§1629b Procedures for considering amendments and resolutions

Summary

Requires the board of a Native Corporation to send certain big changes or resolutions to the shareholders for a vote. These changes include things like amendments that other parts of the law allow, resolutions to set up a Settlement Trust, or to transfer most assets to a Settlement Trust. If the board approves an item, it must send a written notice (and a proxy statement if needed) to each shareholder of record by first-class mail or hand delivery not less than 50 days and not more than 60 days before the meeting. The board can put more than one item on the same meeting agenda. The board may, but does not have to, get a value estimate for certain lands (like cemetery land, some subsistence-used land, or land the board thinks is only speculative). If a meeting is postponed, the board can set a new date up to 45 days later without sending a new notice; if the new date is more than 45 days later, a new notice must be sent 30–45 days before the new date. Shareholders who hold at least 25% of the voting power may petition the board to put certain amendments to a vote. State rules usually control how petition signatures are collected, except federal rules apply if the corporation has securities registered under the Securities Exchange Act. Most amendments or resolutions pass if a majority of the total voting power approves them, unless the articles require a higher level (not more than two-thirds). For creating a Settlement Trust or some stock-authorizing amendments, approval is by a majority of the shares present or by proxy at the meeting (or a higher level of those present if the articles set it, up to two-thirds). "All or substantially all" of assets means two-thirds or more of the corporation’s fair market value. Total voting power counts all outstanding voting shares except any the articles prevent from voting on the matter.