View all text of Chapter 33 [§ 1601 - § 1629h]
§ 1606. Regional Corporations
(a) Division of Alaska into twelve geographic regions; common heritage and common interest of region; area of region commensurate with operations of Native association; boundary disputes, arbitrationFor purposes of this chapter, the State of Alaska shall be divided by the Secretary within one year after December 18, 1971, into twelve geographic regions, with each region composed as far as practicable of Natives having a common heritage and sharing common interests. In the absence of good cause shown to the contrary, such regions shall approximate the areas covered by the operations of the following existing Native associations:
(1) Arctic Slope Native Association (Barrow, Point Hope);
(2) Bering Straits Association (Seward Peninsula, Unalakleet, Saint Lawrence Island);
(3) Northwest Alaska Native Association (Kotzebue);
(4) Association of Village Council Presidents (southwest coast, all villages in the Bethel area, including all villages on the Lower Yukon River and the Lower Kuskokwim River);
(5) Tanana Chiefs’ Conference (Koyukuk, Middle and Upper Yukon Rivers, Upper Kuskokwim, Tanana River);
(6) Cook Inlet Association (Kenai, Tyonek, Eklutna, Iliamna);
(7) Bristol Bay Native Association (Dillingham, Upper Alaska Peninsula);
(8) Aleut League (Aleutian Islands, Pribilof Islands and that part of the Alaska Peninsula which is in the Aleut League);
(9) Chugach Native Association (Cordova, Tatitlek, Port Graham, English Bay, Valdez, and Seward);
(10) Tlingit-Haida Central Council (southeastern Alaska, including Metlakatla);
(11) Kodiak Area Native Association (all villages on and around Kodiak Island); and
(12) Copper River Native Association (Copper Center, Glennallen, Chitina, Mentasta).
Any dispute over the boundaries of a region or regions shall be resolved by a board of arbitrators consisting of one person selected by each of the Native associations involved, and an additional one or two persons, whichever is needed to make an odd number of arbitrators, such additional person or persons to be selected by the arbitrators selected by the Native associations involved.
(b) Region mergers; limitation
(c) Establishment of thirteenth region for nonresident Natives; majority vote; Regional Corporation for thirteenth region
(d) Incorporation; business for profit; eligibility for benefits; provisions in articles for carrying out chapter
(e) Original articles and bylaws: approval by Secretary prior to filing, submission for approval; amendments to articles: approval by Secretary; withholding approval in event of creation of inequities among Native individuals or groups
(f) Board of directors; management; stockholders; provisions in articles or bylaws for number, term, and method of election
(g) Issuance of stock
(1) Settlement Common Stock
(A) The Regional Corporation shall be authorized to issue such number of shares of Settlement Common Stock (divided into such classes as may be specified in the articles of incorporation to reflect the provisions of this chapter) as may be needed to issue one hundred shares of stock to each Native enrolled in the region pursuant to section 1604 of this title.
(B)
(i) A Regional Corporation may amend its articles of incorporation to authorize the issuance of additional shares of Settlement Common Stock to—(I) Natives born after December 18, 1971, and, at the further option of the Corporation, descendants of Natives born after December 18, 1971,(II) Natives who were eligible for enrollment pursuant to (III) Natives who have attained the age of 65,
for no consideration or for such consideration and upon such terms and conditions as may be specified in such amendment or in a resolution approved by the board of directors pursuant to authority expressly vested in the board by the amendment. The amendment to the articles of incorporation may specify which class of Settlement Common Stock shall be issued to the various groups of Natives.
(ii) Not more than one hundred shares of Settlement Common Stock shall be issued to any one individual pursuant to clause (i).
(iii)Conditions on certain stock.—(I)In general.—An amendment under clause (i) may provide that Settlement Common Stock issued to a Native pursuant to the amendment (or stock issued in exchange for that Settlement Common Stock pursuant to subsection (h)(3) or section 1626(c)(3)(D) of this title) shall be subject to 1 or more of the conditions described in subclause (II).(II)Conditions.—A condition referred to in subclause (I) is a condition that—(aa) the stock described in that subclause shall be deemed to be canceled on the death of the Native to whom the stock is issued, and no compensation for the cancellation shall be paid to the estate of the deceased Native or any person holding the stock;(bb) the stock shall carry limited or no voting rights; and(cc) the stock shall not be transferred by gift under subsection (h)(1)(C)(iii).
(iv) Settlement Common Stock issued pursuant to clause (i) shall not carry rights to share in distributions made to shareholders pursuant to subsections (j) and (m) unless, prior to the issuance of such stock, a majority of the class of existing holders of Settlement Common Stock carrying such rights separately approve the granting of such rights. The articles of incorporation of the Regional Corporation shall be deemed to be amended to authorize such class vote.
