§ 1629c. — Duration of alienability restrictions.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 43USC1629c]
TITLE 43--PUBLIC LANDS
CHAPTER 33--ALASKA NATIVE CLAIMS SETTLEMENT
Sec. 1629c. Duration of alienability restrictions
(a) General rule
Alienability restrictions shall continue until terminated in
accordance with the procedures established by this section. No such
termination shall take effect until after July 16, 1993: Provided,
however, That this prohibition shall not apply to a Native Corporation
whose board of directors approves, no later than March 1, 1992, a
resolution (certified by the corporate secretary of such corporation)
electing to decline the application of such prohibition.
(b) Opt-out procedure
(1)(A) A Native Corporation may amend its articles of incorporation
to terminate alienability restrictions in accordance with this
subsection. Only one amendment to terminate alienability restrictions
shall be considered and voted on prior to December 18, 1991. Rejection
of the amendment shall not preclude consideration prior to December 18,
1991, of subsequent amendments to terminate alienability restrictions.
(B) If an amendment to terminate alienability restrictions is
considered, voted on, and rejected prior to December 18, 1991, then
subsequent amendments to terminate alienability restrictions after
December 18, 1991, shall be considered and voted on--
(i) in the case of an amendment submitted by the board of
directors of the corporation on its own motion, not earlier than
five years after the rejection of the most recently rejected
amendment to terminate restrictions; or
(ii) in the case of an amendment submitted by the board of
directors of the corporation pursuant to a shareholder petition, not
earlier than two years after the rejection of the most recently
rejected amendment to terminate restrictions.
(C) If no amendment to terminate alienability restrictions is
considered and voted on prior to December 18, 1991, then amendments to
terminate alienability restrictions after December 18, 1991, shall be
considered and voted on--
(i) in the case of an amendment submitted by the board of
directors of the corporation on its own motion, not more than once
every five years; or
(ii) in the case of an amendment submitted by the board of
directors of the corporation pursuant to a shareholder petition, not
more than once every two years.
(2) An amendment authorized by paragraph (1) shall specify the time
of termination, either by establishing a date certain or by describing
the specific event upon which alienability restrictions shall terminate.
(3) Dissenters rights may be granted by the corporation in
connection with the rejection of an amendment to terminate alienability
restrictions in accordance with section 1629d of this title. Once
dissenters rights have been so granted, they shall not be granted again
in connection with subsequent amendments to terminate alienability
restrictions.
(c) Recapitalization procedure
(1)(A) On or prior to December 18, 1991, a Native Corporation may
amend its articles of incorporation to implement a recapitalization plan
in accordance with this subsection. Rejection of an amendment or
amendments to implement a recapitalization plan shall not preclude
consideration prior to December 18, 1991, of a subsequent amendment or
amendments to implement such a plan. Subsequent amendment or amendments
shall be considered and voted on not earlier than one year after the
date on which the most recent previous recapitalization plan was
rejected. No recapitalization plan shall provide for the termination of
alienability restrictions prior to December 18, 1991.
(B) An amendment or amendments submitted pursuant to subparagraph
(A) (and any subsequent amendment submitted pursuant to subparagraph
(C)) may provide for the maintenance or extension of alienability
restrictions for--
(i) an indefinite period of time;
(ii) a specified period of time not to exceed fifty years; or
(iii) a period of time that shall end upon the occurrence of a
specified event.
(C) If an amendment or amendments approved pursuant to subparagraph
(A) or this subparagraph maintains or extends alienability restrictions
for a specified period of time, termination of the restrictions at the
close of such period may be postponed if a further amendment to the
articles of incorporation of the corporation is approved to extend the
restrictions. There shall be no limit on the number of such amendments
that can be approved. Such amendments shall not be effective to extend
the restrictions unless approved prior to the expiration of the period
of maintenance or extension then in force.
(D) The board of directors may ask the shareholders to approve en
bloc pursuant to a single vote a series of amendments (including an
amendment to authorize the issuance of stock pursuant to section 1606(g)
of this title) to implement a recapitalization plan that includes a
provision maintaining alienability restrictions.
(2)(A) If an amendment to the articles of incorporation of a Native
Corporation maintaining or extending alienability restrictions for a
specified period of time is approved pursuant to paragraph (1), the
restrictions shall automatically terminate at the end of such period
unless the restrictions are extended in accordance with the provisions
of paragraph (1)(C).
