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Tuscarora Nation of New York
Tribal Law and Order Code
TITLE C
The Tuscarora Nation of New York Council thus assembled, hereby exercises both de facto and de jure, a sovereign
authority; not as the delegated agents of the governments de facto of the states, provinces, federal, Nation al or the
Crown, but in virtue of original powers derived from a grant of the original people through direct referendum. The
foundation of sovereignty is grounded in the people, not within a gift from a foreign Nation incorporated under a
constitution, but rather, the original inhabitants of this land who alone have the powers to delegate, or withdraw, at
their will alone, as gifted to their individual control by the creator of all that exists. From this origin, we proclaim
our sovereign powers and rights to serve and represent on behalf of OUR PEOPLE together assembled.
TITLE C – CORPORATIONS
CHAPTER C-1 GOVERNMENTAL CORPORATIONS
CHAPTER C-2 NONPROFIT CORPORATIONS
CHAPTER C-3 BUSINESS CORPORATIONS
CHAPTER C-1 GOVERNMENTAL CORPORATIONS
C-1-1 Corporations Authorized
This Act shall be known as the Tribal Governmental Corporations Chapter. There are hereby authorized
to be created by duly adopted resolutions of the Tuscarora Nation of New York Business Council
(Council), Territories (Tuscarora Nation), corporations which will be agencies and instrumentalities of the
Tuscarora Nation of New York, Tribal Government. The corporations organized and created under this
Chapter shall be subject to Tribal law, this Chapter and, to the extent consistent with this Chapter and
other tribal law, the Chapters ID, 2, 3, 4, 5, 6, 7, 8, 12, 13, 14, and 16 of the 1983 Revised Model
Business Corporation Act, Annotated, as adopted by the Committee on Corporate Laws Of the American
Bar Association. The right to repeal, alter or amend this Chapter at any time is expressly reserved.
C-1-2 Purpose, Constitutional Authority
(a) Indian tribes have been consistently recognized throughout the history of the United States of America
to retain as governmental powers all powers necessary to commercially utilize their undivided resources
for the economic benefit of the Tuscarora Nation of New York and those under its protections, and
organized corporations to do so. This Chapter is intended to exercise and implement tribal corporate,
economic, and commercial powers, which are hereby declared by the Tuscarora Nation of New York and
those under its protections to be of the same nature as all other tribal powers, pursuant to the provisions
of the Constitution of the Tuscarora Nation of New York.
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(b) The Constitution of the Sovran Tuscarora Nation, in its Preamble, in Article I, and in Article V, provides
for the exercise of corporate, economic and commercial powers by the Tuscarora Nation of New York and
those under its protections and their Council to further the economic advancement of the Sovran
Tuscarora Indian people.
(c) In 1997, in Idaho v. Coeur d’Alene Tribe, No. 94-1474, the Supreme Court held that “Indian tribes …
should be accorded the same status as foreign sovereigns, against whom States enjoy Eleventh
Amendment immunity.”
.
(d) The Tuscarora Nation of New York and those under its protections and their members have endured a
centuries of economic deprivation and oppression. This fact has been recognized by the Congress of the
United States through numerous Acts intended to assist in the development of Indian resources. There is
now a need and an opportunity to develop the Tuscarora Nation, natural and human resources to provide
a standard of living and education to all tribal members equal to that of all citizens of the United States.
The Tuscarora Nation of New York and those under its protections adopt this Chapter in order to meet the
following independent goals:
(1) Carry out a constitutional mandate;
(2) Develop and manufacture tribal natural resources to obtain the highest value possible for those
resources;
(3) To raise the standard of living and education for all tribal members; and
(4) To enter into and take advantage of other business and commercial opportunities available to the
Tuscarora Nation of New York.
(e) To accomplish the goals set out in (c) above, this Chapter is designed to further the development of all
of the Tribal resources including, but not limited to:
(1) The tribal labor force on or near the Tuscarora Nation of New York Indian Territories;
(2) Timber;
(3) Minerals, oil and gas;
(4) Waters;
(5) Lands;
(6) Fish and wildlife;
(7) Agricultural products and livestock;
(8) Hydroelectric and other electric power;
(9) Tribal Arts & Crafts;
(f) To accomplish the goals set out in (c) and (d), above, the Council hereby finds that for purposes of
efficiency and wise stewardship, it is necessary for the management of the economic development of
tribal resources to be separated from other governmental functions of the Tuscarora Nation of New York
and those under its protections and placed within the responsibility of persons or entities different from
the Council, so that commercial development may take place within, and be based upon, the sphere of
the economic marketplace rather than within the sphere of tribal political concerns.
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(g) The Tuscarora Nation of New York and those under its protections for many years have operated
governmental programs to protect the economic and social welfare of tribal members and to protect the
health and security of all persons on and near the Territories. To support these programs, the Tuscarora
Nation of New York and those under its protection shave depended upon revenues from the sale and
utilization of tribal natural resources. It is intended that the corporations created under this Chapter will
increase the revenues to the Tuscarora Nation of New York and those under its protections from the sale
and utilization of tribal natural and human resources by adding value to those resources through
manufacturing, processing, exporting and other means. Such surplus and additional revenues may be
used to fund governmental programs for the protection and security of tribal members and residents of
the Territories.
C-1-3 Privileges and Immunities
The corporations established under this Chapter shall be considered to be governmental agencies and
instrumentalities of the Tuscarora Nation of New York ; and their officers and employees considered
officers and employees of the Tuscarora Nation of New York , notwithstanding the fact that their work
rules and conditions may differ from that of other tribal employees; carrying out responsibilities imposed
upon the Council for economic advancement of the Tuscarora Nation of New York and those under its
protections and their members by the Traditional Councils of the Tuscarora Nation of New York ,
Territories. Such corporations, their officers and employees shall, therefore, be entitled to all of the
privileges and immunities enjoyed by the Sovran Tuscarora Nation; including but not limited to,
immunities from suit in federal and state courts, and federal and state taxation, or regulation, except as
specifically set out in the corporate charters granted pursuant to this Chapter.
C-1-4 Tribal Taxation
All activities of corporations created under this Chapter shall be subject to taxation by the Sovran
Tuscarora Nation.
C-1-5 Subsidiary Corporation
Any corporation created pursuant to this Chapter may, by obtaining a charter from the Council pursuant to
this Chapter, establish a subsidiary corporation in which the Tuscarora Nation of New York and those
under its protections or the parent corporation retain not less than sixty percent (60%) of the voting stock
of the subsidiary corporation. A subsidiary corporation and its officers and employees have all the same
purposes, powers, privileges and immunities, as any other corporation established pursuant to this
Chapter.
C-1-6 Ownership
Every corporation created pursuant to this Chapter shall have at all times at least sixty percent (60%) of
its voting stock owned by the Tuscarora Nation of New York and those under its protections or a tribal
corporation created pursuant to this Chapter.
C-1-7 Voting Stock—Alien Nation
No voting stock in any corporation created pursuant to this Chapter and owned by a corporation created
pursuant to this Chapter may be alienated.
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C-1-8 Organization
The Council shall by resolution appoint the initial, incorporating directors of all corporations created
pursuant to this Chapter. The election or appointment of corporate officers and the election of subsequent
directors shall be governed by the provisions of the charter of the corporation,
C-1-9 Powers, Duration
The powers of corporations created pursuant to this Chapter shall be set out in the charters of the
corporations. The duration of corporations created under this Chapter shall be perpetual unless a different
duration is stated in the charter.
C-1-10 Lands
Real property acquired by a corporation created pursuant to this Chapter may be transferred; where
permitted by the federal law governing the ability of the Tuscarora Nation of New York and those under its
protections to make such a transfer, to the ownership of the United States in trust for the Tuscarora
Nation of New York and those under its protections and shall be by appropriate, lawful transfer be placed
into the control of the corporation by the Tuscarora Nation of New York.
C-1-11 Tribal Courts—Jurisdiction, Enforcement of Chapter
Notwithstanding the immunity from suit conveyed upon corporations created pursuant to this Chapter, the
provisions of this Chapter, the Model Corporations Act, tribal regulatory acts, or tribal enactments
pursuant to this Chapter, may be enforced against any such corporation, parent or subsidiary, its directors
or officers by an action in law or equity in the Tribal Courts of the Sovran Tuscarora Nation, when brought
by any member of the Council or a director of a parent corporation.
C-1-12 Agent
All corporations created under this Chapter shall publicly designate and maintain a registered agent for
service of documents at Grand River, Tuscarora Nation of New York Indian Territories.
C-1-13 Assets
The assets of each and every corporation created under this Chapter shall be separate and distinct from
those of the Tuscarora Nation of New York. In no case shall tribal assets not specifically pledged in a
manner permitted by law be considered assets of a corporation created under this Chapter for any
purpose.
C-1-14 Audit
The Council, by duly adopted resolution, may require that any corporation created under this Chapter be
audited by an independent auditor hired by the Council at any time and shall have the absolute right to
require access to all corporate documents necessary for such an audit.
C-1-15 Annual Meeting, Annual Report
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The board of directors and management of each corporation created pursuant to this Chapter shall hold
at least one open, meeting per year, on ten days public notice, within the boundaries of the Tuscarora
Nation of New York Indian Territories, at which the board shall answer any questions asked of them by
members of the Council. Each board shall also file a full report of the financial and production activities of
the corporation with the Council on an annual basis.
C-1-16 Contracts with Officers
Notwithstanding any other provision of this Chapter or charters or articles of incorporation granted
pursuant to provisions of this Chapter, all directors or officers of any governmental corporation chartered
or licensed under this Chapter, 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 Tuscarora Nation of New York . Business 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.
C-1-17 Bonding
Notwithstanding any other provision of this Chapter, or charters or articles of incorporation (and
supplementing by-laws) granted pursuant to provisions of this Chapter; all directors, officers, contractors
and employees of any governmental corporation chartered or licensed under this Chapter who are: 1)
Authorized, either individually or in conjunction with others, to expend funds on behalf of the
governmental corporation or any of its subsidiaries or agencies, or 2) responsible for accounting for the
funds of a governmental corporation or any of its subsidiaries or agencies; shall at all times be bonded or
insured by the corporation to protect the assets of the corporation in an amount consistent with the
financial responsibilities of the director, officer, contractor or employee. Such bonds or policies of
insurance shall be obtained at the expense of the governmental corporation or the contractor and must be
approved by the Tuscarora Nation of New York. Business Council before the director, officer, contractor
or employee is permitted to expend or account for funds.
No director, officer, contractor, or employee of a governmental corporation shall have authority under this
Chapter, or a charter granted under this Chapter, to expend or account for corporate funds unless bonded
or insured in compliance with this section. Any signature of a corporate director, officer, contractor or
employee purporting to authorize expenditure of corporate funds shall be void if at the time the signature
is given the director, officer, contractor or employee is not bonded or insured as required by this section.
C-1-18 Severance Compensation
No corporation chartered under this Chapter shall pay any type of severance from unemployment
compensation to any person.
C-1-19 Record of Proceedings
All corporations chartered under this Chapter shall record the complete proceedings of every board of
directors meeting and the verbatim, unapproved records of those proceedings shall be filed with the
Secretary of the Tuscarora Nation of New York. Business Council within twenty (20) days after the date of
the board meeting; provided, that this section shall not require the publication to the Council of recording
of board executive sessions in which personnel, business strategy, or legal strategy is discussed.
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C-1-20 Board Meetings of Corporation
All regular board meetings of corporation chartered under this Chapter shall be conducted within the
boundaries of the Tuscarora Nation of New York Indian Territories. All members of the Tuscarora Nation
of New York Business Council shall receive prior reasonable advance written notice of regular board
meetings and shall be invited to attend.