(C)
(i) A Regional Corporation may amend its articles of incorporation to authorize the issuance of additional shares of Settlement Common Stock as a dividend or other distribution (without regard to surplus of the corporation under the laws of the State) upon each outstanding share of Settlement Common Stock issued pursuant to subparagraphs (A) and (B).
(ii) The amendment authorized by clause (i) may provide that shares of Settlement Common Stock issued as a dividend or other distribution shall constitute a separate class of stock with greater per share voting power than Settlement Common Stock issued pursuant to subparagraphs (A) and (B).
(2) Other forms of stock
(A) A Regional Corporation may amend its articles of incorporation to authorize the issuance of shares of stock other than Settlement Common Stock in accordance with the provisions of this paragraph. Such amendment may provide that—
(i) preemptive rights of shareholders under the laws of the State shall not apply to the issuance of such shares, or
(ii) issuance of such shares shall permanently preclude the corporation from—(I) conveying assets to a Settlement Trust, or(II) issuing shares of stock without adequate consideration as required under the laws of the State.
(B) The amendment authorized by subparagraph (A) may provide that the stock to be issued shall be one or more of the following—
(i) divided into classes and series within classes, with preferences, limitations, and relative rights, including, without limitation—(I) dividend rights,(II) voting rights, and(III) liquidation preferences;
(ii) made subject to one or more of—(I) the restrictions on alienation described in clauses (i), (ii), and (iv) of subsection (h)(1)(B), and(II) the restriction described in paragraph (1)(B)(iii); and
(iii) restricted in issuance to—(I) Natives who have attained the age of sixty-five;(II) other identifiable groups of Natives or identifiable groups of descendants of Natives defined in terms of general applicability and not in any way by reference to place of residence or family;(III) Settlement Trusts; or(IV) entities established for the sole benefit of Natives or descendants of Natives, in which the classes of beneficiaries are defined in terms of general applicability and not in any way by reference to place of residence, family, or position as an officer, director, or employee of a Native Corporation.
(C) The amendment authorized by subparagraph (A) shall provide that the additional shares of stock shall be issued—
(i) as a dividend or other distribution (without regard to surplus of the corporation under the laws of the State) upon all outstanding shares of stock of any class or series, or
(ii) for such consideration as may be permitted by law (except that this requirement may be waived with respect to issuance of stock to the individuals or entities described in subparagraph (B)(iii)).
(D) During any period in which alienability restrictions are in effect, no stock whose issuance is authorized by subparagraph (A) shall be—
(i) issued to, or for the benefit of, a group of individuals composed only or principally of employees, officers, and directors of the corporation; or
(ii) issued more than thirteen months after the date on which the vote of the shareholders on the amendment authorizing the issuance of such stock occurred if, as a result of the issuance, the outstanding shares of Settlement Common Stock will represent less than a majority of the total voting power of the corporation for the purpose of electing directors.
(3) Disclosure requirements
(A) An amendment to the articles of incorporation of a Regional Corporation authorized by paragraph (2) shall specify—
(i) the maximum number of shares of any class or series of stock that may be issued, and
(ii) the maximum number of votes that may be held by such shares.
(B)
(i) If the board of directors of a Regional Corporation intends to propose an amendment pursuant to paragraph (2) which would authorize the issuance of classes or series of stock that, singly or in combination, could cause the outstanding shares of Settlement Common Stock to represent less than a majority of the total voting power of the corporation for the purposes of electing directors, the shareholders of such corporation shall be expressly so informed.
(ii) Such information shall be transmitted to the shareholders in a separate disclosure statement or in another informational document in writing or in recorded sound form both in English and any Native language used by a shareholder of such corporation. Such statement or informational document shall be transmitted to the shareholders at least sixty days prior to the date on which such proposal is to be submitted for a vote.
(iii) If not later than thirty days after issuance of such disclosure statement or informational document the board of directors receives a prepared concise statement setting forth arguments in opposition to the proposed amendment together with a request for distribution thereof signed by the holders of at least 10 per centum of the outstanding shares of Settlement Common Stock, the board shall either distribute such statement to the shareholders or provide to the requesting shareholders a list of all shareholder’s names and addresses so that the requesting shareholders may distribute such statement.
(4) Savings
(A)
(i) No shares of stock issued pursuant to paragraphs (1)(C) and (2) shall carry rights to share in distributions made to shareholders pursuant to subsections (j) and (m). No shares of stock issued pursuant to paragraph (1)(B) shall carry such rights unless authorized pursuant to paragraph (1)(B)(iv).