(B)(i) A Native Corporation that approves an amendment to its
articles of incorporation pursuant to paragraph (1)(B) to maintain or
extend alienability restrictions for an indefinite period may later
amend its articles to terminate such restrictions. Such amendment shall
specify the time of termination, either by establishing a date certain
or by describing the specific event upon which the restrictions shall
terminate.
(ii) Rejection of an amendment described in clause (i) by the
shareholders shall not preclude consideration of subsequent amendments
to terminate alienability restrictions.
(3) If a recapitalization plan approved pursuant to paragraph (1)
distributes voting alienable common stock to each holder of shares of
Settlement Common Stock (issued pursuant to section 1606(g)(1)(A) of
this title) that carries aggregate dividend and liquidation rights
equivalent to those carried by such shares of Settlement Common Stock
(except for rights to distributions made pursuant to sections 1606(j)
and 1606(m) of this title) upon completion of the recapitalization plan,
then such holder shall have no right under section 1629d of this title
and any other provision of law to further compensation from the
corporation with respect to action taken pursuant to this subsection.
(d) Opt-in procedure
(1)(A) Subsection (b) of this section shall not apply to a Native
Corporation whose board of directors approves, no later than one year
after February 3, 1988, a resolution electing the application of this
subsection and such resolution is not validly rescinded pursuant to
paragraph (2)(B)(ii).
(B) This subsection shall not apply to Village Corporations, Urban
Corporations, and Group Corporations located outside of the Bristol Bay
and Aleut regions.
(2)(A) Alienability restrictions imposed on Settlement Common Stock
issued by a Native Corporation electing application of this subsection
shall terminate on December 18, 1991, unless extended in accordance with
the provisions of this subsection.
(B)(i) The board of directors of a Native Corporation electing
application of this subsection shall, at least once prior to January 1,
1991, approve, and submit to a vote of the shareholders, an amendment to
the articles of incorporation of the corporation to extend alienability
restrictions. If the amendment is not approved by the shareholders, the
board of directors may submit another such amendment to the shareholders
once or more a year until December 18, 1991.
(ii) In lieu of approving the amendment to the articles of
incorporation described in clause (i) and submitting such amendment to a
vote of the shareholders, at any time prior to January 1, 1991, the
board of directors of a Native Corporation that has approved a
resolution described in paragraph (1)(A) may approve a new resolution
rescinding that prior resolution. Upon approval of the new resolution
rescinding a resolution described in paragraph (1)(A), the latter
resolution shall be void and alienability restrictions on the Settlement
Common Stock of such corporation shall continue subsequent to December
18, 1991, until such time as the alienability restrictions are
terminated pursuant to the procedure described in subsection (b) of this
section.
(iii) Notwithstanding any other provision of law, a civil action
that challenges the constitutionality of any provision in clause (ii)
shall be barred unless it is filed within one year after the date of the
vote of the board of directors approving a resolution to rescind a prior
opt-in election under paragraph (1)(A). Any such civil action shall be
filed in accordance with section 16(b) of the Alaska Native Claims
Settlement Act Amendments of 1987 (101 Stat. 1813-1814).
(C) An amendment submitted pursuant to subparagraph (B) and any
amendment submitted pursuant to subparagraph (D) may provide for an
extension of alienability restrictions for--
(i) an indefinite period of time, or
(ii) a specified period of time of not less than one year and
not more than fifty years.
(D) If an amendment approved by the shareholders of a Native
Corporation pursuant to subparagraph (B) or this subparagraph extends
alienability restrictions for a specified period of time, termination of
the restrictions at the close of such period may be postponed if a
further amendment to the articles of incorporation of the corporation is
approved to extend the restrictions. There shall be no limit on the
number of such amendments that can be approved. Such amendments shall
not be effective to extend the restrictions unless approved prior to the
expiration of the period of extension then in force.
(3)(A) If an amendment to the articles of incorporation of a Native
Corporation extending alienability restrictions for a specified period
of time is approved pursuant to paragraph (2), the restrictions shall
automatically terminate at the end of such period unless the
restrictions are extended in accordance with the provisions of paragraph
(2)(D).