C-1-21 Filing of Resolutions
All duly enacted resolutions of the board of directors of corporations chartered under this Chapter shall be
filed within twenty (20) days of enactment with the Secretary of the Tuscarora Nation of New York
Business Council. Resolutions with a confidential content shall be marked confidential.
C-1-22 Violation of Charter
After the date of enactment of this section, director’s or employees of corporations chartered under this
Chapter found, at a fair and open hearing on the record called for the purpose of finding facts, by the
board of directors or the Tuscarora Nation of New York Business Council, to have willfully violated any
provision of this Chapter or their corporate charter shall be terminated from corporate employment.
C-1-23 Term of Directors
After the date of enactment of this section no director of a corporation chartered under this Chapter shall
be appointed by the Tuscarora Nation of New York Business Council to any one term longer than two
years.
C-1-24 Duty of Loyalty
Directors and officers of corporations chartered under this Chapter when exercising their powers and
duties under the corporate charter shall owe a standard duty of loyalty to both the corporation by which
they are employed and to the Tuscarora Nation of New York Territories and its members.
C-1-25 Real Estate Purchase
Corporations chartered under this Chapter shall obtain approval from the Tuscarora Nation of New York
Business Council for all real estate purchases. Real estate purchased by a corporation chartered under
this Chapter shall be placed in the ownership of the Tuscarora Nation of New York Nation in trust for the
Corporation as soon as the legal status of the real estate makes them eligible under Tuscarora Nation of
New York law to be taken into trust.
C-1-26 Conflict of Interest
Directors and officers of all corporations chartered under this Chapter shall excuse themselves from
voting or participating in any board discussion concerning an issue wherein the director or officer, or the
immediate family of such director or officer, has a business or personal interest or conflict of interest.
C-1-27 Arbitration Agreements
Notwithstanding the immunity from suit conveyed upon corporations created pursuant to this Chapter, any
arbitration agreement approved by a corporation created under this Chapter and any arbitration award
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made under such arbitration agreement shall be enforceable against such corporation exclusively in the
Tuscarora Nation of New York Tribal Court.
(Adopted 11/21/96, Resolution 1996-532)
(Certified 2/2/01)
(Chapter C-1 Adopted 7/23/84, Resolution 1984-493)
CHAPTER C-2 NONPROFIT CORPORATIONS
C-2-1 Short Title
This Chapter shall be known and may be cited as the Tuscarora Nation of New York Tribal
Nonprofit Corporations Chapter.
C-2-2 Definitions
(a) “Corporation” or “Domestic Corporation” means a corporation chartered under the provisions of this
Chapter.
(b) “Not for Profit Corporation” means a corporation no part of the income of which is distributable to its
members, directors, or officers; except nothing in this Chapter shall be construed as prohibiting the
payment of reasonable compensation for services rendered and the making of distribution upon
dissolution or final liquidation as permitted in this Chapter.
(c) “Articles of incorporation” means the original articles of incorporation and all amendments thereto,
including articles of merger of consolidation, and in the case of a corporation created by a special
ordinance or resolutions of the Business Council, means such special ordinance or resolution and any
amendments thereto.
(d) “By-laws” means the code or codes of rules adopted for the regulation or management of the affairs of
a corporation irrespective of the names or names by which such rules are designated.
(e) “Member” means one having membership rights in a corporation in accordance with the provisions of
its articles of incorporation or by-laws.
(f) “Board of directors” means the group of persons vested with the management of the affairs of a
corporation irrespective of the name by which such group is designated.
(g) “Insolvent” means that a corporation is unable to pay its debts as they become due in the usual course
of its affairs.
(h) “Tribal Secretary” means the Secretary of the Business Council or the agent or agents designated by
her or him to perform any function vested in the Treasurer by this Chapter.
(i) “Territories” means the Tuscarora Nation of New York Indian Territories.
(j) “The Court” means except where otherwise specified, the Tuscarora Nation of New York Tribal Court.
C-2-3 Applicability
The provisions of this Chapter shall apply to all corporations organized hereunder or which elect to accept
the provisions of this Chapter.
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C-2-4 Purpose
Corporations may be organized under this Chapter for any lawful purpose or purposes including, but not
limited to, one or more of the following purposes: benevolent; religious, missionary; educational; scientific;
research; literary; musical; social; athletic; patriotic; political; civil; professional; commercial; industrial;
business; or trade association; mutual or civic improvement; promotion of the Arts.
C-2-5 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 to use the same by causing it, or a
facsimile thereof, to be impressed of affixed in any other manner reproduced;
(d) To purchase, take, receive, lease, take by gift or bequest 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 to and otherwise assist its employees other than its officers and directors;
(g) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell,
mortgage, loan, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other
interests in, or obligations of, corporations, whether or not incorporated under this Chapter and whether
for profit or not for profit, 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 any tribe;
(h) To make contracts 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 affairs, carry on its operations, hold property, and have offices and exercise the powers
granted by this Chapter;
(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 the laws,
ordinances, and regulations of the Tuscarora Nation of New York Nation of the Grand River, for the
administration and regulation of the affairs of the corporation; and
(m) Unless otherwise provided in the articles of incorporation, to make donation s for the public welfare or
for religious, charitable, scientific research, or educational purposes, or for other purposes for which the
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corporation is organized.
C-2-6 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 member or a director 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 act or transfer sought to be
enjoined is being, or is to be, performed pursuant to any 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, 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 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 members in a representative suit, against the incumbent or former
officers or trustee 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 authorized acts.
C-2-7 Corporate Name
The corporate name:
(a) 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
(b) Shall not be the same as, or deceptively similar to the name of any corporation, whether for profit or
not for profit organized under this Chapter or any other code or resolution of the Tuscarora Nation of New
York and those under its protections to transact business or conduct affairs in the Territories.
C-2-8 Registered Office and Registered Agent
Each corporation shall have and continuously maintain on this Territories:
(a) A registered office; and
(b) A registered agent.
C-2-9 Registered Agent as an Agent for Service
(a) The registered agent appointed by a corporation as provided in this Chapter shall be an agent of such
corporation upon whom a process, notice, or demand required or permitted by law to be served upon the
corporation may be served.
(b) Whenever a corporation shall fail to appoint or maintain a registered agent in this Territories 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
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demand shall be made by delivering to and leaving with them, or with any clerk having charge of their
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 shall immediately cause one of such copies thereof to be
forwarded by registered or certified mail, addressed to the corporation at its registered office.
(c) The Tribal Secretary shall keep a record of all processes, notices, and demands served upon them
under this section, and shall keep a record therein the time of such service and their action with respect
thereto.
(d) Nothing herein contained 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.
C-2-10 Members
A corporation may have members or may have no members. If the corporation has members, the manner
of election or appointment and the qualifications and rights of the members shall be set forth in the
articles of incorporation or the by-laws. If the corporation has no members, that fact shall be set forth in
the articles of incorporation. A corporation may issue certificates evidencing membership therein.
C-2-11 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 shall be vested in the board of directors unless otherwise
provided in the articles of incorporation or the by-laws.
C-2-12 Meetings of Members
(a) Meetings of members may be held at such place within or without the Territories as may be provided
in the by-laws or, where not inconsistent with the by-laws, in the notice of the meeting.
(b) An annual meeting of the members shall be held at such time as may be provided in the by-laws.
Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the
corporation.
(c) Special meetings of the members may be called by the president, the secretary, the board of directors,
or by such other officers or persons or number or proportion of members as may be provided in the
articles of incorporation or the by-laws. In the absence of a provision fixing the number or proportion of
members entitled to call a meeting, a special meeting of members may be called by members having at
least one-twentieth (1/20) of the votes to the cast at such meeting.
C-2-13 Notice of Meeting Members
Written or printed notice stating the place, day and hour of the meeting, and, in case of a special meeting,
the purpose or purposes for which the meeting is called, shall in the absence of a provision in the by-laws
specifying a different period of notice, be delivered not less than ten (10) or more than fifty (50) days
before the date of the meeting, either personally or by mail; or at the direction of the president, or the
secretary or the officers or persons calling the meeting, to each member 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 member at his address as it appears on the records of the corporation, with postage
thereon prepaid.
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C-2-14 Voting
(a) Members shall not be entitled to vote except as the right to vote shall be conferred by the articles of
incorporation.
(b) A member may vote in person, or unless the articles of incorporation or the by-laws otherwise provide,
may vote by proxy executed in writing by the member or his duly authorized attorney-in-fact. No proxy
shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the
proxy. Where the articles of incorporation or the by-laws so provide, voting on all matters including the
election of directors or officers where they are to be elected by the members may be conducted by mail.
(c) The articles of incorporation or the by-laws may provide that in all elections for directors every member
entitled to vote shall have the right to cumulate his vote and to give one candidate a number of votes
equal to his vote multiplied by the number of directors to be elected or by distributing such votes on the
same principle among any number of such candidates.
(d) If a corporation has no members or if the members have no right to vote, the directors shall have the
sole voting power and shall have all of the authority and may take any action herein permitted by
members.
C-2-15 Quorum
(a) The by-laws may provide the number or percentage of members entitled to vote represented in person
or by proxy, or the number or percentage of votes represented in person or by proxy, which shall
constitute a quorum at a meeting of members. In the absence of any such provisions, members having at
least one-tenth (1/10) of the votes entitled to be cast by the members present or represented by proxy at
a meeting at which a quorum is present, shall be necessary for the adoption of any matter voted upon by
the members, unless a greater proportion is required by this Chapter, the articles of incorporation or the
by-laws.
(b) Unless otherwise provided by the articles of incorporation or the by-laws, the members present at a
duly organized meeting may continue to do business until adjournment notwithstanding the withdrawal of
enough members to leave less than a quorum.
(c) If a meeting cannot be organized because a quorum has not attended, those present may adjourn the
meeting from time to time until a quorum is present, when any business may be transacted that may have
been transacted at the meeting as originally called.
C-2-16 Board of Directors
The affairs of a corporation shall be managed by a board of directors. Directors need not be residents of
the Territories or members of the corporation unless the articles of incorporation or the by-laws so
require. The articles of incorporation or the by-laws may prescribe other qualifications for directors.
C-2-17 Number, Election, Classification and Removal of Directors
(a) The number of directors of a corporation shall be not less than three. Subject to such limitation, the
number of directors shall be fixed by the by-laws, except as to the number of the first 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 the by-laws unless the articles of incorporation provide that
a change in the number of directors shall be made only by amendment of the articles of incorporation. No
decrease in number shall have the effect of shortening the term of any incumbent director. In the absence
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of a by-law fixing the number of directors, the number shall be the same as that stated in the articles of
incorporation.
(b) The names and addresses of the members of the first board of directors shall be stated in the articles
of incorporation. Such persons shall hold office until the first annual election of directors or for such period
as may be specified in the articles of incorporation or the by-laws. Thereafter, directors shall be elected or
appointed in the manner and for the terms provided in the articles of incorporation or the by-laws. In the
absence of a provision fixing the term of office, the term of office of a director shall be one (1) year.
(c) Directors may be divided into classes; the terms of office of the several classes need not be uniform.
Each director shall hold office for the term for which he is elected or appointed and until his successor
shall have been elected or appointed and qualified, exception the case of ex officio directors.
(d) A director may be removed from office pursuant to any procedure therefore provided in the articles of
incorporation or the by-laws, and if none be provided, may be removed at a meeting called expressly for
that purpose, with or without cause, by such vote as would suffice for his election.
C-2-18 Vacancies
Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase
in the number of directors may be filled by the affirmative vote of a majority of the then members of the
board of directors, though less than a quorum of the board, unless the articles of incorporation or the bylaws
provide that a vacancy or directorship so created shall be filled in some other manner, in which case
such provision shall control. A director elected or appointed, as the case may be, to fill a vacancy shall be
elected or appointed for the unexpired term of his predecessor in office.
