7-3-1 Short Title

This Code shall be known and may be cited as the Colville Tribal Corporations Chapter.

7-3-2 Definitions

As used in this Chapter, the following terms shall have the following respective meanings:

(a) Corporation or Domestic Corporation means a corporation for profit subject to the provisions of this Chapter.

(b) Articles of Incorporation means the original or reinstated articles of incorporation or articles of consolidations and all amendments thereto including articles of merger.

(c) Shares means the units into which the proprietary interests in a corporation are divided.

(d) Subscriber means one who subscribes for shares in a corporation, whether before or after incorporation.

(e) Shareholder means one who is a holder of record or shares in a corporation.

(f) Authorized Shares means the shares of all classes which the corporation is authorized to issue.

(g) Net Assets means the amount by which the total assets of a corporation is authorized to issue.

(h) Stated Capital means, at any particular time, the sum of:

1. The par value of all shares that have been issued; and

2. Such amounts not included in clause (1) of this subsection as have been transferred to stated capital of the corporation, whether upon the issue of shares as a share dividend or otherwise, minus all reductions from such sums as have been affected in a manner permitted by law.

(i) Surplus means the excess of the net assets of a corporation over its stated capital.

(j) Earned Surplus means the portions of the surplus of a corporation equal to the balance of its net profits, income, gains and losses from the date of incorporation, or from the latest date when a deficit was eliminated by an application of its capital surplus or stated capital or otherwise, after deducting subsequent distributions to shareholders and transfer to stated capital and capital surplus to the extent such distribution and transfers are made out of earned surplus.

(k) Capital Surplus means the portions of the surplus of a corporation equal to the balance of its net profits, income, gains and losses from the date of incorporation, or from the latest date when a deficit was eliminated by an application of its capital surplus or stated capital or otherwise, after deducting subsequent distributions to shareholders and transfer to stated capital and capital surplus to the extent such distribution and transfers are made out of earned surplus.

(l) Insolvent means inability of a corporation to pay its debts as they become due in the usual course of its business.

(m) Employee includes officers, but not directors. A director may accept duties which make him also an employee.

(n) Tribal Secretary means the Secretary of the Business Council of the Confederated Tribes of the Colville Reservation.

7-3-3 Purposes

Corporations may be organized under this Chapter for any lawful purpose or purposes, except for the purpose of banking or insurance.

7-3-4 General Powers

Each corporation shall have the power:

(a) To have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation;

(b) To sue and be sued, complain and defend, in its corporate name;

(c) To have a corporate seal which may be altered at pleasure, and use the same by causing it, or a facsimile thereof, to be impressed or affixed in any other manner reproduced;

(d) To purchase, take, receive, lease, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with, real or personal property, or any interest therein, wherever situated;

(e) To sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets;

(f) To lend money and otherwise use its credit to assist its employees;

(g) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, obligations of corporations (whether or not incorporated under this Chapter), associations, partnerships, or individuals, or direct or indirect obligation of the United States, or of any other government, state, territory, governmental district, or municipality or of any instrumentality thereof, or of any Indian tribe;

(h) To make contracts and guarantees and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property, franchise and income;

(i) To lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested;

(j) To conduct its business, carry on its operations, and have offices and exercise the powers granted by this Chapter within or without the Reservation;

(k) To elect or appoint officers and agents of the corporation, and define their duties and fix their compensation;

(l) To make and alter by-laws, not inconsistent with its Articles of Incorporation or with this Chapter or any other law, ordinance, or regulations of the Colville Confederated Tribes for the administration and regulation of the affairs of the corporation;

(m) To make donations for the public welfare or for charitable, scientific, or educational purposes;

(n) To transact any lawful business which the Board of Directors shall find will be in aid of governmental policy;

(o) To pay pensions and establish pension plans, pension trusts, profit sharing plans, stock bonus plans, stock option plans, and other incentive plans for any or all of its directors, officers, and employees;

(p) To be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust or other enterprise; and

(q) To have and exercise all powers necessary or convenient to effect its purpose.

7-3-5 Defense of Ultra Vires

No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power may be asserted:

(a) In a proceeding by a shareholder against the corporation to enjoin the doing of any act, or the transfer of real or personal property by or to the corporation. If the unauthorized act or transfer sought to be enjoined is being, or is to be, performed or made pursuant to a contract to which the corporation is a party, the Court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of such contract, and in doing so may allow to the corporation or to the other parties to the contract, as the case may be, compensation for the loss or damages sustained by either of them which may result from the action of the Court in setting aside and enjoining the performance of such contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the Court as a loss or damages sustained.