(B) If the board of directors of a Native Corporation electing
application of this subsection does not submit for a shareholder vote an
amendment to the articles of incorporation of the corporation in
accordance with paragraph (2)(B), or if the amendment submitted does not
comply with paragraph (2)(C), alienability restrictions shall not
terminate and shall instead remain in effect until such time as a court
of competent jurisdiction, upon petition of one or more shareholders of
the corporation, orders that a shareholder vote be taken on an amendment
which complies with paragraph (2)(C) and such vote is conducted.
Following the vote, the status of alienability restrictions shall be
determined in accordance with the other provisions of this subsection
and the amendment, if approved.
(4)(A) A Native Corporation that approves an amendment to its
articles of incorporation pursuant to paragraph (2) to extend
alienability restrictions for an indefinite period of time may later
amend its articles of incorporation to terminate the restrictions. Such
amendment shall specify the time of termination, either by establishing
a date certain or by describing the specific event upon which the
restrictions shall terminate.
(B) The rejection of an amendment described in subparagraph (A) by
the shareholders shall not preclude consideration of subsequent
amendments to terminate alienability restrictions.
(5)(A) If a Native Corporation amends its articles of incorporation
pursuant to paragraph (2) to extend alienability restrictions, a
shareholder who--
(i) voted against such amendment, and
(ii) desires to relinquish his or her Settlement Common Stock in
exchange for the stock or payment authorized by the board of
directors pursuant to subparagraph (B),
shall notify the Corporation within ninety days of the date of the vote
of the shareholders on the amendment of his or her desire.
(B) Within one hundred and twenty days after the date of the vote
described in subparagraph (A), the board of directors shall approve a
resolution to provide that each shareholder who has notified the
corporation pursuant to subparagraph (A) shall receive either--
(i) alienable common stock in exchange for his or her Settlement
Common Stock pursuant to paragraph (6), or
(ii) an opportunity to request payment for his or her Settlement
Common Stock pursuant to section 1629d(a)(1)(B) of this title.
(C) This paragraph shall apply only to the first extension of
alienability restrictions approved by the shareholders. No dissenters
rights of any sort shall be permitted in connection with subsequent
extensions of such restrictions.
(6)(A) If the board of directors of a Native Corporation approves a
resolution providing for the issuance of alienable common stock pursuant
to paragraph (5)(B), then on December 18, 1991, or sixty days after the
approval of the resolution, whichever later occurs, the Settlement
Common Stock of each shareholder who has notified the corporation
pursuant to paragraph (5)(A) shall be deemed canceled, and shares of
alienable common stock of the appropriate class shall be issued to such
shareholder, share for share, subject only to subparagraph (B) and to
such restrictions consistent with this chapter as may be provided by the
articles of incorporation of the corporation or in agreements between
the corporation and individual shareholders.
(B)(i) Alienable common stock issued in exchange for Settlement
Common Stock issued subject to the restriction authorized by section
1606(g)(1)(B)(iii) of this title shall bear a legend indicating that the
stock will eventually be canceled in accordance with the requirements of
that section.
(ii) Alienable common stock issued in exchange for a class of
Settlement Common Stock carrying greater per share voting power than
Settlement Common Stock issued pursuant to subsections (g)(1)(A) and
(g)(1)(B) of this section shall carry such voting power and be subject
to such other terms as may be provided in the amendment to the articles
of incorporation authorizing the issuance of such class of Settlement
Common Stock.
(iii) In the resolution authorized by paragraph (5)(B), the board of
directors shall provide that each share of Settlement Common Stock
carrying the right to share in distributions made to shareholders
pursuant to subsections (j) and (m) of section 1606 of this title shall
be exchanged either for--
(I) a share of alienable common stock carrying such right, or
(II) a share of alienable common stock that does not carry such
right together with a separate, non-voting security that represents
only such right.
(iv) In the resolution authorized by paragraph (5)(B), the board of
directors may impose upon the alienable common stock to be issued in
exchange for Settlement Common Stock one or more of the following--
(I) a restriction granting the corporation, or the corporation
and members of the shareholder's immediate family who are Natives or
descendants of Natives the first right to purchase, on reasonable
terms, the alienable common stock of the shareholder prior to the
sale or transfer of such stock (other than a transfer by will or
intestate succession) to any other party, including a transfer in
satisfaction of a lien, writ of attachment, judgment execution,
pledge, or other encumbrance; or
(II) any other term, restriction, limitation, or other provision
permitted under the laws of the State.