C-2-19 Quorum of Directors
A majority of the number of directors fixed by the by-laws, or in the absence of a by-law fixing the number
of directors, then of the number stated in the articles of incorporation shall constitute a quorum for the
transaction of business, unless otherwise provided in the articles of incorporation, or the by-laws, but in
no event shall a quorum consist of less than one-third (1/3) of the number of directors so stated or fixed.
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 this Chapter or by the articles
of incorporation or by-laws.
C-2-20 Committees
If the articles of incorporation or the by-laws provide, the board of directors, by resolution adopted by a
majority of the directors in office, each of which shall consist of two or more directors, which committees,
to the extent provided in said resolution, in the articles of incorporation or in the by-laws of the
corporation, shall have and exercise the authority of the board of directors in the management of the
corporation. Other committees not having the exercising the authority of the board of directors in the
management of the corporation may be designated and appointed by resolution adopted by a majority of
the directors present at a meeting at which a quorum is present. The designation and appointment of any
such committee and the delegation thereto of authority shall not operate to relieve the board of directors,
or any individual director, of any responsibility imposed upon it or him by law.
C-2-21 Place and Notice of Directors’ Meetings
Meetings of the board of directors, regular or special, may be held at such place within or without the
Territories, and upon such notice as may be prescribed by the by-laws, or where not inconsistent with the
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by-laws, by resolution of the board of directors. A director’s attendance at any meeting shall constitute a
waiver of notice of such meeting, excepting such attendance at a meeting by the director for the purpose
of objecting to the transaction of business because the meeting is not lawfully called or convened.
Neither the business to be transacted, nor the purpose of any regular or special 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.
C-2-22 Officers
(a) The officers of a corporation shall consist of a president, a secretary, and a treasurer, and may include
one or more vice-presidents, and such other officers and assistant officers as may be deemed necessary,
each of whom shall be elected or appointed at such time and in such manner and for such terms not
exceeding three (3) years as may be prescribed in the articles of incorporation or the by-laws. In the
absence of any such provision, all officers shall be elected or appointed annually by the board of
directors. If the by-laws so provide, any two or more offices may be held by the same person, except the
offices of president and secretary.
(b) The articles of incorporation or the by-laws may provide that any one or more officers of the
corporation or other organizations shall be ex officio members of the board of directors.
(c) The officers of a corporation may be designated by such other titles as may be provided in the articles
of incorporation or the by-laws.
(d) 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 property and affairs of the corporation as
may be determined re resolution of the board of directors not inconsistent with the by-laws.
C-2-23 Removal of Officers
Any officer or agent elected or appointed may be removed by the persons authorized to elect or appoint
such officer or agent whenever, in their judgment, the best interest 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 itself create contract rights.
C-2-24 Books and Records
Each corporation shall keep correct and complete books and records of account and shall keep minutes
of the proceedings of its members, board of directors, and committees having any of the authority of the
board of directors; and shall keep at its registered office or principle office on the Territories, a record of
the names and addresses of its members entitled to vote. All books and records of a corporation may be
inspected by any member having voting rights, or his agent or attorney for any proper purpose at any
reasonable time.
C-2-25 Shares of Stock and Dividends Prohibited
A corporation organized under this Chapter shall not authorize or issue shares of stock. No dividend shall
be paid and no part of the income of a corporation shall be distributed to its members, directors, or
officers. A corporation may pay compensation, including pensions, in a reasonable amount to its
members, directors, or officers for services rendered, may confer benefits upon its members in conformity
with its purposes, and upon dissolution or final liquidation, may make distribution to its members or others
as permitted by this Chapter.
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C-2-26 Loans to Directors and Officers Prohibited
No loans shall be made by a corporation organized under this Chapter to its directors or officers. The
directors of a corporation who vote for or assent to the making of a loan to a director or an officer of the
corporation, and any officer participating in the making of such a loan, shall be jointly and severally liable
to the corporation for the amount of such loan until the repayment thereof.
C-2-27 Incorporators
Three (3) or more natural persons of the age of twenty-one (21) years or more may act as incorporators
of a corporation by signing, certifying, and delivering in duplicate to the Tribal Secretary, articles of
incorporation for such corporation.
C-2-28 Articles of Incorporation
(a) The articles of incorporation shall set forth:
(1) The name of the corporation;
(2) The period of duration, which may be perpetual?
(3) The purpose or purposes for which the corporation is organized;
(4) If the corporation is to have no members, a statement to that effect;
(5) If the corporation is to have members, any provision which the incorporator select to set forth in the
articles of incorporation stating the qualifications and rights of members and conferring, limiting, or
denying the right to vote;
(6) If the directors or any of them are not to be elected or appointed by members, a statement of the
manner in which such directors shall be elected or appointed, or that the manner of such election or
appointment of such directors shall be provided in the by-laws;
(7) Any provisions, not inconsistent with this Chapter or any other law or ordinance of the Tuscarora
Nation of New York Nation of the Grand River which the incorporators elect to set forth in the articles of
incorporation for the regulation of the internal affairs of the corporation, including any provision for
distribution of assets on dissolution or final liquidation and any provisions which under this Chapter is
required or permitted to be set forth in the by-laws;
(8) The address, including street and number, if any, of its initial registered office, and the name of its
initial registered agent at such address;
(9) The number of directors constituting the initial board of directors, and the names and addresses,
including street and number, if any, of the persons who are to serve as the initial directors until the first
annual meeting or until their successors be elected and qualify; and
(10) The name and address, including street and number, if any of each incorporator.
(b) It shall not be necessary to set forth in the articles of incorporation any of the corporate powers
enumerated in this Chapter.
(c) Unless the articles of incorporation provide that a change in the number of directors shall be made
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only by amendment to the articles of incorporation, a change in the number of directors made by
amendment to the by-laws shall be controlling. Whenever a provision of the articles of incorporation is
inconsistent with the by-law, the provision of the articles of incorporation shall be controlling.
C-2-29 Filing of Articles Incorporation
(a) Duplicate originals of the articles of incorporation shall be delivered to the Tribal Secretary. The Tribal
Secretary may by regulation set fees for filing articles and other filings under this Chapter.
(b) If the Tribal Secretary finds that the articles of incorporation conform to law, they shall, when all fees
and charges have been paid as under this Chapter prescribed:
(1) Endorse on each of such duplicate originals the work “Filed” and the month, day, and year of filing
thereof;
(2) File one of such duplicate original in their office;
(3) Issue a certificate of incorporation to which they shall affix the other duplicate original; and
(4) Deliver the certificate of incorporation, together with the duplicate original of the articles of
incorporation affixed thereto, to the incorporators or their representative.
C-2-30 Effect of Issuance of Certificate of Incorporation
Upon the 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 corporation have been
complied with and that the corporation has been incorporated under this Chapter, except as against the
Tuscarora Nation of New York in a proceeding to cancel or revoke the certificate of incorporation. A
corporation organized under this Chapter shall in all matters be subject to the jurisdiction of the Tuscarora
Nation of New York and the Tuscarora Nation of New York Tribal Court.
C-2-31 Organization Meeting
(a) 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 within the Territories at the call of a majority of the
directors so named for the purpose of adopting by-laws, (unless the power to adopt by-laws has been
reserved by the articles of incorporation to the members, in which event the by-laws shall be adopted by
the members), electing officers, and the transaction of such other business as may come before the
meeting. The directors calling the meeting shall give at least five (5) days notice thereof by mail to each
director so named; which notice shall state the time and place of the meeting; provided, however, that if
all the directors shall waive notice in writing and fix a time and place for said organization meeting, no
notice shall be required of such meeting.
(b) A first meeting of the members may be held at the call of the directors, or a majority of them, upon at
least five (5) days notice, for such purposes as shall be stated in the notice of the meeting.
C-2-32 Right to Amend Articles of Incorporation
A corporation may amend its articles of incorporation, from time to time, in any and as many respects as
may be desired; provided that its articles of incorporation as amended contain only such provisions as
might be lawfully contained in original articles of incorporation if made at the time of making such
amendment.
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C-2-33 Procedure to Amend Articles of Incorporation
Amendment to the articles of incorporation shall be made in the following manner:
(a) Where there are members having voting rights, 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 members
having voting rights, which may be either an annual or a special meeting;
(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 member entitled to vote at such meeting within the time and in the
manner provided in this Chapter for the giving of notice of meetings of members. If the meeting is an
annual meeting, the proposed amendment or such summary shall be included in the notice of such
annual meeting;
(c) The proposed amendment shall be adopted upon receiving the affirmative vote of at least two-thirds
(2/3) of the votes entitled to be cast by members present or represented by proxy at such meeting;
(d) Where there are no members, or no members having voting rights, an amendment shall be adopted at
a meeting of the board of directors upon receiving the vote of a majority of the directors in office; and
(e) Any number of amendments may be submitted and voted upon at any one meeting.
C-2-34 Articles of Amendment
The articles of amendment shall be executed in duplicate by the corporation; by its president or vicepresident,
and the corporate seal shall be there to affixed, attested by its secretary or an assistant
secretary, and shall set forth:
(a) The name of the corporation;
(b) The amendment so adopted;
(c) Where there are members having voting rights;
(1) A statement setting forth the date of the meeting of members at which the amendment was
adopted, that a quorum was present at such meeting, and that such amendment received at least twothirds
(2/3) of the votes entitled to be cast by members present or represented by proxy at such meeting;
or
(2) A statement that such amendment was adopted by consent in writing signed by all members
entitled to vote with respect thereto;
(d) Where there are no members, or no members having voting rights, a statement of such fact, the
date of the meeting of the board of directors at which the amendment was adopted, and a statement of
the fact that such amendment received the vote of a majority of the directors in office.
C-2-35 Filing of Articles of Amendment
(a) Duplicate originals of the articles of amendment shall be delivered to the Tribal Secretary.
(b) If the Tribal Secretary finds that the articles of amendment conform to law, they shall, when all fees
and charges have been paid as in this Chapter prescribed:
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(1) Endorse on each of such duplicate originals the word “filed”, and the month, day, and year of the
filing thereof;
(2) File one of such duplicate originals in their office;
(3) Issue a certificate of amendment to which they shall affix the other duplicate original; and
(4) Deliver the certificate of amendment, together with the duplicate original of the articles of
amendment affixed thereto, to the corporation or its representative.
C-2-36 Effect of Certificate of Amendment
(a) Upon the issuance of the certificate of amendment, the amendment shall become effective and the
articles of incorporation shall be deemed to be amended accordingly.
(b) 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 members;
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.
C-2-37 Voluntary Dissolution
A corporation may dissolve and wind up its affairs in the following manner:
(a) Where there are members having voting rights, the board of directors shall adopt a resolution
recommending that the corporation be dissolved and directing that the question of such dissolution be
submitted to a vote at a meeting of members having voting rights, which may be either an annual meeting
or a special meeting. Written or printed notice stating that the purpose, or one of the purposes, of such
meeting is to consider the advisability of dissolving the corporation, shall be given to each member
entitled to vote at such meeting, within the time frame and in the manner provided in this Chapter, for the
giving of notice of meetings to members. A resolution to dissolve the corporation shall be adopted upon
receiving at least two-thirds (2/3) of the votes entitled to be cast by members present or represented by
proxy at such meetings;
(b) Where there are no members, or no members having voting rights, the dissolution of the corporation
shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by
the vote of a majority of the directors in office; and
(c) Upon adoption of such resolution by the members, or by the board of directors where there are no
members or members with voting rights, the corporation shall cease to conduct its affairs except insofar
as may be necessary for the winding up thereof; shall immediately cause a notice of the proposed
dissolution to be mailed to each known creditor of the corporation and shall proceed to collect its assets
and apply and distribute them as provided in this Chapter.