(b) In a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through share holders in a representative suit, against the incumbent or former officers or directors of the corporation; and

(c) In a proceeding by the Tribal Secretary as provided in this Chapter, to dissolve the corporation, or in a proceeding by the Tribal Secretary to enjoin the corporation from the transaction of an authorized business.

7-3-6 Corporate Name

The corporate name:

(a) Shall contain the "corporation", "company", "incorporated", or "limited", or shall contain an abbreviation of one of such words;

(b) Shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation; and

(c) Shall not be the same as, or deceptively similar to the name of any corporation, existing under this Chapter or any other corporation authorized to transact business on the Colville Indian Reservation.

7-3-7 Registered Office and Registered Agent

Each corporation shall have and continuously maintain on this Reservation:

(a) A registered office, and;

(b) A registered agent.

7-3-8 Service of Process on Corporations

The registered agent so appointed by a corporation upon whom any process, notice or demand required or permitted by law, to be served upon the corporation, may be served.

Whenever a corporation shall fail to appoint or maintain a registered agent on this Reservation or whenever its registered agent cannot, with reasonable diligence, be found at the registered office, then the Tribal Secretary shall be an agent of such corporation upon whom any such process, notice, or demand shall be served.

Service on the Tribal Secretary of any such process, notice, or demand shall be made by delivering to and leaving with him, or with any clerk having charge of the corporation department or his office, duplicate copies of such process, notice or demand. In the event that any such process, notice or demand is served on the Tribal Secretary, he/she shall immediately cause one of such copies thereof to be forwarded by registered mail, addressed to the corporation at its registered office. Any service so had on the Tribal Secretary shall be returnable in not less than thirty (30) days.

The Tribal Secretary shall keep a record of all processes, notices, and demands served upon them under this Section, and shall record therein the time of such service and his action with reference thereto.

Nothing contained herein shall limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law.

7-3-9 Authorized Shares

Each corporation shall have power to create and issue the number of shares stated in its articles of incorporation. Such shares shall be of only one class and shall be shares with par value.

7-3-10 Consideration for Shares

Shares may be issued for such consideration expressed in dollars, not less than the par value thereof, as shall be fixed from time to time by the Board of Directors.

7-3-11 Payment of Shares

The consideration for the issuance of shares may be paid, in whole or in part, in money, in other property, tangible or intangible, or in labor or services actually performed for the corporation; such shares shall be deemed to be fully paid and non-assessable.

Neither promissory notes or future services shall constitute payment or part-payment for the issuance of shares of a corporation.

In the absence of fraud in the transaction, the judgment of the Board of Directors of the shareholders, as the case may be, as to the value of the consideration received for share will be conclusive.

7-3-12 Determination of Amount of Stated Capital

The consideration received for shares shall constitute stated capital to the extent of the par value of such shares, and the excess, if any, of such consideration shall constitute capital surplus.

7-3-13 Certificate Representing Shares

The shares of a corporation shall be represented by certificates signed by the President or Vice-President and the Secretary or an Assistant Secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

Each certificate representing shares shall state upon the face thereof:

(a) That the corporation is organized under the Code of the Colville Confederated Tribes.

(b) The name of the person to whom issued;

(c) The number of shares, which such certificate represents; and

(d) The par value of each share represented by such certificate.

No certificate shall be issued for any share until such share is fully paid.

7-3-14 By-Laws

The initial By-laws of a corporation shall be adopted by its Board of Directors. The power to alter, amend, or repeal the by-laws or adopt new by-laws, subject to repeal or change by action of the shareholders, shall be vested in the Board of Directors unless reserved by the shareholders by the articles of incorporation. The by-laws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with this Chapter or the articles of incorporation.

7-3-15 Meetings of Shareholders

Meetings of shareholders may be held at such place on this Reservation as may be stated in, or fixed in accordance with the by-laws. If no other place is stated in or so fixed, meetings shall be held at the registered office of the corporation.

An annual meeting of shareholders shall be held at such time as may be stated in or fixed in accordance with the by-laws. If the annual meeting is not held within any thirteen (13) month period, the Tribal Court may, on the application of any shareholder, summarily order a meeting to be held.

