§1629d Dissenters Rights

Summary

Shareholders of a Native Corporation can demand that the corporation buy all their Settlement Common Stock in two situations. If shareholders vote down an amendment to end transfer restrictions and you voted for ending them, you may demand payment — but only if the shareholders also approved at the same vote a plan to buy out dissenters. If shareholders vote to keep transfer restrictions and do not issue transferable stock, and you voted against keeping the restrictions, you may demand payment and the corporation must honor it. State law rules about how a dissenting shareholder demands and gets payment apply unless this law says otherwise. The board can give shareholders more time than state law allows. Before the vote, the board may set conditions for a buyout: the stock can be valued as restricted, certain types of land or speculative land can be discounted, and payments can be made by a negotiable note secured by an insurance bond, escrow of assets worth at least 125 percent of the note, or a lien on property valued at 125 percent (with specific kinds of land and certain timber/subsurface interests excluded). A note must pay interest semiannually from the vote date at the U.S. one-year obligation rate and must be paid in full no later than five years after the vote. Any cash or note payment will be reduced by dividends paid after the vote, and once paid the shareholder no longer has any interest in the shares or the corporation.