C-2-38 Distribution of Assets
The assets of a corporation in the process of dissolution shall be applied and distributed as follows:
(a) All liabilities and obligations of the corporation shall be paid, satisfied, and discharged, or adequate
provisions shall be made therefore;
(b) Assets held by the corporation upon condition requiring return, transfer, or conveyance, which
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condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance
with such requirements;
(c) Assets received and held by the corporation subject to limitations, permitting their use only for
charitable, religious, missionary, benevolent, educational, or similar purposes, but not held upon a
condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred, or
conveyed to one or more domestic or foreign corporations, societies, or organizations engaged in
activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution
adopted as provided in this Chapter;
(d) Other assets, if any, shall be distributed in accordance with the provisions of the articles of
incorporation or the by-laws to the extent that the articles of incorporation or by-laws determine the
distributive rights of members, or any class or classes of members, or provide for distribution to others;
and
(e) Any remaining assets may be distributed to such persons, societies, organizations, or domestic or
foreign corporations, whether for profit or not for profit, as may be specified if a plan of distribution is
adopted as provided in this Chapter.
C-2-39 Plan for Distribution
A plan providing for the distribution of assets, not inconsistent with the provisions of this Chapter, may be
adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the
purpose of authorizing any transfer or conveyance of assets for which this Chapter requires a plan for
distribution, in the following manner:
(a) Where there are members having voting rights the board of directors shall adopt a resolution
recommending that the voluntary dissolution proceedings be revoked, and directing that the question of
such revocation be submitted to a vote at the meeting of members having voting rights, which may be
either an annual or special meeting. Written or printed notice stating that the purpose, or one of the
purposes of such meeting is to consider the advisability of revoking the voluntary dissolution proceedings,
shall be given to each member entitled to vote at such a meeting within the time and in the manner
provided in this Chapter for the giving of notice of meetings of members. A resolution to revoke the
voluntary dissolution proceedings shall be adopted upon receiving at least two-thirds (2/3) of the votes
entitled to be cast by members present or represented by proxy at such meeting;
(b) Where there are no members, or no members having voting rights, a resolution to revoke the
voluntary dissolution proceeding shall be adopted at a meeting of the board of directors upon receiving
the vote of a majority of the directors in office; and
(c) Upon adoption of such resolution by the members, or by the board of directors, where there are no
members or no members with voting rights, the corporation may there upon again conduct its affairs. If
the articles of dissolution have been delivered to the Tribal Secretary, notice of such revocation shall be
given to them in writing.
C-2-40 Articles of Dissolution
If voluntary dissolution proceedings have not been revoked; when all debts, liabilities, and obligations of
the corporation shall have been made therefore, and all of the remaining property and assets of the
corporation shall have been transferred, conveyed, or distributed in accordance with the provisions of this
Chapter, articles of dissolution shall be executed in duplicate by the corporation; by its president or a vicepresident,
and the corporation seal shall be thereto affixed and attested by its secretary or an assistant
secretary, and such statement shall set forth:
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(a) The name of the corporation;
(b) Where there are members having voting rights;
(1) A statement setting forth the date of the meeting of members at which the resolution to dissolve
was adopted, that a quorum was present at such meeting, and that such resolution received at least twothirds
(2/3) of the votes entitled to be cast by members or represented by proxy at such meetings; or
(2) A statement that such resolution was adopted by consent in writing signed by all members
entitled to vote with respect thereto;
(c) Where there are no members, or no members having voting rights, a statement of such fact, the
date of the meeting of the board of directors at which the resolution to dissolve received the vote of a
majority of the directors in office;
(d) That all debts, liabilities, and obligations of the corporation have been paid and discharged or that
adequate provision has been made therefore;
(e) That all the remaining property and assets of the corporation have been transferred, conveyed, or
distributed in accordance with the provisions of this Chapter; and
(f) That there are no suits pending against the corporation in any Court, or that adequate provisions
have been made for the satisfaction of any judgment, order, or decree which may be entered against it in
any pending suit.
C-2-41 Filing of Articles of Dissolution
(a) Duplicate originals of such articles of dissolution shall be delivered to the Tribal Secretary.
(b) If the Tribal Secretary finds that such articles of dissolution conform to law, he shall, when all fees and
charges have been paid as in this Chapter prescribed:
(1) Endorse on each of such duplicate original the word “filed,” and the month, day, and year of such
filing thereof;
(2) File one of such duplicate original in their office;
(3) Issue a certificate of dissolution to which they shall affix the other duplicate original; and
(4) Deliver the certificate of dissolution, together with the duplicate original of the articles of dissolution
affixed thereto, to the representative of the dissolved corporation.
(c) Upon the issuance of such certificate of dissolution, the existence of the corporation shall cease,
except for the purpose of suits, other proceedings, and appropriate corporate action by members,
directors, and officers as provided in this Chapter.
C-2-42 Involuntary Dissolution
(a) A corporation may be dissolved involuntarily by a decree of the Court in an action instituted by the
Tribal Secretary in the name of the Tuscarora Nation of New York , when it is made to appear to the
Court that:
(1) The franchise of the corporation was procured through fraud; or
XXXIII
(2) The corporation has continued to exceed or abuse the authority conferred upon it by this Chapter;
or
(3) The corporation has failed for ninety (90) days to appoint and maintain a registered agent as
provided in this Chapter; or
(4) The corporation has failed for ninety (90) days after change of its registered office or registered
agent to deliver to the Tribal Secretary statement of such change.
(b) At least thirty (30) days before any action for the involuntary dissolution of a corporation shall be filed
by the Tribal Secretary; he shall notify the corporation by certified or registered mail addressed to such
corporation at its registered office, a notice of their intention to file such suit and the reasons therefore. If,
before action is filed, the corporation shall submit satisfactory evidence that said franchise was not
procured through fraud or that the corporation has not exceeded or abused such authority or shall appoint
or maintain a registered agent as provided in this Chapter, or deliver to the Tribal Secretary, the required
statement of change or registered agent, the Tribal Secretary shall not file an action against such a
corporation for such cause. If, after action is filed, for a reason stated in paragraph 3 or 4 of the preceding
subsection the corporation shall, as the case may be, appoint or maintain a registered agent as provided
in this Chapter, or shall deliver to the Tribal Secretary, the required statement of change of registered
agent, and shall pay the costs of such action, the action for such cause shall abate.
C-2-43 Jurisdiction of Court to Liquidate Assets and Affairs of Corporation
The Tuscarora Nation of New York Tribal Court shall have full power to liquidate the assets and affairs of
a corporation:
(a) In any action by a member or director when it is made to appear:
(1) That the directors are deadlocked in the management of the corporate affairs and that irreparable
injury to the corporation is being suffered or is threatened by that reason thereof, and either that the
members are unable to break the deadlock or there are no members having voting rights; or
(2) That the acts of the directors or those in control of the corporation are illegal, oppressive or
fraudulent; or
(3) That the corporate assets are being misapplied or wasted; or
(4) That the corporation is unable to carry out its purposes;
(b) In an action by a creditor:
(1) When the claim of the creditor has been reduced to judgment and an execution thereon has been
returned unsatisfied and it is established that the corporation is insolvent; or
(2) When the corporation has admitted in writing and the claims of the creditor is due and owing and
it is established that the corporation is insolvent;
(c) Upon application by a corporation to have its dissolution continued under the supervision of the
Court;
(d) When an action has been commenced by the Tribal Secretary to dissolve a corporation and it is
made to appear that liquidation of its affairs should precede the entry of a decree of dissolution;
(e) It shall not be necessary to make directors or members parties to any such action or proceeding
unless relief is sought against them personally.
XXXIV
C-2-44 Procedure in Liquidation of Corporation by Court
(a) In proceedings to liquidate the assets and affairs of a corporation, the Court shall have the power to
issue injunctions, to appoint receivers pendent lite, with such powers and duties as the Court, from time to
time may direct, and to take such other proceedings as may be requisite to preserve the corporate assets
wherever situated, and carry on its affairs of the corporation until a full hearing can be had.
(b) After a hearing had upon such notice as the Court may direct to be given to all parties to the
proceedings and to any other parties in interest designated by the Court, the Court may appoint a
liquidating receiver or receivers with authority to collect the assets of the corporation. Such liquidating
receiver or receivers shall have authority subject to the order of the Court, to sell, convey and dispose of
all or any part of the assets of the corporation wherever situated, either at public or private sale. The order
appointing such liquidating receiver or receivers shall state their powers and duties. Such power and
duties may be increased or diminished at any time during the proceedings.
(c) The assets of the corporation of the proceeds resulting from a sale, conveyance, or other disposition
thereof shall be applied and distributed as follows:
(1) All costs and expenses of the Court proceedings and all liabilities and obligations of the corporation
shall be paid, satisfied, and discharged, or adequate provision shall be made therefore;
(2) Assets held by the corporation upon conditions requiring return, transfer, or conveyance which
conditions occurs by reason of dissolution or liquidation, shall be returned, transferred, or conveyed in
accordance with such requirements;
(3) Assets received and held by the corporation subject to limitations permitting their use only for
charitable, religious, eleemosynary benevolent, educational, or similar purposes, but not held upon a
condition requiring return, transfer, or conveyance by reason of the dissolution or liquidation, shall be
transferred or conveyed to one or more domestic or foreign corporations, societies, or organizations
engaged in activities substantially similar to those of the dissolving or liquidating corporation as the Court
may direct;
(4) Other assets, if any, shall be distributed in accordance with the provisions of the articles of
incorporation or the by-laws to the extent that the articles of incorporation or by-laws determine the
distributive rights of the members or any class or classes of members, or provide for distribution to others;
and
(5) Any remaining assets may be distributed to such persons, societies, organizations, or domestic or
foreign corporations, whether for profit or not for profit, specified in the plan of distribution has been
adopted, as the Court may direct.
(d) The Court shall have power to allow, from time to time, as expenses of the liquidation, compensation
to the receiver or receivers and to attorney in the proceeding, and to direct the payment thereof out of the
assets of the corporation or the proceeds of any sale of disposition of such assets.
(e) A receiver of a corporation appointed under the provisions of this section shall have authority to sue
and defend in all Courts in his own name as receiver of such corporation. The Court appointing such
receiver shall, for the purposes of this Chapter have exclusive jurisdiction of the corporation and its
property, wherever situated.
C-2-45 Qualification of Receivers
A receiver shall in all cases be a natural person or a domestic corporation authorized to act as receiver,
XXXV
and shall in all cases give such bond as the Court may direct with such sureties as the Court may require.
C-2-46 Filing of Claims in Liquidation Proceedings
In proceeds to liquidate the assets and affairs of a corporation, the Court may require all creditors of the
corporation to file with the clerk of Court or with the receiver, in such form as the Court may prescribe,
proofs under oath of their respective claims, it shall fix a date which shall be not less than four (4) months
from the date of the order, as the last day for the filing of claims, and shall prescribe the notice that shall
be given to creditors and claimants of the date so fixed. Prior to the date so fixed, the Court may extend
the time for the filing of claims. Creditors and claimants failing to file proofs or claims on or before the date
so fixed may be barred, by order of the Court, from participating in the distribution of the assets of the
corporation.
C-2-47 Discontinuance of Liquidation Proceedings
The liquidation of the assets and affairs of a corporation may be discontinued at any time during the
liquidation proceedings when it is made to appear that cause for liquidation no longer exists. In such
event the Court shall dismiss the proceedings and direct the receiver to redeliver to the corporation all its
remaining property and assets.
C-2-48 Decree of Involuntary Dissolution
In proceedings to liquidate the assets and affairs of a corporation, when the costs and expenses of such
proceedings and all debts, obligations, and liabilities of the corporation shall have been paid and
discharged and all of its remaining property and assets are not sufficient to satisfy and discharge such
costs, expenses, debts, and obligations, and all the property and assets have been applied so far as they
will go to their payment, the Court shall enter a decree dissolving the corporation, whereupon the
existence of the corporation shall cease.