Special meetings of the shareholders may be called by the Board of Directors, the holders of not less than one-tenth (1/10) of all the shares entitled to vote at the meeting, or such other persons as may be authorized in the articles of incorporation or the by-laws.

7-3-16 Notice of Shareholder's Meetings

Written notice stating the place, day and hour of the meeting, and, in case of a special meeting, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail; or at the direction of the president, secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

7-3-17 Closing of Transfer Books and Fixing Record Date

For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of a corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, ten (10) days.

7-3-18 Voting Record

The officer or agent having charge of the stock transfer books for shares of a corporation shall make a complete record of the shareholders entitled to vote at such meetings or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.

Failure to comply with the requirements of this Section shall not affect the validity of any action taken at such meeting.

An officer or agent having charge of the stock transfer books who shall fail to prepare the record of shareholders, or produce and keep it open for inspection at the meeting, as provided in this Section, shall be liable to any shareholder suffering damage on account of such failure, to the extent of such damage.

7-3-19 Quorum of Shareholders

Unless otherwise provided in the articles of incorporation, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders, but in no event shall a quorum consist of less than one-third of the shares entitled to vote at the meeting. If a quorum is present, affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number is required by this Chapter or the articles of incorporation or the by-laws.

7-3-20 Voting of Shares

Each outstanding share shall be entitled to one vote on each matter submitted to a vote at the meeting of shareholders, except as may be otherwise provided in the articles of incorporation. If the articles of incorporation provided for more or less than one vote for any share, on any matter, every reference in this Chapter to a majority or other proportion of votes entitled to be cast.

A shreholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. No proxy shall be valid after elevent (11) months from the date of its execution, unless otherwise provided in the proxy.

7-3-21 Board of Directors

The business and affairs of a corporation shall be managed by a Board of Directors. Directors except as may be otherwise provided in the articles of incorporation. The Board of Directors shall have the authority to fix the compensation of directors unless otherwise provided in the articles of incorporation.

7-3-22 Number and Election of Directors

The Board of Directors of a corporation shall consist of one or more members. The number of directors of a corporation shall be fixed by or in the manner provided in, the articles of incorporation or the by-laws, except as to the number constituting the initial Board of Directors, which number shall be fixed by the articles of incorporation. The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in the articles of incorporation or the by-laws, but no decrease shall have the effect of shortening the term of any incumbent director. The names and addresses of the members of the Board of Directors shall be stated in the articles of incorporation. Such persons shall hold office until the first annual meeting of shareholders, and until the first annual meeting of shareholders, and until their successors shall have been elected and qualified. At the first meeting of shareholders and at each annual meeting thereafter, the shareholders shall elect directors to hold office until the next succeeding annual meeting, except in case of the classification of directors as permitted by the Chapter. Each director shall hold office for the term for which he is elected and qualified.

7-3-23 Vacancies

Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected or appointed for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

7-3-24 Removal of Directors

At a meeting of shareholders called expressly for that purpose, directors may be removed in the manner provided in this Section. Any director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of the directors.

7-3-25 Quorum of Directors

A majority of the number of directors fixed by, or in the manner provided in, the by-laws, or in the absence of a by-law fixing or providing for the number of directors, of the number stated in the articles of incorporation shall constitute a quorum for the transaction of business, unless a greater number is required by the articles of incorporation or the by-laws. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by the articles of incorporation or by-laws.

7-3-26 No Contract Void or Voidable

No contract or other transaction between a corporation and one or more of its directors or any other corporation, firm, association or entity in which one or more of its directors are directors or officers, or are financially interested, shall be either void or voidable because of such relationship or interest or because such director or directors are a committee thereof which authorizes, approves, or ratifies such contract or transaction or because his or their votes are counted for such purpose, if:

(a) The fact of such relationship or interest is disclosed or known to the Board of Directors or a committee thereof which authorizes, approves, or ratifies, the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or

(b) The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or

(c) The contract or transaction is fair and reasonable to the corporation. Common or interested directors may be counted in determination of the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, ratifies, or approves such contract or transaction.

7-3-27 Executive and Other Committees

If the articles of incorporation or the by-laws so provide, the Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and/or other committees, each of which, to the extent provided in such resolution or in the articles of incorporation or the by-laws of the corporation, shall have and may exercise all authority of the Board of Directors, but no such committee shall have the authority of the Board of Directors in reference to amending the articles of incorporation; adopting a plan for merger or consolidation; recommending to the shareholders the sale, lease, exchange, or other disposition of all or substantially all the property and assets of the corporation, otherwise than in the usual and regular course of its business; recommending to the shareholders a voluntary dissolution of the corporation, or a revocation thereof; or amending the by-laws of the corporation. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any members thereof, of any responsibility imposed by law.