(ii) Notwithstanding the issuance of additional shares of stock pursuant to paragraphs 1
1 So in original. Probably should be “paragraph”.
(1)(B), (1)(C), or (2), a Regional Corporation shall apply the ratio last computed pursuant to subsection (m) prior to February 3, 1988, for purposes of distributing funds pursuant to subsections (j) and (m).(B) The issuance of additional shares of stock pursuant to paragraphs 1 (1)(B), (1)(C), or (2) shall not affect the division and distribution of revenues pursuant to subsection (i).
(C) No provision of this chapter shall limit the right of a Regional Corporation to take an action authorized by the laws of the State unless such action is inconsistent with the provisions of this chapter.
(h) Settlement Common Stock
(1) Rights and restrictions
(A) Except as otherwise expressly provided in this chapter, Settlement Common Stock of a Regional Corporation shall—
(i) carry a right to vote in elections for the board of directors and on such other questions as properly may be presented to shareholders;
(ii) permit the holder to receive dividends or other distributions from the corporation; and
(iii) vest in the holder all rights of a shareholder in a business corporation organized under the laws of the State.
(B) Except as otherwise provided in this subsection, Settlement Common Stock, inchoate rights thereto, and rights to dividends or distributions declared with respect thereto shall not be—
(i) sold;
(ii) pledged;
(iii) subjected to a lien or judgment execution;
(iv) assigned in present or future;
(v) treated as an asset under—(I) title 11 or any successor statute,(II) any other insolvency or moratorium law, or(III) other laws generally affecting creditors’ rights; or
(vi) otherwise alienated.
(C) Notwithstanding the restrictions set forth in subparagraph (B), Settlement Common Stock may be transferred to a Native or a descendant of a Native—
(i) pursuant to a court decree of separation, divorce, or child support;
(ii) by a holder who is a member of a professional organization, association, or board that limits his or her ability to practice his or her profession because he or she holds Settlement Common Stock; or
(iii) as an inter vivos gift from a holder to his or her child, grandchild, great-grandchild, niece, nephew, or (if the holder has reached the age of majority as defined by the laws of the State of Alaska) brother or sister, notwithstanding an adoption, relinquishment, or termination of parental rights that may have altered or severed the legal relationship between the gift donor and recipient.
(2) Inheritance of Settlement Common Stock
(A) Upon the death of a holder of Settlement Common Stock, ownership of such stock (unless canceled in accordance with subsection (g)(1)(B)(iii)) shall be transferred in accordance with the lawful will of such holder or pursuant to applicable laws of intestate succession. If the holder fails to dispose of his or her stock by will and has no heirs under applicable laws of intestate succession, the stock shall escheat to the issuing Regional Corporation and be canceled.
(B) The issuing Regional Corporation shall have the right to purchase at fair value Settlement Common Stock transferred pursuant to applicable laws of intestate succession to a person not a Native or a descendant of a Native after February 3, 1988, if—
(i) the corporation—(I) amends its articles of incorporation to authorize such purchases, and(II) gives the person receiving such stock written notice of its intent to purchase within ninety days after the date that the corporation either determines the decedent’s heirs in accordance with the laws of the State or receives notice that such heirs have been determined, whichever later occurs; and
(ii) the person receiving such stock fails to transfer the stock pursuant to paragraph (1)(C)(iii) within sixty days after receiving such written notice.
(C) Settlement Common Stock of a Regional Corporation—
(i) transferred by will or pursuant to applicable laws of intestate succession after February 3, 1988, or
(ii) transferred by any means prior to February 3, 1988,
to a person not a Native or a descendant of a Native shall not carry voting rights. If at a later date such stock is lawfully transferred to a Native or a descendant of a Native, voting rights shall be automatically restored.
(3) Replacement Common Stock
(A) On the date on which alienability restrictions terminate in accordance with the provisions of section 1629c of this title, all Settlement Common Stock previously issued by a Regional Corporation shall be deemed canceled, and shares of Replacement Common Stock of the appropriate class shall be issued to each 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) Replacement Common Stock issued in exchange for Settlement Common Stock issued subject to the restriction authorized by subsection (g)(1)(B)(iii) shall bear a legend indicating that the stock will eventually be canceled in accordance with the requirements of that subsection.
(ii) Prior to the termination of alienability restrictions, the board of directors of the corporation shall approve a resolution to provide that each share of Settlement Common Stock carrying the right to share in distributions made to shareholders pursuant to subsections (j) and (m) shall be exchanged either for—(I) a share of Replacement Common Stock that carries such right, or(II) a share of Replacement Common Stock that does not carry such right together with a separate, non-voting security that represents only such right.