C-2-49 Filing of Decree of Dissolution
In case the Court shall enter a decree dissolving a corporation, it shall be the duty of the clerk of Court to
cause a certified copy of the decree to be delivered to the Tribal Secretary, who shall file the same. No
fee shall be charged by the Tribal Secretary for the filing thereof.
C-2-50 Deposits with Tribal Secretary
Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to
any persons who are unknown or cannot be found, or who are under disability and there is no person
legally competent to receive such distributive portion, shall be reduced to cash and be deposited with the
Tribal Secretary and shall be paid over to such person or to his legal representative upon proof
satisfactory to the Court of his rights thereto.
C-2-51 Annual Report of Domestic and Foreign Corporations
(a) Each domestic corporation shall prepare an annual report setting forth:
(1) The name of the corporation;
(2) The address of its registered office and the name of its registered agent;
XXXVI
(3) A brief statement of the character of the affairs which the corporation is actually conducting; and
(4) The names and respective addresses, including street and number, if any, of the directors and
officers of the corporation.
(b) Such annual report shall be made on forms prescribed and furnished by the Tribal Secretary and the
information therein contained shall be given as of the date of the execution of the report. It shall be
executed by the corporation; by its president, a vice-president, secretary, or assistant secretary,
treasurer, or assistant treasurer, or if the corporation is in the hands of a receiver or receivers, or trustee,
it shall be executed by such receiver, receivers, or trustee.
C-2-52 Filing of Annual Report of Corporation
Such annual report of a corporation shall be delivered to the Tribal Secretary. If the Tribal Secretary,
between the first day of January and the first day of March of each year, find that such report conforms to
law, he shall file the same. If he or she finds that it does not so conform, he or she shall promptly return
the same to the corporation for any necessary correction, in which event the penalties hereinafter
prescribed for failure to file such report within the time hereinafter provided shall not apply, if such report
is corrected to conform to the requirements of this Chapter and returned to the Tribal Secretary in
sufficient time to be filed prior to the first day of July of the year in which it is due.
C-2-53 Penalties Imposed Upon Corporations
Each corporation, foreign or domestic, that fails or refuses to file its annual report for any year within the
time prescribed by this Chapter shall be subject to a penalty of fifty dollars ($50.00), to be assessed by
the Tribal Secretary.
C-2-54 Fees for Filing Documents and Issuing Certificates
The Tribal Secretary shall charge and collect for:
(a) Filing articles of incorporation and issuing a certificate of incorporation, $100.00;
(b) Filing articles of amendment and issuing a certificate of amendment, $100.00;
(c) Filing a statement of change of address of registered office or change of registered agent, or both,
$25.00;
(d) Filing articles of dissolution, $100.00;
(e) Filing a statement of election to accept this Chapter and issuing certificate of acceptance, $25.00;
(f) Filing any other statement or report, including an annual report of a domestic or foreign corporation,
$15.00;
(g) Indexing each document filed, except an annual report, $5.00;
(h) Furnishing a certified copy of any document, instrument, or paper relating to a corporation, $5.00,
plus per page cost;
(i) Furnishing a certificate as to the existence of a fact relating to a corporation, $10.00.
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The Tribal Secretary is authorized to make regulation providing for reasonable fees for other services not
listed in this section or to changes by regulation in any and all fees for services set out in this Chapter.
C-2-55 Certificates and Certified Copies to be received in Evidence
All certificates issued by the Tribal Secretary in accordance with the provisions of this Chapter and all
copies of documents filed in his or her office in accordance with the provisions of this Chapter, when
certified by him or her, shall be taken and received in all Courts, public offices, and official bodies as
prima facie evidence of the facts therein stated. A certificate by the Tribal Secretary under the seal of his
or her office, as to the existence or non-existence of the facts relating to corporations which would not
appear from a certified copy of any of the foregoing documents or certificates shall be taken and received
in all Courts, public offices and official bodies as prima facie evidence of the existence or nonexistence of
the facts therein stated.
C-2-56 Forms to be Furnished by the Tribal Secretary
All reports required by this Chapter to be filed in the office of the Tribal Secretary shall be made on forms
which shall be prescribed and furnished by the Tribal Secretary. Forms for all other documents to be filed
in the office of the Tribal Secretary shall be furnished by the Tribal Secretary on request therefore, but the
use thereof, unless otherwise specifically prescribed in this Chapter, shall not be mandatory.
C-2-57 Greater Voting Requirements
Whenever, with respect to any action to be taken by the members or directors of a corporation, the
articles of incorporation requires the vote or concurrence of a greater proportion of the members or
directors, as the case may be, than required by this Chapter, with respect to such action, the provisions of
the articles of incorporation shall control.
C-2-58 Waiver of Notice
Whenever any notice is required to be given to any member or director of a corporation under the
provisions of this Chapter, under the provisions of the articles of incorporation, or by-laws of the
corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be equivalent to the giving of such notice. Presence without
objection also waives notice.
C-2-59 Action by Members or Directors without a Meeting
Any action required by this Chapter to be taken at a meeting of the members or directors of a corporation,
or any action which may be taken at a meeting of the members of director, may be taken without a
meeting, if consent in writing, setting forth the action so taken, shall be signed by all of the members
entitled to vote with respect to the subject matter thereof, or all of the directors, as the case may be. Such
consent shall have the same force and effect as a unanimous vote, and may be stated as such in any
articles or document filed with the Tribal Secretary under this Chapter.
C-2-60 Effect of Invalidity of Part of this Chapter
If a Court of competent jurisdiction shall adjudge to be invalid or unconstitutional any clause, sentence,
paragraph, section, or part of this Chapter, such judgment or decree shall not effect, impair, invalidate, or
nullify the remainder of this Chapter, but the effect thereof shall be confined to the clause, sentence,
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paragraph, section, or part of this Chapter so adjudged to be invalid or unconstitutional.
(Chapter C-2 Adopted 3/21/85, Resolution 1985-141)
CHAPTER C-3 BUSINESS CORPORATIONS
C-3-1 Short Title
This Chapter shall be known and may be cited as the Tuscarora Nation of New York Tribal
Corporations Chapter.
C-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” mean 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 are 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.
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(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 Tuscarora Nation of New
York Territories.
C-3-3 Purposes
Corporations may be organized under this Chapter for any lawful purpose or purposes, except for the
purpose of banking or insurance.
C-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 Territories;
(k) To elect or appoint officers and agents of the corporation, and define their duties and fix their
compensation;
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(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 Tuscarora Nation of New York for the administration and
regulation of the affairs of the corporation;
(m) To make donation s 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.
C-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.
C-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 Tuscarora Nation of New York
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Indian Territories.
C-3-7 Registered Office and Registered Agent
Each corporation shall have and continuously maintain on this Territories:
(a) A registered office; and
(b) A registered agent.
C-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 Territories 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.
C-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.
C-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.
C-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 nor 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
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the case may be, as to the value of the consideration received for share will be conclusive.
C-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.
C-3-13 Certificate Representing Shares
(a) The shares of a corporation shall be represented by certificates signed by the president or vicepresident
and the secretary or an assistant secretary of the corporation, and may be sealed with the seal
of the corporation or a facsimile thereof.
(b) Each certificate representing shares shall state upon the face thereof:
(1) That the corporation is organized under the Chapter 7-3 of the Tuscarora Nation of New York.
(2) The name of the person to whom issued;
(3) The number of shares, which such certificate represents; and
(4) The par value of each share represented by such certificate.
(c) No certificate shall be issued for any share until such share is fully paid.
C-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.
C-3-15 Meetings of Shareholders
Meetings of shareholders may be held at such place on this Territories 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.
C-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
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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.
C-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.
C-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.
C-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.
C-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 shareholder 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 eleventh (11) months from the date of its
execution, unless otherwise provided in the proxy.
C-3-21 Board of Directors
The business and affairs of a corporation shall be managed by a board of directors. Directors except as
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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.
C-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.
C-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.
C-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.
C-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.
C-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
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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.
C-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.
C-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 Territories.
Regular meetings of the board of directors may be held with or without notice as prescribed by the bylaws.
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.
C-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.
C-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.
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C-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.
C-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.
C-3-33 Liability of Directors in Certain Cases
(a) In addition to any other liabilities imposed by law upon directors of a corporation:
(1) 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;
(2) 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
(3) The directors of a corporation who vote for, or assent to any distribution of assets or a corporation
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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.
(b) 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.
(c) A director shall not be liable under (1), (2), or (3) 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.
(d) 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.
(e) 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.
C-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 bylaws,
or as may be determined by resolution of the board of directors not inconsistent with the by-laws.
C-3-35 Removal of Officers
Any officer or agent may be removed by the board of directors whenever, in its judgment, 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.
C-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
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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 there from.
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.
C-3-37 Incorporators
One or more members of the Tuscarora Nation of New York Territories 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.
C-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;
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(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 incorporators 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 incorporated powers enumerated in this Chapter.
C-3-39 Filing of Articles of Incorporation
Duplicate original of the articles of incorporation shall be delivered to the Tribal Secretary. If the Tribal
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.
C-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.
C-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.
C-3-42 Right to Amend Articles of Incorporation
L
A corporation may amend its articles of incorporation, from time to time.
C-3-43 Procedure to Amend Articles of Incorporation
(a) Amendment to the articles of incorporation shall be made in the following manner:
(1) 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;
(2) 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
(3) 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.
(b) Any number of amendments may be submitted to the shareholders and voted upon by them at one
meeting.
C-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
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(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.
C-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.
C-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.
C-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.
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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.
C-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;
(d) 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:
(1) The name of the corporation;
(2) A copy of the resolution of the shareholders approving such reduction and the date of its
adoption;
(3) The number of shares outstanding and the number of shares entitled to vote thereon;
(4) The number of shares voted for and against such reduction, respectively; and
(5) 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;
(e) 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:
(1) Endorse on each of such duplicate originals the word “Filed” and the month, day and year of the
filing thereof;
(2) File one of such duplicate originals in his or her office;
(3) return the other duplicate original to the corporation or its representative;
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(f) Upon the filing of such statement, the stated capital of the corporation shall be reduced as therein
set forth:
(1) No reduction of the stated capital shall be made under the provisions of this section which would
reduce the amount of the aggregate stated capital of the corporation to an amount equal to or less than
the aggregate preferential amounts payable upon all issued shares having a preferential right in the
assets of the corporation in the event of involuntary liquidation, plus the aggregated par value of all issued
shares having a par value but no preferential right in the assets of the corporation in the event of
involuntary liquidation.
C-3-49 Special Provisions Relating to Surplus and Reserves
The surplus, if any, created by or arising out of a reduction of the stated capital of a corporation shall be
capital surplus.
The capital surplus of a corporation may be increased from time to time by resolution of the board of
directors directing that all or a part of the earned surplus of the corporation be transferred to capital
surplus.
A corporation may, by resolution of its board of directors, apply any part or all of its capital surplus to the
reduction or elimination of any deficit arising from losses, however incurred, but only after first eliminating
the earned surplus if any, of the corporation by applying such losses against earned surplus and only to
the extent that such losses exceed the earned surplus, if any. Each such application of capital surplus
shall, to the extent thereof, effect a reduction of capital surplus.
A corporation may, by resolution of its board of directors, create a reserve out of its earned surplus for
any proper purposes, and may abolish any such reserve in the same manner. Earned surplus of the
corporation to the extent so reserved shall not be available for the payment of dividends or other
distributions by the corporation except as expressly permitted by this Chapter.
C-3-50 Sale of Assets in Regular Course of Business and Mortgage or Pledge of Assets
The sale, lease, exchange, or other disposition of all, or substantially all, the property and assets of a
corporation in the usual and regular course of its business and the mortgage or pledge of any or all
property and assets of a corporation whether or not in the usual and regular course of business may be
made upon such terms and conditions and for such consideration, which may consist in whole or in part
of cash or other property, including shares, obligations or other securities of any other corporation,
domestic or foreign, as shall be authorized by its board of directors; and in any such case, no
authorization or consent of the shareholders shall be required.