7-3-28 Place and Notice of Director's Meetings

Meetings of the Board of Directors, regular or special, may be held within or without the Reservation.

Regular meetings of the Board of Directors may be held with or without notice as prescribed by the by-laws. Special meetings of the Board of Directors shall be held upon such notices as is prescribed in the by-laws. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of such notice, of such meeting, unless otherwise provided in the articles of incorporation or the by-laws.

7-3-29 Action by Directors Without a Meeting

Unless otherwise provided by the articles of incorporation or by-laws, any action required by this Chapter to be taken at a meeting of the directors of a corporation, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting, if a consent, in writing, setting forth the action so taken, shall be signed by all the directors, or all of the members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote.

7-3-30 Dividends

The Board of Directors of a corporation may from time to time, declare; and the corporation may pay dividends in cash, property, or its own shares, except when the corporation is insolvent or when the payment thereof would render the corporation insolvent, or when the payment thereof would be contrary to any restriction contained in the articles of incorporation.

7-3-31 Distribution from Capital Surplus

The Board of Directors of a corporation may from time to time distribute to its shareholders out of capital surplus of the corporation, a portion of its assets, in cash or property, subject to the following provisions:

(a) No such distribution shall be made at the time when the corporation is insolvent or when such distribution would render the corporation insolvent;

(b) No such distribution shall be made unless the articles of incorporation so provide or such distribution is authorized by the affirmative vote of the holders of a majority of the outstanding shares of each class whether or not entitled to vote thereon by the provisions of the articles of incorporation of the corporation;

(c) No such distribution shall be made to the holders of any class unless all cumulative dividends accrued on all preferred or special classes or shares entitled to preferential dividends shall have been fully paid;

(d) No such distribution shall be made to the holders of any class of shares which would reduce the remaining net assets of the corporation below the aggregate preferential amount payable in event of involuntary liquidation to the holders of shares having preferential rights to the assets of the corporation in the event of liquidation; and

(e) Each such distribution, when made, shall be identified as a distribution from capital surplus and the amount per share is disclosed to the shareholders receiving the same, concurrently with the distribution thereof. The Board of Directors of a corporation may also, from time to time, distribute to the holders of its outstanding shares having a cumulative preferential right to receive dividends, in discharge of their cumulative dividend rights, dividends payable in cash, out of the capital surplus of the corporation; if at the time the corporation has no earned surplus and is not insolvent and would not thereby be rendered insolvent. Each such distribution, when made, shall be identified as a payment of cumulative dividends out of capital surplus.

7-3-32 Loans to Employees and Directors

A corporation shall not lend money to or use its credit to assist its directors or employees without authorization in the particular case by its shareholders.

7-3-33 Liability of Directors in Certain Cases

In addition to any other liabilities imposed by law upon directors of a corporation:

(a) Directors of a corporation who vote for an assent to the declaration of any dividend or other distribution of the assets of a corporation to its shareholders contrary to the provisions of this Chapter, or contrary to any restrictions contained in the articles of incorporation, shall be jointly and severally liable to the corporation for the amount of such dividend which is paid or the value of such assets which are distributed in excess of the amount of such dividends or distribution, which could have been paid or distributed without a violation of this act or the restrictions in the articles of incorporation;

(b) Directors of a corporation who vote for or assent to the purchase of its own shares contrary to the provisions of this Chapter shall be jointly and severally liable to the corporation for the amount of consideration paid for such shares which is in excess of the maximum amount which could have been paid therefore without a violation of the provisions of this Chapter; and

(c) The directors of a corporation who vote for, or assent to any distribution of assets or a corporation to its shareholders during the liquidation of the corporation, without the payment and discharge of, or making adequate provisions for all known debts, obligations, and liabilities of the corporation shall be jointly and severally liable to the corporation for the value of such assets which are distributed, to the extent that such debts, obligations, and liabilities of the corporation are not thereafter paid and discharged.