(C) The articles of incorporation of the Native Corporation shall be
deemed amended to implement the provisions of the resolution authorized
by paragraph (5)(B).
(D) Alienable common stock issued pursuant to this subparagraph
shall not be subjected to a lien or judgment execution based upon any
asserted or unasserted legal obligation of the original recipient
arising prior to the issuance of such stock.
(7)(A) No share of alienable common stock issued pursuant to
paragraph (6) shall carry voting rights if it is owned, legally or
beneficially, by a person not a Native or a descendant of a Native.
(B)(i) A purchaser or other transferee of shares of alienable common
stock shall, as a condition of the obligation of the issuing Native
Corporation to transfer such shares on the books of the corporation,
deliver to the corporation or transfer agent, as the case may be, a
statement on a form prescribed by the corporation identifying the number
of such shares to be transferred to such transferee and certifying--
(I) that such transferee is or is not a Native or a descendant
of a Native;
(II) that such transferee, if not a Native or a descendant of a
Native, understands that shares of such alienable common stock shall
not carry voting rights so long as such shares are held by the
transferee or any subsequent transferee not a Native or a descendant
of a Native;
(III) that such transferee, if a purchaser, understands that
such acquisition may be subject to section 78m(d) of title 15 and
the regulations of the Securities and Exchange Commission
promulgated thereunder; and
(IV) whether such transferee will be the sole beneficial owner
of such shares (if not, the transferee must certify as to the
identities of all beneficial owners of such shares and whether such
owners are Natives or descendants of Natives).
(ii) The statement required by clause (i) shall be prima facie
evidence of the matters certified therein and may be relied upon by the
corporation in effecting a transfer on its books.
(iii) For purposes of this subparagraph, a beneficial owner of a
security includes any person (including a corporation, partnership,
trust, association, or other entity) who, directly or indirectly,
through any contract, arrangement, understanding, relationship, or
otherwise has or shares--
(I) voting power, which includes the power to vote, or to direct
the voting of, such security; or
(II) investment power, which includes the power to dispose of,
or to direct the disposition of, such security.
(iv) Any person who, directly or indirectly, creates or uses a
trust, proxy, power of attorney, pooling arrangement, or any other
contract, arrangement, or device with the purpose or effect of divesting
such person of beneficial ownership of a security or preventing the
vesting of such beneficial ownership as part of a plan or scheme to
evade the requirements imposed by this section or section 78m(d) of
title 15 shall be deemed for purposes of such sections to be the
beneficial owner of such security.
(C) The statement required by subparagraph (B) shall be verified by
the transferee before a notary public or other official authorized to
administer oaths in accordance with the laws of the jurisdiction of the
transferee or in which the transfer is made.
(Pub. L. 92-203, Sec. 37, as added Pub. L. 100-241, Sec. 8, Feb. 3,
1988, 101 Stat. 1797; amended Pub. L. 101-378, title III, Sec. 301, Aug.
17, 1990, 104 Stat. 471; Pub. L. 102-201, title III, Sec. 301, Dec. 10,
1991, 105 Stat. 1633.)
References in Text
Section 16(b) of the Alaska Native Claims Settlement Act Amendments
of 1987, referred to in subsec. (d)(2)(B)(iii), is section 16(b) of Pub.
L. 100-241, which is set out as a note under section 1601 of this title.
Amendments
1991--Subsec. (a). Pub. L. 102-201 substituted ``July 16, 1993:
Provided, however, That this prohibition shall not apply to a Native
Corporation whose board of directors approves, no later than March 1,
1992, a resolution (certified by the corporate secretary of such
corporation) electing to decline the application of such prohibition''
for ``December 18, 1991''.
1990--Subsec. (d)(1)(A). Pub. L. 101-378, Sec. 301(1), inserted
before period at end ``and such resolution is not validly rescinded
pursuant to paragraph (2)(B)(ii)''.
Subsec. (d)(2)(B). Pub. L. 101-378, Sec. 301(2), (3), designated
existing provisions as cl. (i) and added cls. (ii) and (iii).
Section Referred to in Other Sections
This section is referred to in sections 1606, 1620, 1629b, 1629d of
this title; title 15 section 78m.