C-3-51 Sale of Assets other than in Regular Course of Business
A sale, lease, exchange, or other disposition of all, or substantially all, the property and assets with or
without the good will, of a corporation, if not in the usual and regular course of its business, may be made
upon such terms and conditions and for such consideration, which may consist in whole or in part of cash
or other property, including shares, obligations, or other securities of any other corporation, domestic or
foreign, as may be authorized, in the following manner:
(a) The board of directors shall adopt a resolution recommending such sale, lease, exchange or other
disposition and directing the submission thereof to a vote at a meeting of shareholders, which may be
either an annual or special meeting;
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(b) Written notice shall be given to each shareholder of record, whether or not entitled to vote at such
meeting not less than twenty (20) days before such meeting, in the manner provided in this Chapter for
the giving of notice of meetings of shareholders and, whether the meeting be an annual or a special
meeting, shall state that the purpose, or one of the purposes is to consider the proposed sale, lease,
exchange, or other disposition;
(c) At such meeting the shareholders may authorize such sale, lease, exchange, or other disposition
and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof,
and the consideration to be received by the corporation therefore. Such authorization shall require the
affirmative vote of the holders of a majority of the shares of the corporation entitled to vote thereon,
unless any class of shares is entitled to vote thereon as a class, in which event such authorization shall
require the affirmative vote of the holders of a majority of the shares of each class of shares entitled to
vote as a class thereon and of the total shares entitled to vote thereon; and
(d) After such authorization by a vote of shareholders, the board of directors, nevertheless, in its
discretion, may abandon such sale, lease, exchange or other disposition of assets, subject to the rights of
third parties under any contracts relating thereto, without further action or approval by shareholders.
C-3-52 Voluntary Dissolution by Incorporators
A corporation which has not commenced business and which has not issued any shares, may be
voluntarily dissolved by its incorporators at any time in the following manner:
(a) Articles of dissolution shall be executed in duplicate by a majority of the incorporators, and verified
by the, and shall set forth:
(1) The name of the corporation;
(2) The date of issuance of its certificate of incorporation;
(3) That none of its shares have been issued;
(4) That the corporation has not commenced business;
(5) That the amount, if any, actually paid in on subscriptions for its shares, less any part thereof
disbursed for necessary expenses, has been returned to those entitled thereto;
(6) That no debts of the corporation remain unpaid; and
(7) That a majority of the incorporators elect that the corporation be dissolved.
(b) Duplicate originals of such articles of dissolution shall be delivered to the Tribal Secretary. If the
Tribal Secretary finds that such articles of dissolution conform to law, he/she shall, when all fees and
franchise taxes have been paid as in this Chapter prescribed:
(1) Endorse on each of such duplicate originals the word “filed”, and the month, day, and year of the
filing thereof;
(2) File one of such duplicate original in his/her office; and
(3) Issue a certificate of dissolution to which he/she shall affix the other duplicate original.
The certificate of dissolution, together with the duplicate original of the articles of dissolution affixed
thereto by the Tribal Secretary, shall be returned to the incorporators or their representative. Upon the
issuance of such certificate of dissolution, the existence of the corporation shall cease.
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C-3-53 Voluntary Dissolution by Consent of Shareholders
A corporation may be voluntarily dissolved by the written consent of all its shareholders.
Upon the execution of such written consent, a statement of intent to dissolve shall be executed in
duplicate by the corporation; by its president or vice-president and by its secretary or assistance secretary
and verified by one of the officers signing such statement, which statement shall set forth:
(a) The name of the corporation;
(b) The names and respective addresses of its officers;
(c) The names and respective addresses of its directors;
(d) A copy of the written consent signed by all shareholders of the corporation; and
(e) A statement that such written consent has been signed by all shareholders of the corporation or
signed in their names by their attorney’s thereunto duly authorized.
C-3-54 Voluntary Dissolution by Act of Corporation
A corporation may be dissolved by the act of the corporation, when authorized in the following manner:
(a) The board of directors shall adopt a resolution recommending that the corporation be dissolved and
directing that the question of such dissolution be submitted to a vote at a meeting of shareholders, which
may be either an annual meeting or a special meeting;
(b) Written notice shall be given to each shareholder of record entitled to vote at such meeting, within
the time and in the manner provided in this Chapter for the giving of notice of meetings to shareholders,
and whether the meeting be an annual or special meeting, shall state that the purpose, or one of the
purposes, of such meeting is to consider the advisability of dissolving the corporation;
(c) At such meeting a vote of shareholders entitled to vote thereat shall be taken on a resolution to
dissolve the corporation. Such resolution shall be adopted upon receiving the affirmative vote of the
holders of a majority of the shares of the corporation entitled to vote thereon; and
(d) Upon the adoption of such resolution by the members, a statement of intent to dissolve shall be
executed in duplicate by the corporation; by its president or vice- president and by its secretary or
assistance secretary, and verified by one of the officers signing such statement, which statement shall set
forth:
(1) The name of the corporation;
(2) The names and respective addresses of its officers;
(3) The names and respective addresses of its directors;
(4) A copy of the resolution adopted by all shareholders authorizing the dissolution of the
corporation;
(5) The number of shares outstanding, and if the shares of any class are entitled to vote as a class,
the designation and number of outstanding shares of each such class; and
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(6) The number of shares voted for and against the resolution, respectively.
C-3-55 Filing of Statement of Intent to Dissolve
Duplicate originals of the statement of intent to dissolve, whether by consent of shareholders or by act of
the corporation, shall be delivered to the Tribal Secretary. If the Tribal Secretary finds that such articles of
dissolution 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 original the word “filed”, and the month, day, and year of the
filing thereof;
(b) File one of such duplicate original in his or her office;
(c) Return the other duplicate original to the corporation or representative.
C-3-56 Effect of Statement of Intent to Dissolve
Upon the filing by the Tribal Secretary of a statement of intent to dissolve, whether by consent of
shareholders or by act of the corporation, the corporation shall cease to carry on its business except
insofar as may be necessary for the winding up thereof, but its corporate existence shall continue until a
certificate of dissolution has been issued by the Tribal Treasurer or until a decree dissolving the
corporation has been entered by a court of competent jurisdiction as in this Chapter provided.
C-3-57 Procedure After Filing of Statement of Intent to Dissolve
After the filing by the Tribal Secretary of a statement of intent to dissolve:
(a) The corporation shall immediately cause notice thereof to be mailed to each known creditor of the
corporation;
(b) The corporation shall proceed to collect its assets, convey and dispose of such of its properties as
are not to be distributed in kind to its shareholders; pay, satisfy and discharge its liabilities and obligations
and do all other acts required to liquidate its business and affairs; and after paying or adequately
providing for the payment of all its obligations, distribute the remainder of its assets, either in cash or in
kind, among its shareholders according to their respective rights and interests; and
(c) The corporation, at any time during the liquidation of its business and affairs, may make application
to the Tuscarora Nation of New York Tribal Court, to have liquidation continued under the supervision of
the Court, as provided in this Chapter.
C-3-58 Revocation of Voluntary Dissolution Proceedings by Consent of Shareholders
By the written consent of all its shareholders, a corporation may, at any time prior to the issuance of a
certificate of dissolution by the Tribal Secretary, revoke voluntary dissolution proceedings theretofore
taken, in the following manner:
Upon the execution of such written consent, a statement of revocation of voluntary dissolution
proceedings shall be executed in duplicate by the corporation; by its president or a vice-president, and its
secretary or an assistant secretary, and verified by one of the officers signing such statement, which
statement shall set forth:
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(a) The name of the corporation;
(b) The names and respective addresses of its officers;
(c) The names and respective addresses of its directors;
(d) A copy of the written consent signed by all shareholders of the corporation revoking such voluntary
dissolution proceedings; and
(e) That such written consent has been signed by all shareholders of the corporation or signed in their
names by their attorneys thereunto duly recognized.
C-3-59 Revocation of Voluntary Dissolution Proceedings by Act of Corporation
By the act of the corporation, a corporation may, at any time prior to the issuance of a certificate of
dissolution by the Tribal Treasurer, revoke voluntary dissolution proceeding theretofore taken, in the
following manner:
(a) The board of directors shall adopt a resolution recommending that the voluntary dissolution
proceedings be revoked, and directing that the question of such revocation be submitted to a vote at a
special meeting of shareholders;
(b) Written notice, stating that the purpose or one of the purposes of the meeting is to consider the
advisability of revoking the voluntary dissolution proceedings, shall be given to each shareholder entitled
to vote at such meeting within the time and in the manner provided in this Chapter for the giving of notice
of special meetings to shareholders;
(c) At such meeting a vote of shareholders entitled to vote thereat shall be taken on a resolution to
revoke the voluntary dissolution proceedings, which shall require, for the adoption, the affirmative vote of
the holders of a majority of the shares entitled to vote thereon; and
(d) Upon adoption of such resolution by the members, a statement of revocation of voluntary
dissolution proceedings shall be executed in duplicate by the corporation; by its president or vicepresident
and by its secretary or assistant secretary, and verified by one of the officers signing such
statement, which statement shall set forth:
(1) The name of the corporation;
(2) The names and respective addresses of its officers;
(3) The names and respective addresses of its directors;
(4) A copy of the resolution adopted by the shareholders revoking the voluntary dissolution
proceedings;
(5) The number of shares outstanding; and
(6) The number of shares voted for and against the resolution, respectively.
C-3-60 Filing of Statement of Revocation of Voluntary Dissolution Proceedings
Duplicate originals of the statement of revocation of voluntary dissolution proceedings, whether by
consent of shareholders or by act of the corporation, shall be delivered to the Tribal Treasurer. If the
Tribal Secretary finds that such statement conforms to law, he/she shall, when all fees and franchise
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taxes have been paid as in this Chapter prescribed:
(a) Endorse on each of such duplicate original the word “filed”, and the month, day, and year of such
filing thereof;
(b) File one of such duplicate originals to the corporation or its representative.
C-3-61 Effect of Statement of Revocation of Voluntary Dissolution Proceedings
Upon the filing by the Tribal Secretary of a statement of revocation of voluntary dissolution proceedings,
whether by consent of shareholders or by act of the corporation, the revocation of the voluntary
dissolution proceedings shall become effective and the corporation may again carry on its business.
C-3-62 Articles of Dissolution
If voluntary dissolution proceedings have not been revoked; when all debts, liabilities, and obligations of
the corporation shall have been paid and discharged, or adequate provision has been made therefore,
and all of the remaining property and assets of the corporation have been distributed to its shareholders,
articles of dissolution shall be executed in duplicate by the corporation; by its president or a vicepresident,
and by its secretary or an assistant secretary, and verified by one of the officers signing such
statement, which such statement shall set forth:
(a) The name of the corporation;
(b) That the Tribal Secretary theretofore filed a statement of intent to dissolve the corporation, and the
date on which such statement was filed;
(c) That all debts, obligations, and liabilities and obligations of the corporation have been paid and
discharged or that adequate provisions have been made therefore;
(d) That all the remaining property and assets of the corporation have been distributed among its
shareholders in accordance with their respective rights and interests; and
(e) That there are no suits pending against the corporation in any Court, or that adequate provisions
have been made for the satisfaction of any judgment, order, or decree which may be entered against it in
any pending suit.
C-3-63 Filing of Articles of Dissolution
Duplicate originals of such articles of dissolution shall be delivered to the Tribal Secretary.
The Tribal Secretary finds that such articles of dissolution 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 such
filing thereof;
(b) File one of such duplicate original in his office; and
(c) Issue a certificate of dissolution to which he/she shall affix the other duplicate original.