A director of a corporation who is present at a meeting of its Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting, or unless he shall file his written dissent to such action with the Secretary of the meeting before adjournment thereof or shall forward after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

A director shall not be liable under (a), (b), or (c) of this Section if he relied and acted in good faith upon financial statements of the corporation represented to him to be correct by: the president of, or the officer of such corporation having charge of its books of account, or stated in a written report by an independent public or certified public accountant or firm of such accountants, which fail to reflect the financial condition of such corporation, nor shall he be so liable if, in good faith in determining the amount available for any such dividend or distribution, he considered the assets to be of their book value.

Any director against whom a claim shall be asserted under or pursuant to this Section for the payment of a dividend or other distribution of assets of a corporation who shall be held liable thereon, shall be entitled to contribution from the shareholders who accepted or received any such dividend or assets, knowing such dividend or distribution to have been made in violation of this Chapter in proportion to the amounts received by them.

Any director against whom a claim shall be asserted under or pursuant to this Section shall be entitled to contribution from the other directors who voted for or assented to the action upon which the claim is asserted.

7-3-34 Officers

The officers of a corporation shall consist of a president, one or more vice-presidents as may be prescribed by the by-laws, a Secretary, and a treasurer; each of whom shall be elected by the Board of Directors at such time and in such manner as may be prescribed by the by-laws. Such other officers and assistant officers and agents as may be deemed necessary, may be elected or appointed by the Board of Directors or chosen in such other manner as may be prescribed by the by-laws. Any two or more offices may be held by the same person, except the offices of president or secretary.

All officers and agents of the corporation, as between themselves and the corporation, shall have such authority and perform such duties in the management of the corporation as may be provided in the by-laws, or as may be determined by resolution of the Board of Directors not inconsistent with the by-laws.

7-3-35 Removal of Officers

Any officer or agent may be removed by the Board of Directors whenever, in its judgement, the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not, of itself, create contract rights.

7-3-36 Books and Records

Each corporation shall keep correct and complete books and records of each account and shall keep minutes of the proceedings of its shareholders and Board of Directors, and shall keep at its registered office or principle place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each. Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

Any person who shall have been a holder of record of shares or of voting trust certificates therefore at least six (6) months immediately preceding his demand, or shall be the holder of record of, or the holder of record of voting trust certificates for, at least five percent (5%) of all the outstanding shares of the corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person, or by agent or attorney, at any reasonable time or times, for any proper purpose, its relevant books and records of account, minutes and record of shareholders and to make transactions therefrom.

Any officer or agent who, or a corporation which, shall refuse to allow any such shareholder or holder of voting trust certificates, or his agent or attorney,to examine and make extracts from its books and records of accounts, minutes, and record of shareholders, for any proper purpose, shall be liable to such shareholder or holder of voting trust certificates in a penalty of ten percent (10%) of the value of the shares owned by such shareholders, or in respect of which such voting trust certificates are issued, in addition to any other damages or remedy afforded him by law. It shall be a defenses to any action for penalties under this section that the person suing therefore, has, within two (2) years sold or offered for sale any list of shareholders or of holders of voting trust certificates for shares of such corporation, or any other corporation or has aided or abetted any person in procuring any list of shareholders or of holders of voting trust certificates for any such purpose; or has improperly used any information secured through any prior examination of the books and records of accounts, or minutes or record of shareholders or of holders of voting trust certificates for shares of such corporation, or any other corporation; or was not acting in good faith or for a proper purpose in making his demand. Nothing contained in this section shall impair the power of any court of competent jurisdiction, upon proof by a shareholder or holder of voting trust certificates, of proper purpose, irrespective of the period of time during which such shareholder or holder of voting trust certificates shall have been a shareholder of record or holder of voting trust certificates and irrespective of the number of shares held by him or represented by voting trust certificates held by him to compel the production for examination by such shareholder or holder of voting trust certificates of the books and accounts, minutes and record of shareholders of a corporation.

Upon written request of any shareholder or holder of voting trust certificates for shares of a corporation, the corporations shall mail to such shareholders or holders of voting trust certificates, its most recent financial statement showing, in reasonable detail, its assets and liabilities and the result of its operations.

7-3-37 Incorporators

One or more members of the Confederated Tribes of the Colville Reservation may act as incorporator or incorporators of a corporation by signing, certifying, and delivering in duplicate to the Tribal Secretary, Articles of Incorporation of such corporation.

