock in accordance with the provisions of this paragraph. Such amendment may provide that—

(i)preemptive rights of shareholders under the laws of the State shall not apply to the issuance of such shares, or

(ii)issuance of such shares shall permanently preclude the corporation from—

(I)conveying assets to a Settlement Trust, or

(II)issuing shares of stock without adequate consideration as required under the laws of the State.

(B)The amendment authorized by subparagraph (A) may provide that the stock to be issued shall be one or more of the following—

(i)divided into classes and series within classes, with preferences, limitations, and relative rights, including, without limitation—

(I)dividend rights,

(II)voting rights, and

(III)liquidation preferences;

(ii)made subject to one or more of—

(I)the restrictions on alienation described in clauses (i), (ii), and (iv) of subsection (h)(1)(B), and

(II)the restriction described in paragraph (1)(B)(iii); and

(iii)restricted in issuance to—

(I)Natives who have attained the age of sixty-five;

(II)other identifiable groups of Natives or identifiable groups of descendants of Natives defined in terms of general applicability and not in any way by reference to place of residence or family;

(III)Settlement Trusts; or

(IV)entities established for the sole benefit of Natives or descendants of Natives, in which the classes of beneficiaries are defined in terms of general applicability and not in any way by reference to place of residence, family, or position as an officer, director, or employee of a Native Corporation.

(C)The amendment authorized by subparagraph (A) shall provide that the additional shares of stock shall be issued—

(i)as a dividend or other distribution (without regard to surplus of the corporation under the laws of the State) upon all outstanding shares of stock of any class or series, or

(ii)for such consideration as may be permitted by law (except that this requirement may be waived with respect to issuance of stock to the individuals or entities described in subparagraph (B)(iii)).

(D)During any period in which alienability restrictions are in effect, no stock whose issuance is authorized by subparagraph (A) shall be—

(i)issued to, or for the benefit of, a group of individuals composed only or principally of employees, officers, and directors of the corporation; or

(ii)issued more than thirteen months after the date on which the vote of the shareholders on the amendment authorizing the issuance of such stock occurred if, as a result of the issuance, the outstanding shares of Settlement Common Stock will represent less than a majority of the total voting power of the corporation for the purpose of electing directors.

(3)

(A)An amendment to the articles of incorporation of a Regional Corporation authorized by paragraph (2) shall specify—

(i)the maximum number of shares of any class or series of stock that may be issued, and

(ii)the maximum number of votes that may be held by such shares.

(B)

(i)If the board of directors of a Regional Corporation intends to propose an amendment pursuant to paragraph (2) which would authorize the issuance of classes or series of stock that, singly or in combination, could cause the outstanding shares of Settlement Common Stock to represent less than a majority of the total voting power of the corporation for the purposes of electing directors, the shareholders of such corporation shall be expressly so informed.

(ii)Such information shall be transmitted to the shareholders in a separate disclosure statement or in another informational document in writing or in recorded sound form both in English and any Native language used by a shareholder of such corporation. Such statement or informational document shall be transmitted to the shareholders at least sixty days prior to the date on which such proposal is to be submitted for a vote.

(iii)If not later than thirty days after issuance of such disclosure statement or informational document the board of directors receives a prepared concise statement setting forth arguments in opposition to the proposed amendment together with a request for distribution thereof signed by the holders of at least 10 per centum of the outstanding shares of Settlement Common Stock, the board shall either distribute such statement to the shareholders or provide to the requesting shareholders a list of all shareholder’s names and addresses so that the requesting shareholders may distribute such statement.

(4)

(A)

(i)No shares of stock issued pursuant to paragraphs (1)(C) and (2) shall carry rights to share in distributions made to shareholders pursuant to subsections (j) and (m). No shares of stock issued pursuant to paragraph (1)(B) shall carry such rights unless authorized pursuant to paragraph (1)(B)(iv).

(ii)Notwithstanding the issuance of additional shares of stock pursuant to paragraphs 1 (1)(B), (1)(C), or (2), a Regional Corporation shall apply the ratio last computed pursuant to subsection (m) prior to February 3, 1988, for purposes of distributing funds pursuant to subsections (j) and (m).

(B)The issuance of additional shares of stock pursuant to paragraphs 1 (1)(B), (1)(C), or (2) shall not affect the division and distribution of revenues pursuant to subsection (i).

(C)No provision of this chapter shall limit the right of a Regional Corporation to take an action authorized by the laws of the State unless such action is inconsistent with the provisions of this chapter.

United States Government work; public domain under 17 U.S.C. § 105.