The certificate of dissolution, together with the duplicate original of the articles of dissolution affixed
thereto by the Tribal Secretary shall be returned to the representative of the dissolved corporation. Upon
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the issuance of such certificate of dissolution, the existence of the corporation shall cease, except for the
purpose of suits, other proceedings, and appropriate corporate action by shareholders, directors and
officers as provided in this Chapter.
C-3-64 Involuntary Dissolution
A corporation may be dissolved involuntarily by a decree of the Tuscarora Nation of New York Tribal
Court in an action instituted by the Tribal Secretary when it is established that:
(a) The corporation has failed to file its annual report within the time required by this Chapter, or has
failed to pay its franchise tax on or before the first day of August of the year in which such franchise tax
becomes due and payable; or
(b) The corporation procured its articles of incorporation through fraud; or
(c) The corporation has continued to exceed or abuse the authority conferred upon it by law; or
(d) The corporation has failed for thirty (30) days to appoint and maintain a registered office or
registered agent on this Territories; or
(e) The corporation has failed for thirty (30) days, after change of its registered office or registered
agent to file in the office of the Tribal Secretary, a statement of such change.
C-3-65 Notification to the Tribal Secretary
If on or before the last day of December, a corporation shall have failed to file its annual reports or to pay
franchise taxes in accordance with the provisions of this Chapter or shall have given cause for dissolution
as provided in this Chapter the Tribal Secretary shall file an action in the name of the Tribe against such
corporation for its dissolution.
If, after such action has been filed, the corporation shall file its annual report or pay its franchise tax,
together with all penalties thereon, or shall appoint or maintain a registered agent as provided in this
Chapter, or shall file with the Tribal Secretary the required statement of change of registered agent, and
shall pay the costs of such action, the action for such cause shall abate.
C-3-66 Jurisdiction of Court to Liquidate Assets and Affairs of Corporation
The Tuscarora Nation of New York Tribal Court shall have full power to liquidate the assets and business
of a corporation:
(a) In any action by a shareholder when it is established:
(1) That the directors are deadlocked in the management of the corporation affairs and that the
shareholders are unable to break the deadlock; and that irreparable injury to the corporation is being
suffered or is threatened by reason thereof; or
(2) That the acts of the director or those in control of the corporation are illegal, oppressive or
fraudulent; or
(3) That the shareholders are deadlocked in voting power, and have failed, for a period which
includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms
have expired or would have expired upon the election of their successors; or
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(4) That the corporation assets are being misapplied or wasted.
(b) In an action by a creditor:
(1) When the claim of the creditor has been reduced to judgment and an execution thereon returned
unsatisfied and it is established that the corporation is insolvent;
(c) Upon application by a corporation which has filed a statement of intent to dissolve, as provided in
this Chapter, to have its liquidation continued under the supervision of the Court; and
(d) When an action has been commenced by the Tribal Secretary to dissolve a corporation and it is
established that liquidation of its business and affairs should precede the entry of a decree of dissolution;
It shall not be necessary to make shareholders parties to any such action or proceeding unless relief is
sought against them personally.
C-3-67 Procedure in Liquidation of Corporation by Court
In proceedings to liquidate the assets and business of a corporation, the Court shall have the power to
issue injunctions, to appoint a receiver or receivers pendent lite, with such powers and duties as the
Court, from time to time, may direct and to take such other proceedings as may be requested to preserve
the corporate assets wherever situated, and carry on business of the corporation until a full hearing can
be held.
After a hearing had upon such notice as the Court may direct to be given to all parties to the proceedings
and to any other parties in interest designated by the Court, the Court may appoint a liquidating receiver
or receivers with authority to collect the assets of the corporation, including all amounts owing to the
corporation by subscribers on account of any unpaid portion of the consideration for the issuance of
shares. Such liquidating receiver shall have authority, subject to the order of the Court, to sell, convey
and dispose of all or any part of the assets of the corporation wherever situated, either at public or private
sale. The assets of the corporation of the proceeds resulting from a sale, conveyance, or other disposition
thereof shall be applied to the expenses of such liquidation and to the payment of the liabilities and
obligations of the corporation, and any remaining assets or proceeds shall be distributed among its
shareholders according to their respective rights and interests. The order appointing such liquidating
receiver shall state their powers and duties. Such power and duties may be increased or diminished at
any time during the proceedings.
The Court shall have power to allow, from time to time, as expenses of the liquidation compensation to
the receiver or receivers and to attorneys in the proceedings, and to direct the payment thereof out of the
assets of the corporation or the proceeds of any sale or disposition of such assets.
A receiver of a corporation appointed under the provisions of this section shall have authority to sue and
defend in all courts in his own name as receiver of such corporation. The Court appointing such
receiver(s) shall have exclusive jurisdiction of the corporation and its property, wherever situated.
C-3-68 Qualification of Receivers
A receiver shall in all cases be a natural person or a corporation authorized to act as receiver, domestic,
and shall in all cases give such bond as the Court may direct with such sureties as the Court may require.
C-3-69 Filing of Claims in Liquidation Proceedings
In proceedings to liquidate the assets and business of a corporation, the Court may require all creditors of
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the corporation to file with the Clerk of Court, or with the receiver, in such form as the Court may
prescribe, proof under oath of their respective claims. If the Court requires the filing of claims it shall fix a
date, which shall be not less than four (4) months from the date of the order, as the last day for the filing
of claims, and shall prescribe the notice that shall be given to creditors and claimants of the date so fixed.
Prior to the date so fixed, the Court may extend the time for the filing of claims. Creditors and claimants
failing to file proofs or claims on or before the date so fixed may be barred, by order of the Court, from
participating in the distribution of the assets of the Corporation.
C-3-70 Discontinuance of Liquidation Proceedings
The liquidation of the assets and business of a corporation may be discontinued at any time during the
liquidation proceedings when it is made to appear that cause for liquidation no longer exists. In such
event the Court shall dismiss the proceedings and direct the receiver to redeliver to the corporation all its
remaining property and assets.
C-3-71 Decree of Involuntary Dissolution
In proceedings to liquidate the assets and affairs of a corporation, when the costs and expenses of such
proceedings and all debts, obligations, and liabilities of the corporation shall have been paid and
discharged and all of its remaining property and assets distributed to its shareholders; or in the case its
property and assets are not sufficient to satisfy and discharge such costs, expenses, debts, and
obligations, all the property and assets have been applied so far as they will go to their payment, the
Court shall enter a decree dissolving the corporation, whereupon the existence of the corporation shall
cease.
C-3-72 Filing of Decree Dissolution
In case the Court shall enter a decree dissolving a corporation, it shall be the duty of the clerk of such
Court to cause a certified copy of the decree to be filed with the Tribal Secretary. No fee shall be charged
by the Tribal Secretary for the filing thereof.
C-3-73 Deposits with Tribal Secretary
Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to a
creditor or a shareholder who is unknown or cannot be found, or who are under disability and there is no
person legally competent to receive such distributive portion, shall be reduced to cash and be deposited
with the Tribal Secretary and shall be paid over to such creditor or shareholder or his legal representative
upon proof satisfactory to the Tribal Secretary of his rights thereto.
C-3-74 Survival of Remedy After Dissolution
The dissolution of a corporation either:
(a) By the issuance of a certificate of dissolution by the Tribal Secretary; or
(b) By a decree of the Court when the Court has not liquidated the assets and business of the
corporation as provided in this Chapter; or
(c) By expiration of its period of duration, shall not take away or impair any remedy available to or
against such corporation, its directors, officers, or shareholders, for any right or claim existing; or any
liability incurred, prior to such dissolution action or other proceeding thereon if commenced within two (2)
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years after the date of such dissolution, any action or proceeding by or against the corporation in its
corporate name.
The shareholders, directors, and officers shall have the power to take such corporate or other action as
shall be appropriate to protect such remedy, right, or claim. If such corporation was dissolved at the
expiration of its period of duration, such corporation may amend its articles of incorporation at any time
during such period of two (2) years so as to extend its period of duration.
C-3-75 Annual Report of Domestic and Foreign Corporations
Each domestic corporation shall prepare, within the time prescribed by this Chapter, an annual report
setting forth:
(a) The name of the corporation;
(b) The address of its registered office and the name of its registered agent;
(c) A brief statement of the character of the business which the corporation is actually engaged;
(d) The names and respective addresses of the directors and officers of the corporation;
(e) A statement of the aggregate number of shares which the corporation has authority to issue and par
value of the shares;
(f) A statement of the aggregate number of issued shares;
(g) A statement, expressed in dollars, of the amount of stated capital of the corporation, as defined in
this Chapter;
(h) A statement, expressed in dollars, of the value of all the property owned by the corporation,
wherever located, and the value of the property of the corporation located within this Territories, and a
statement, expressed in dollars, of the gross amount of business transacted by the corporation for the
twelve (12) months ended on the thirty-first (31st) day of December preceding the date herein provided
for the filing of such report and the gross amount thereof transacted by the corporation at or from places
of business on this Territories.
(i) If, on the thirty-first (31st) day of December preceding the time herein provided for the filing of such
report, the corporation had not been in existence for a period of twelve (12) months, or in the case of a
foreign corporation having not been authorized to transact business on this Territories, as the case may
be, and such thirty-first (31st) day of December. If all the property of the corporation is located in this
Territories and all of its business is transacted at or from places of business on this Territories, or if the
corporation elects to pay the annual franchise tax on the basis of its entire stated capital, then the
information required by this subparagraph need not be set forth in such report; and
(j) Such additional information as may be necessary or appropriate in order to enable the Tribal
Secretary to determine and assess the proper amount of franchise taxes payable by such corporation.
Such annual report shall be made on forms prescribed and furnished by the Tribal Secretary and the
information therein contained shall be given as of the date of the execution of the report, except as to the
information required by subparagraphs (h), (i), and (j) which shall be given as of the close of business on
the thirty-first (31st) day of December next preceding the date herein provided for the filing of such report.
It shall be executed by the corporation by its president, a vice-president, secretary, an assistant secretary,
or treasurer, and verified by the officer executing the report, or, if the corporation is in the hands of a
receiver or trustee, it shall be executed on behalf of the corporation and certified by such receiver or
trustee.
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C-3-76 Filing of Annual Report of Corporation
Such annual report of a corporation shall be delivered to the Tribal Treasurer, between the first day of
January and the first day of March of each year, except that the first annual report of a corporation shall
be filed between the first day of January and the first day of March preceding the calendar year in which
its certificate of incorporation or its certificate of authority, as the case may be, was issued by the Tribal
Secretary.
If the Tribal Secretary finds that such report conforms to law, he or she shall file the same. If he/she finds
that it does not so conform, he/she shall promptly return the same to the corporation for any necessary
correction, in which event the penalties hereinafter prescribed for failure to file such report within the time
hereinabove provided shall not apply, if such report is corrected to conform to the requirements of this
Chapter and returned to the Tribal Secretary within thirty (30) days from the date on which it was mailed
to the corporation by the Tribal Secretary.
C-3-77 Fees, Franchise Taxes and Charges to be Collected by the Tribal Secretary
The Tribal Secretary shall charge corporations and collect from corporations in accordance with the
provisions of this Chapter:
(a) Fees for filing documents and issuing certificates;
(b) Miscellaneous charges;
(c) License fees; and
(d) Franchise taxes.
C-3-78 Fees for Filing Documents and Issuing Certificates
The Tribal Secretary shall charge and collect for:
(a) Filing articles of incorporation and issuing a certificate of incorporation, $4500.00;
(b) Filing articles of amendment and issuing a certificate of amendment, $1250.00;
(c) Filing restated articles of incorporation, $1250.00;
(d) Filing a statement of change of address of registered office or change of registered agent, or both,
$50.00;
(e) Filing a statement of reduction of stated capital, $1250.00;
(f) Filing a statement of intent to dissolve, $100.00;
(g) Filing a statement of revocation of voluntary dissolution proceedings, $50.00;
(h) Filing articles of dissolution, $50.00.