7-3-38 Articles of Incorporation

The Articles of incorporation shall set forth:

(a) The name of the corporation;

(b) The period of duration, which may be perpetual;

(c) The purpose or purposes for which the corporation is organized which may be stated to be, or to include, the transaction of any or all lawful business for which corporations may be incorporated under this Chapter;

(d) The aggregate number of shares which the corporation shall have the authority to issue a statement of the par value of the shares;

(e) Any provision, inconsistent with law, which the corporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including any provision for restricting the transfer of shares and any provisions which, under this Chapter, is required or permitted to be set forth in the by-laws;

(f) The address of its initial registered office, and the name of its initial registered agent at such address;

(g) The number of directors constituting the initial Board of Directors, and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualify; and

(h) The name and address of each incorporator. It shall not be necessary to set forth in the articles of incorporation of any of the corporated powers enumerated in this Chapter.

7-3-39 Filing of Articles of Incorporation

Duplicate originasl of the articles of incorporation shall be delivered to the Tribal Secretary. If theTribal Secretary finds that the articles of incorporation conform to law, he or she shall, when all fees and charges have been paid as under this Chapter prescribed:

(a) Endorse on each of such duplicate originals the word "Filed" and the month, day, and year of filing thereof;

(b) File one of each such duplicate original in his or her office; and

(c) Issue a certificate of incorporation to which he/she shall affix the other duplicate original.

The certificate of incorporation, together with the duplicate original of the articles of incorporation affixed thereto by the Tribal Secretary, shall be returned to the incorporators of their representative.

7-3-40 Effect of Issuance of Certificate of Incorporation

Upon the issuance of certificate of incorporation, the corporate existence shall begin, and such certificate of incorporation shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this Chapter, except as against the Tribal Secretary in a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the corporation.

7-3-41 Organization Meeting of Directors

After the issuance of the certificate of incorporation, an organization meeting of the Board of Directors named in the articles of incorporation shall be held at the call of a majority of the directors named in the articles, for the purpose of adopting by-laws, electing officers, and the transacting of such other business as may come before the meeting. The directors calling the meeting shall give at least three (3) days notice thereof, by mail to each director so named, stating the time and place of the meeting.

7-3-42 Right to Amend Articles of Incorporation

A corporation may amend its articles of incorporation, from time to time.

7-3-43 Procedure to Amend Articles of Incorporation

Amendment to the articles of incorporation shall be made in the following manner:

(a) The Board of Directors shall adopt a resolution setting forth the proposed amendment and, directing that it is to be submitted to a vote, at a meeting of shareholders, which may be either an annual or a special meeting. If no shares have been issued, the amendment shall be adopted by resolution of the Board of Directors and the provisions for adoption by the shareholders shall not apply. The resolution may incorporate the proposed amendment in restated articles of incorporation which contain a statement that, except for the designated amendment, the restated articles of incorporation correctly set forth without change the corresponding provisions of the articles of incorporation as theretofore amended, and that the restated articles of incorporation together with the designated amendment supersede the original articles of incorporation and all amendments thereto;

(b) Written or printed notice setting forth the proposed amendment or a summary of the changes to be affected thereby shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this Chapter for the giving of notice of meetings of shareholders. If the meeting is an annual meeting, the proposed amendment or such summary may be included in the notice of such annual meeting; and

(c) At such meeting, a vote of the shareholders entitled to vote thereon shall be taken on the proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of the holders of a majority of the shares entitled to vote thereon, unless any class of shares is entitled to vote thereon as a class, in which event the proposed amendment shall be adopted upon receiving the affirmative vote of the holders of a majority of the shares of each class of shares entitled to vote thereon as a class and of the total shares entitled to vote thereon;

Any number of amendments may be submitted to the shareholders and voted upon by them at one meeting.

7-3-44 Articles of Amendment

The articles of amendment shall be executed in duplicate by its president or vice-president, and by its secretary or an assistant secretary, and verified by one of the officers signing such articles and shall set forth:

(a) The name of the corporation;

(b) The amendments so adopted;

(c) The date of the adoption of the amendment by the shareholders; or by the Board of Directors where no shares have been issued;

(d) The number of shares outstanding and the number of shares entitled to vote thereon;

(e) The number of shares voted for and against such amendment respectively, or if no shares have been issued, a statement to that effect;

(f) If such amendment provides for an exchange, cancellation of issued shares, and if the manner in which the name shall be affected is not set forth in the amendment, then a statement of the manner in which the name shall be affected; and

(g) If such amendment effects a change in the amount of stated capital, then a statement of the manner in which the same is affected and a statement, expressed in dollars, of the amount of stated capital as changed by such amendment.