(iii) Replacement 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) 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.
(C) The articles of incorporation of the Regional Corporation shall be deemed amended to authorize the issuance of Replacement Common Stock and the security described in subparagraph (B)(ii)(II).
(D) Prior to the date on which alienability restrictions terminate, a Regional Corporation may amend its articles of incorporation to impose upon Replacement Common Stock one or more of the following—
(i) a restriction denying voting rights to any holder of Replacement Common Stock who is not a Native or a descendant of a Native;
(ii) a restriction granting the Regional Corporation, or the Regional 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 Replacement 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; and
(iii) any other term, restriction, limitation, or provision authorized by the laws of the State.
(E) Replacement Common Stock 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.
(4) Purchase of settlement common stock of Cook Inlet Region
(A) As used in this paragraph, the term “Cook Inlet Regional Corporation” means Cook Inlet Region, Incorporated.
(B) The Cook Inlet Regional Corporation may, by an amendment to its articles of incorporation made in accordance with the voting standards under section 1629b(d)(1) of this title, purchase Settlement Common Stock of the Cook Inlet Regional Corporation and all rights associated with the stock from the shareholders of Cook Inlet Regional Corporation in accordance with any provisions included in the amendment that relate to the terms, procedures, number of offers to purchase, and timing of offers to purchase.
(C) Subject to subparagraph (D), and notwithstanding paragraph (1)(B), the shareholders of Cook Inlet Regional Corporation may, in accordance with an amendment made pursuant to subparagraph (B), sell the Settlement Common Stock of the Cook Inlet Regional Corporation to itself.
(D) No sale or purchase may be made pursuant to this paragraph without the prior approval of the board of directors of Cook Inlet Regional Corporation. Except as provided in subparagraph (E), each sale and purchase made under this paragraph shall be made pursuant to an offer made on the same terms to all holders of Settlement Common Stock of the Cook Inlet Regional Corporation.
(E) To recognize the different rights that accrue to any class or series of shares of Settlement Common Stock owned by stockholders who are not residents of a Native village (referred to in this paragraph as “non-village shares”), an amendment made pursuant to subparagraph (B) shall authorize the board of directors (at the option of the board) to offer to purchase—
(i) the non-village shares, including the right to share in distributions made to shareholders pursuant to subsections (j) and (m) (referred to in this paragraph as “nonresident distribution rights”), at a price that includes a premium, in addition to the amount that is offered for the purchase of other village shares of Settlement Common Stock of the Cook Inlet Regional Corporation, that reflects the value of the nonresident distribution rights; or
(ii) non-village shares without the nonresident distribution rights associated with the shares.
(F) Any shareholder who accepts an offer made by the board of directors pursuant to subparagraph (E)(ii) shall receive, with respect to each non-village share sold by the shareholder to the Cook Inlet Regional Corporation—
(i) the consideration for a share of Settlement Common Stock offered to shareholders of village shares; and
(ii) a security for only the nonresident rights that attach to such share that does not have attached voting rights (referred to in this paragraph as a “non-voting security”).
(G) An amendment made pursuant to subparagraph (B) shall authorize the issuance of a non-voting security that—
(i) shall, for purposes of subsections (j) and (m), be treated as a non-village share with respect to—(I) computing distributions under such subsections; and(II) entitling the holder of the share to the proportional share of the distributions made under such subsections;
(ii) may be sold to Cook Inlet Region, Inc.; and
(iii) shall otherwise be subject to the restrictions under paragraph (1)(B).
(H) Any shares of Settlement Common Stock purchased pursuant to this paragraph shall be canceled on the conditions that—
(i) non-village shares with the nonresident rights that attach to such shares that are purchased pursuant to this paragraph shall be considered to be—(I) outstanding shares; and(II) for the purposes of subsection (m), shares of stock registered on the books of the Cook Inlet Regional Corporation in the names of nonresidents of villages;
(ii) any amount of funds that would be distributable with respect to non-village shares or non-voting securities pursuant to subsection (j) or (m) shall be distributed by Cook Inlet Regional Corporation to itself; and
(iii) village shares that are purchased pursuant to this paragraph shall be considered to be—(I) outstanding shares, and(II) for the purposes of subsection (k) shares of stock registered on the books of the Cook Inlet Regional Corporation in the names of the residents of villages.