C-3-79 Miscellaneous Charges
The Tribal Secretary shall charge and collect:
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(a) For furnishing a certified copy of any document, instrument, or paper relating to a corporation, .50
cents per page, and, $5.00 for the certificate and affixing the seal thereto; and
(b) At the time of service of process on him or her as resident agent of a corporation, $25.00 which
amount may be recovered as taxable costs by the party to the suit or action causing such service to be
made if such party prevails in the suit or action.
C-3-80 License Fees Payable by Domestic Corporations
The Tribal Secretary shall charge and collect from each domestic corporation license fees, based on the
number of shares which it will have authority to issue or the increase in the number shares it will have
authority to issue, at the time of:
(a) Filing articles of incorporation;
(b) Filing articles of amendment increasing the number of authorized shares; and
(c) Filing articles of merger or consolidation increasing the number of authorized shares which the
surviving or new corporation, if a domestic corporation, will have the authority to issue above the
aggregate number of shares which the constituent domestic corporations authorized to transact business
on this Territories had authority to issue. The license fees shall be at the rate of ____ cents per share up
to and including the first 10,000 authorized shares; 10,000 shares and ____ cents per share for each
authorized share in excess of 100,000 shares whether the shares are of par value or without par value.
The license fees payable on an increase in the number of authorized shares shall be imposed only on
the increased number of shares, and the number of previously authorized shares shall be taken into
account in determining the rate applicable to the increased number of authorized shares.
C-3-81 Franchise Taxes Payable by Domestic Corporation
The Tribal Secretary shall charge and collect from each domestic corporation an initial franchise tax at the
time of filing its articles of incorporation at the rate of one-twelfth (1/12) of one-half (1/2) of the license fee
payable by such corporation under the provisions of this Chapter at the time of filing its articles of
incorporation, for each calendar month, or fraction thereof, between the date of the issuance of the
certificate of incorporation by the Tribal Secretary and the first day of July of the next succeeding calendar
year.
The Tribal Secretary shall charge and collect from each domestic corporation an annual franchise tax,
payable in advance for the period from July 1st in each year to July 1st in the succeeding year, beginning
July 1st in the calendar year in which such corporation is required to file its first annual report under this
Chapter at the rate of _____ of _____ per cent of the amount represented on this Territories of the stated
capital of the corporation, as disclosed by the latest report filed by the corporation with the Tribal
Secretary.
The amount represented on this Territories of the stated capital of the corporation shall be that proportion
of its stated capital which the sum of the value of its property located on this Territories and the gross
amount of business transacted by it at or from places of business on this Territories bares to the sum of
the value of all of its property, wherever transacted, except as follows:
(a) If the corporation elects in its annual report in any year to pay its annual franchise tax on its entire
stated capital, all franchise taxes accruing against the corporation after the filing of such annual report
shall be assessed accordingly, until the corporation elects otherwise in an annual report for a subsequent
year; and
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(b) If the corporation fails to file its annual report in any year within the time prescribed by this Chapter,
the proportion of its stated capital represented on this Territories shall be deemed to be its entire stated
capital, unless its annual report is thereafter filed and its franchise tax thereafter adjusted by the Tribal
Secretary in accordance with the provisions of this Chapter in which case the proportion shall likewise be
adjusted to the same proportion that would have prevailed if the corporation had filed its annual report
within the time prescribed by this Chapter.
C-3-82 Assessment and Collection of Annual Franchise Taxes
It shall be the duty of the Tribal Secretary to collect all annual franchise taxes and penalties imposed by,
or assessed in accordance with this Chapter.
Between the first day of March and the first day of June of each year, the Tribal Secretary shall assess
against each corporation required to file an annual report in such year, the franchise tax payable by it for
the period from July 1st of such year to July 1st of the succeeding year in accordance with the provisions
of this Chapter. If it has failed to file its annual report within the time prescribed by this Chapter, the
penalty imposed by this Chapter upon such corporation for its failure to do so; and shall mail a written
notice to each corporation against which such tax is assessed, addressed to such corporation at its
registered office on this Territories notifying the corporation:
(a) Of the amount of franchise tax assessed against it for the ensuing year and the amount of penalty,
if any, assessed against it for failure to file its annual report;
(b) That objections, if any, to such assessment will be heard by the officer making the assessment on
or before the fifteenth day of June of such year, upon receipt of a request from the corporation; and
(c) That such tax and penalty shall be payable to the Tribal Secretary on the first day of July next
succeeding the date of the notice. Failure to receive such notice shall not relieve the corporation of its
obligation to pay the tax and penalty assessed, or invalidate the assessment thereof.
The Tribal Secretary shall have power to hear and determine objections to any assessment and, after
hearing, to change and modify and such assessment. In the event of any adjustment of franchise tax with
respect to which a penalty has been assessed for failure to file an annual report, the penalty shall be
adjusted in accordance with the provisions of this Chapter imposing such penalty.
All annual franchise taxes and all penalties for failure to file annual reports shall be due and payable on
the first day of July each year. If the annual franchise tax assessed against any corporation subject to the
provisions of this Chapter together with all penalties assessed thereon, shall not be paid to the Tribal
Secretary on or before the thirty-first day of July of the year in which such tax is due and payable, the
Tribal Secretary may institute an action against such corporation in the name of the Tuscarora Nation of
New York , in any Court of competent jurisdiction, for the recovery of the amount of such franchise taxes
and penalties, together with the cost of suit, and prosecute the same to final judgment.
For the purpose of endorsing collection, all annual franchise taxes assessed in accordance with the
Chapter, and all penalties assessed thereon and all interest and costs that shall accrue in connection with
the collection thereof, shall be a prior and first lien on the real and personal property of the corporation
from and including the first day of July of the year when such franchise taxes become due and payable
until such taxes, penalties and interests and costs have been paid.
C-3-83 Penalties Imposed Upon Corporations
Each corporation that fails or refuses to file its annual report for any year within the time prescribed by this
Chapter shall be subject to a penalty of ten percent (10%) of the amount of the franchise tax assessed
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against it for the period beginning July 1st of the year in which such report should have been filed. Such
penalty shall be assessed by the Tribal Secretary at the time of the assessment of the franchise tax as
originally assessed against such corporation, thereafter adjusted in accordance with the provisions of this
Chapter, the amount of the penalty shall be likewise adjusted to ten percent (10%) of that amount of the
adjusted franchise tax; the amount of the franchise tax and the amount of the penalty shall be separately
stated in any notice to the corporation with respect thereto.
If the franchise tax assessed in accordance with the provisions of this Chapter shall not be paid on or
before the thirty-first day of July, it shall be deemed delinquent, and there shall be added a penalty of one
percent (1%) for each month that the same is delinquent commencing with the month of August.
Each corporation that fails to or refuses to answer truthfully and fully within the time prescribed by this
Chapter interrogatories propounded by the Tribal Secretary in accordance with the provisions of this
Chapter, shall be deemed to be guilty of a misdemeanor and upon conviction thereof may be fined in an
amount not to exceed five hundred dollars ($500.00).
C-3-84 Penalties Imposed Upon Officers and Directors
Each officer and director of a corporation, who fails or refuses within the time prescribed by this Chapter,
to answer truthfully and fully interrogatories propounded to him by the Tribal Secretary in accordance with
the provisions of this Chapter, or who signs any articles, statements, report, application, or other
document filed with the Tribal Secretary which is known to such officer or director to be false in any
material aspect, shall be deemed guilty of a misdemeanor and upon conviction thereof, shall be fined in
any amount not exceeding five hundred dollars ($500.00).
C-3-85 Interrogatories by the Tribal Secretary
The Tribal Secretary may propound to any corporation, domestic or foreign, subject to the provisions of
this Chapter and to any officer or director thereof, such interrogatories as may be reasonably necessary
and proper to enable him to ascertain whether such corporation has complied with all the provisions of
this Chapter applicable to such corporation. Such interrogatories shall be answered within thirty (30) days
after the mailing thereof, or within such additional time as shall be fixed by the Tribal Secretary, and the
answers thereto shall be full and complete and shall be made in writing and under oath. If such
interrogatories be directed to an individual they shall be answered by him, and if directed to a corporation
they shall be answered by the president, vice-president, secretary, or assistant secretary thereof. The
Tribal Secretary need not file any document to which such interrogatories relate until such interrogatories
be answered as herein provided, and then if the answers disclose that such document is not in conformity
with the provisions of this Chapter.
C-3-86 Information Disclosed by Interrogatories
Interrogatories propounded by the Tribal Secretary and the answers thereto shall not be open to public
inspection nor shall the Tribal Secretary disclose any facts or information obtained there from except
insofar as his official duty may require the same to be made public or in the event such interrogatory or
the answers thereto are required for evidence in any criminal proceedings or in any other action by the
Tuscarora Nation of New York.
Appeals from all final orders and judgments entered by the Tribal Court under this section in review of any
ruling or decisions of the Tribal Secretary may be taken as in other civil actions.
C-3-87 Certificates and Certified Copies to be Received in Evidence
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All certificates issued by the Tribal Secretary in accordance with the provisions of this Chapter and all
copies of documents filed in his/her office in accordance with the provisions of this Chapter, when
certified by him or her, shall be taken and received in all Courts, public offices, and official bodies as
prima facie evidence of the facts therein stated. A certificate by the Tribal Secretary under the seal of the
Tuscarora Nation of New York, as to the existence or nonexistence of the facts relating to corporations
shall be taken and received in all courts, public offices and official bodies as prima facie evidence of the
existence or nonexistence of the facts therein stated.
C-3-88 Forms to be Furnished by the Tribal Secretary
All reports required by this Chapter to be filed in the office of the Tribal Secretary shall be made on forms
which shall be prescribed and furnished by the Tribal Secretary. Forms for all other documents to be filed
in the office of the Tribal Secretary shall be furnished by the Tribal Secretary on request therefore, but the
use thereof, unless otherwise specifically prescribed in this Chapter, shall not be mandatory.
C-3-89 Greater Voting Requirements
Whenever, with respect to any action to be taken by the shareholders of a corporation require the vote or
concurrence of a greater proportion of the shares than required by this Chapter, with respect to such
action, the provisions of the articles of incorporation shall control.
C-3-90 Waiver of Notice
Whenever any notice is required to be given to any shareholder or director of a corporation under the
provisions of this Chapter or under the provisions of the articles of incorporation or by-laws of the
corporation, a waiver thereof shall be in writing signed by the person or persons entitled to such notice.
C-3-91 Action by Members or Directors without a Meeting
Any action required by this Chapter to be taken at a meeting of the shareholders of a corporation, or any
action which may be taken at a meeting of the shareholders, may be taken without a meeting, if consent
in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with
respect to the subject matter thereof
Such consent shall have the same effect as a unanimous vote of shareholders, and may be stated as
such in any articles or document filed with the Tribal Secretary under this Chapter.
C-3-92 Effect of Invalidity of Part of this Chapter
If the Tuscarora Nation of New York Tribal Courts shall adjudge to be invalid or unconstitutional any
clause, sentence, paragraph, section, or part of this Chapter, such judgment or decree shall not effect,
impair, invalidate, or nullify the remainder of this Chapter, but the effect thereof shall be confined to the
clause, sentence, paragraph, section, or part of this Chapter so adjudged to be invalid or unconstitutional.
C-3-93 Jurisdiction of Tuscarora Nation of New York Tribal Courts
The Courts of the Tuscarora Nation of New York shall have jurisdiction over any corporation, its
directions, officers or employees, organized under this Chapter for enforcement of this Chapter or for any
matter having to do with the administration, operations or business of the Corporation.
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(Chapter C-3 Adopted 3/21/85, Resolution 1985-141)