7-3-45 Filing of Articles of Amendment

Duplicate originals of the articles of amendment shall be delivered to the Tribal Secretary. If the Tribal Secretary finds that the articles of amendment conform to law, he or she shall, when all fees and franchise taxes have been paid, as in this Chapter prescribed:

(a) Endorse on each of such duplicate originals the word "Filed", and the month, day, and year of the filing thereof;

(b) File one of such duplicate originals in his or her office;

(c) Issue a certificate of amendment to which he or she shall affix the other duplicate original.

The certificate of amendment, together with the duplicate original of the articles of amendment affixed thereto by the Tribal Secretary, shall be returned to the corporation or its representative.

7-3-46 Effect of Certificate of Amendment

Upon the issuance of the certificate of amendment by the Tribal Secretary, the amendment shall become effective and the articles of incorporation shall be deemed accordingly.

No amendment shall affect any existing cause of action in favor of or against such corporation, or any pending suit to which such corporation shall be a party, or existing rights of persons other than shareholders; and, in the event the corporate name shall be changed by amendment, no suit brought by or against such corporation under its former name shall abate for that reason.

7-3-47 Restated Articles of Incorporation

A domestic corporation may, at any time, restate its articles of incorporation as theretofore amended, by a resolution adopted by the Board of Directors.

Upon the adoption of such a resolution, restated articles of incorporation shall be executed in duplicate by the corporation; by its president, vice-president, and by its secretary, and verified by one of the officers signing such articles; and shall set forth all of the operative provisions of the articles of incorporation as theretofore amended, together with a statement that the restated articles correctly set forth, without change, the corresponding provisions of the articles of incorporation as theretofore amended, and that the restated articles supersede the original articles of incorporation and all amendments thereto.

Duplicate originals of the restated articles of incorporation shall be delivered to the Tribal Secretary. If the Tribal Secretary finds that such restated articles of incorporation conform to law, he/she shall, when all fees and franchise taxes have been paid, as in this Chapter prescribed:

(a) Endorse on each of such duplicate originals the word "Filed" and the month, day, and year of the filing thereof;

(b) File one of such duplicate originals in his or her office;

(c) Issue a restated certificate of incorporation, to which he or she shall affix the other duplicate original.

The restated certificate or incorporation, together with the duplicate original together with the duplicate original of the restated articles of incorporation affixed thereto by the Tribal Secretary, shall be returned to the corporation or its representative.

Upon the issuance of the restated certificate of incorporation by the Tribal Secretary, the restated articles of incorporation shall become effective and shall supersede the original articles of incorporation and all amendments thereto.

7-3-48 Reduction of Stated Capital in Certain Cases

A reduction of the stated capital of a corporation, where such reduction is not accompanied by any action requiring amendment of the articles of incorporation, and not accompanied by a cancellation of shares, may be made in the following manner:

(a) The Board of Directors shall adopt a resolution setting forth the amount of the proposed reduction and the manner in which the reduction shall be effected, and directing that the question of such reduction be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting;

(b) Written notice, stating that the purpose or one of the purposes of such meeting is to consider the question of reducing the stated capital of the corporation in the amount and manner proposed by the Board of Directors, shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this Chapter for the giving of notice of meetings of shareholders; and

(c) At such meeting a vote of the shareholders entitled to vote thereon shall be taken on the question of approving the proposed reduction of stated capital, which shall be required for its adoption, the affirmative vote of the holders of a majority of the shares entitled to vote thereon.

Where a reduction of the stated capital of a corporation has been approved as provided in this Section, a statement shall be executed in duplicate by the corporation; by its president, vice-president, and by its secretary or assistant secretary, and certified by one of its officers signing such statement and shall set forth:

(a) The name of the corporation;

(b) A copy of the resolution of the shareholders approving such reduction and the date of its adoption;

(c) The number of shares outstanding and the number of shares entitled to vote thereon;

(d) The number of shares voted for and against such reduction, respectively; and

(e) A statement of the manner in which such reduction is effected, and a statement, expressed in dollars, of the amount of stated capital of the corporation after giving effect to such reduction.

Duplicate originals of such statement shall be delivered to the Tribal Secretary. If the Tribal Secretary finds that such statement conforms to law, he or she shall, when all fees and franchise taxes have been paid, as in this Chapter prescribed: