§ 1629b. — Procedures for considering amendments and resolutions.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 43USC1629b]
TITLE 43--PUBLIC LANDS
CHAPTER 33--ALASKA NATIVE CLAIMS SETTLEMENT
Sec. 1629b. Procedures for considering amendments and
resolutions
(a) Coverage
Notwithstanding any provision of the articles of incorporation and
bylaws of a Native Corporation or of the laws of the State, except those
related to proxy statements and solicitations that are not inconsistent
with this section--
(1) an amendment to the articles of incorporation of a Native
Corporation authorized by subsections (g) and (h) of section 1606 of
this title, subsection (d)(1)(B) of this section, or section 1629c
of this title;
(2) a resolution authorized by section 1629d(a)(2) of this
title;
(3) a resolution to establish a Settlement Trust; or
(4) a resolution to convey all or substantially all of the
assets of a Native Corporation to a Settlement Trust pursuant to
section 1629e(a)(1) of this title;
shall be considered in accordance with the provisions of this section.
(b) Basic procedure
(1) An amendment or resolution described in subsection (a) of this
section may be approved by the board of directors of a Native
Corporation in accordance with its bylaws. If the board approves the
amendment or resolution, it shall direct that the amendment or
resolution be submitted to a vote of the shareholders at the next annual
meeting or at a special meeting (if the board, at its discretion,
schedules such special meeting). One or more such amendments or
resolutions may be submitted to the shareholders and voted upon at one
meeting.
(2)(A) A written notice (including a proxy statement if required
under applicable law), setting forth the amendment or resolution
approved pursuant to paragraph (1) (and, at the discretion of the board,
a summary of the changes to be effected) together with any amendment or
resolution submitted pursuant to subsection (c) of this section and the
statements described therein shall be sent, not less than fifty days nor
more than sixty days prior to the meeting of the shareholders, by first-
class mail or hand-delivered to each shareholder of record entitled to
vote at his or her address as it appears in the records of the Native
Corporation. The corporation may also communicate with its shareholders
at any time and in any manner authorized by the laws of the State.
(B) The board of directors may, but shall not be required to,
appraise or otherwise determine the value of--
(i) land conveyed to the corporation pursuant to section
1613(h)(1) of this title or any other land used as a cemetery;
(ii) the surface estate of land that is both--
(I) exempt from real estate taxation pursuant to section
1636(d)(1)(A) of this title; and
(II) used by the shareholders of the corporation for
subsistence uses (as defined in section 3113 of title 16); or
(iii) land or interest in land which the board of directors
believes to be only of speculative value;
in connection with any communication made to the shareholders pursuant
to this subsection.
(C) If the board of directors determines, for quorum purposes or
otherwise, that a previously-noticed meeting must be postponed or
adjourned, it may, by giving notice to the shareholders, set a new date
for such meeting not more than forty-five days later than the original
date without sending the shareholders a new written notice (or a new
summary of changes to be effected). If the new date is more than forty-
five days later than the original date, however, a new written notice
(and a new summary of changes to be effected if such a summary was
originally sent pursuant to subparagraph (A)), shall be sent or
delivered to shareholders not less than thirty days nor more than forty-
five days prior to the new date.
(c) Shareholder petitions
(1)(A) With respect to an amendment authorized by section
1606(g)(1)(B) of this title or section 1629c(b) of this title or an
amendment authorizing the issuance of stock subject to the restrictions
provided by section 1606(g)(2)(B)(iii) of this title, the holders of
shares representing at least 25 per centum of the total voting power of
a Native Corporation may petition the board of directors to submit such
amendment to a vote of the shareholders in accordance with the
provisions of this section.
(B) The requirements of the laws of the State relating to the
solicitation of proxies shall govern solicitation of signatures for a
petition described in subparagraph (A) except that the requirements of
Federal law shall govern the solicitation of signatures for a petition
that is to be submitted to a Native Corporation which at the time of
such submission has issued a class of equity securities registered
pursuant to the Securities Exchange Act of 1934 [15 U.S.C. 78a et seq.].
If a petition meets the applicable solicitation requirements and--
(i) the board agrees with such petition, the board shall submit
the amendment and either the proponents' statement or its own
statement in support of the amendment to the shareholders for a
vote, or
(ii) the board disagrees with the petition for any reason, the
board shall submit the amendment and the proponents' statement to
the shareholders for a vote and may, at its discretion, submit an
opposing statement or an alternative amendment.
(2) Paragraph (1) shall not apply to a Native Corporation that on or
before the date one year after February 3, 1988, elects application of
section 1629c(d) of this title in lieu of section 1629c(b) of this
title. Until December 18, 1991, paragraph (1) shall not apply to a
Native Corporation that elects application of section 1629c(c) of this
title in lieu of section 1629c(b) of this title. Insofar as they are not
inconsistent with this section, the laws of the State shall govern any
shareholder right of petition for Native Corporations.
(d) Voting standards
(1) An amendment or resolution described in subsection (a) of this
section shall be considered to be approved by the shareholders of a
Native Corporation if it receives the affirmative vote of shares
representing--
(A) a majority of the total voting power of the corporation, or
(B) a level of the total voting power of the corporation greater
than a majority (but not greater than two-thirds of the total voting
power of the corporation) if the corporation establishes such a
level by an amendment to its articles of incorporation.
(2) A Native Corporation in amending its articles of incorporation
pursuant to section 1606(g)(2) of this title to authorize the issuance
of a new class or series of stock may provide that a majority (or more
than a majority) of the shares of such class or series must vote in
favor of an amendment or resolution described in subsection (a) of this
section (other than an amendment authorized by section 1629c of this
title) in order for such amendment or resolution to be approved.
(e) Voting power
For the purposes of this section, the determination of total voting
power of a Native Corporation shall include all outstanding shares of
stock that carry voting rights except shares that are not permitted to
vote on the amendment or resolution in question because of restrictions
in the articles of incorporation of the corporation.
(Pub. L. 92-203, Sec. 36, as added Pub. L. 100-241, Sec. 7, Feb. 3,
1988, 101 Stat. 1795.)
References in Text
The Securities Exchange Act of 1934, referred to in subsec.
(c)(1)(B), is act June 6, 1934, ch. 404, 48 Stat. 881, as amended, which
is classified principally to chapter 2B (Sec. 78a et seq.) of Title 15,
Commerce and Trade. For complete classification of this Act to the Code,
see section 78a of Title 15 and Tables.
Section Referred to in Other Sections
This section is referred to in sections 1606, 1629e of this title.