(I) Any offer to purchase Settlement Common Stock made pursuant to this paragraph shall exclude from the offer—
(i) any share of Settlement Common Stock held, at the time the offer is made, by an officer (including a member of the board of directors) of Cook Inlet Regional Corporation or a member of the immediate family of the officer; and
(ii) any share of Settlement Common Stock held by any custodian, guardian, trustee, or attorney representing a shareholder of Cook Inlet Regional Corporation in fact or law, or any other similar person, entity, or representative.
(J)
(i) The board of directors of Cook Inlet Regional Corporation, in determining the terms of an offer to purchase made under this paragraph, including the amount of any premium paid with respect to a non-village share, may rely upon the good faith opinion of a recognized firm of investment bankers or valuation experts.
(ii) Neither Cook Inlet Regional Corporation nor a member of the board of directors or officers of Cook Inlet Regional Corporation shall be liable for damages resulting from terms made in an offer made in connection with any purchase of Settlement Common Stock if the offer was made—(I) in good faith;(II) in reliance on a determination made pursuant to clause (i); and(III) otherwise in accordance with this paragraph.
(K) The consideration given for the purchase of Settlement Common Stock made pursuant to an offer to purchase that provides for such consideration may be in the form of cash, securities, or a combination of cash and securities, as determined by the board of directors of Cook Inlet Regional Corporation, in a manner consistent with an amendment made pursuant to subparagraph (B).
(L) Sale of Settlement Common Stock in accordance with this paragraph shall not diminish a shareholder’s status as an Alaska Native or descendant of a Native for the purpose of qualifying for those programs, benefits and services or other rights or privileges set out for the benefit of Alaska Natives and Native Americans. Proceeds from the sale of Settlement Common Stock shall not be excluded in determining eligibility for any needs-based programs that may be provided by Federal, State or local agencies.
(i) Certain natural resource revenues; distribution among twelve Regional Corporations; computation of amount; subsection inapplicable to thirteenth Regional Corporation; exclusion from revenues
(1)
(A) Except as provided by subparagraph (B), 70 percent of all revenues received by each Regional Corporation from the timber resources and subsurface estate patented to it pursuant to this chapter shall be divided annually by the Regional Corporation among all twelve Regional Corporations organized pursuant to this section according to the number of Natives enrolled in each region pursuant to section 1604 of this title. The provisions of this subsection shall not apply to the thirteenth Regional Corporation if organized pursuant to subsection (c) hereof.
(B) In the case of the sale, disposition, or other use of common varieties of sand, gravel, stone, pumice, peat, clay, or cinder resources made during a fiscal year ending after October 31, 1998, the revenues received by a Regional Corporation shall not be subject to division under subparagraph (A). Nothing in this subparagraph is intended to or shall be construed to alter the ownership of such sand, gravel, stone, pumice, peat, clay, or cinder resources.
(2) For purposes of this subsection, the term “revenues” does not include any benefit received or realized for the use of losses incurred or credits earned by a Regional Corporation.
(j) Corporate funds and other net income, distribution among: stockholders of Regional Corporations; Village Corporations and nonresident stockholders; and stockholders of thirteenth Regional Corporation
(k) Distributions among Village Corporations; computation of amount
(l) Distributions to Village Corporations; village plan: withholding funds until submission of plan for use of money; joint ventures and joint financing of projects; disagreements, arbitration of issues as provided in articles of Regional Corporation
(m) Distributions among Village Corporations in a region; computation of dividends for nonresidents of village; financing regional projects with equitably withheld dividends and Village Corporation funds
(n) Projects for Village Corporations
(o) Annual audit; place; availability of papers, things, or property to auditors to facilitate audits; verification of transactions; report to stockholders
(p) Federal-State conflict of laws
(q) Business management group; investment services contracts
(r) Benefits for shareholders or immediate families
(Pub. L. 92–203, § 7, Dec. 18, 1971, 85 Stat. 691; Pub. L. 96–487, title XIV, § 1401(a), (c), Dec. 2, 1980, 94 Stat. 2491, 2492; Pub. L. 100–241, §§ 4, 5, 12(a), Feb. 3, 1988, 101 Stat. 1790, 1792, 1810; Pub. L. 102–415, §§ 4, 8, Oct. 14, 1992, 106 Stat. 2113, 2114; Pub. L. 104–10, § 1(a), May 18, 1995, 109 Stat. 155; Pub. L. 104–42, title I, § 109(a), Nov. 2, 1995, 109 Stat. 357; Pub. L. 105–333, §§ 8, 12, Oct. 31, 1998, 112 Stat. 3134, 3135; Pub. L. 106–194, § 2, May 2, 2000, 114 Stat. 242; Pub. L. 110–453, title II, § 206, Dec. 2, 2008, 122 Stat. 5030.)