Amended and Restated
Ninilchik Natives Association, Inc.
15730 Sterling Hwy
PO Box 39130
Ninilchik, AK 99639
Amended and Restated on this 17th day of January, 2002
Ninilchik Natives Association, Inc.
The Corporation shall maintain a registered office in the State of Alaska as required by law.
The Corporation may have offices at such other places both within and outside the State of Alaska, as the Board of Directors may from time to time designate, or the business of the Corporation may require.
Meetings of the shareholders shall be held at the principal office and place of business of the Corporation or at such other place as the Board of Directors designate.
(a) Time. The annual meeting of the shareholders shall be held on the second Saturday in June of each year and not more than thirteen (13) months after the date of the prior annual meeting at the principal office of the Corporation, or at such other place that the President or the Board of Directors of the Corporation may reasonably designate.
(b) Election. At the annual meeting the shareholders shall elect a Board of Directors, consider reports of the affairs of the Corporation and transact such other business as may be properly brought before the meeting.
(c) Later Time. In the event that the annual meeting is not held in June, or any adjournment of the annual meeting, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as it conveniently may be held.
The President or the Board of Directors may call special meetings of the shareholders. The Secretary may also call a special meeting at the written request of shareholders of not less than one-tenth (1/10) of all the shareholders entitled to vote at such meeting. Such requests shall state the purpose of the proposed meeting. Only such business shall be conducted at a special meeting as is specified in the notice of the meeting.
Section 4. Notice of Meetings.
(a) Notice Requirements. Written notice stating the place, day, and hour of the meeting, and in case of a special meeting, the purpose(s) for which the meeting is called, shall be delivered not less than twenty (20) days and not more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the Officer or person calling the meeting. Each shareholder of record entitled to vote at such meeting shall receive notice of each meeting. If mailed, the notices shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the shareholder at the shareholder's address as it appears on the stock transfer books of the Corporation, or if the shareholder has filed with the Secretary of the Corporation a written request that notice be mailed to a different address, then addressed to the shareholder at the new address. The Secretary shall execute an affidavit when notice of a shareholders’ meeting is complete stating that notice has been given in compliance with this paragraph.
(b) Waiver. Notice of any regular or special meeting may be waived by written consent whether executed before or subsequent to such meeting. The attendance of any shareholder in person or by proxy at any regular or special meeting shall be deemed a waiver of the notice except where a shareholder attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.
(c) Adjournment. When a meeting is adjourned for thirty (30) days or more, or when a redetermination of the person entitled to receive notice of the adjourned meeting is required by law, notice of the adjourned meeting shall be given as for an original meeting. In all other cases, no notice of the adjourned meeting or of the business to be announced at the meeting at which adjournment is taken is required.
(a) Number. At any meeting of the shareholders, the holders of one-third (1/3) of the shares entitled to vote being present in person or represented by proxy shall constitute a quorum for the transaction of business.
(b) Withdrawal of Quorum. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum; provided that any action taken at such meeting, other than adjournment, shall be approved by at least a majority of shares required to constitute a quorum.
(c) Adjournment. In the absence of a quorum, a majority of those present, in person or represented by proxy, may adjourn the meeting from time to time until a quorum shall attend. Any business that might be transacted at the original meeting may be transacted at the adjourned meeting if a quorum then exists.
(d) Approval of Action. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting shall be the act of the shareholders unless the law or the Articles of Incorporation require the vote of a greater number.
Section 6. Voting of Shares and Proxies.
(a) Subject to the following provisions, each outstanding share is entitled to one vote on each matter submitted to a vote at a meeting of the shareholders, except to the extent that law or the Articles of Incorporation limits the voting rights of the shares.
(b) Except as otherwise provided in the Articles of Incorporation:
1. Voting Eligibility. Only shareholders of Ninilchik Natives Association, Inc., who are Natives, lineal descendants of Natives, or adoptees of Natives whose adoption occurred prior to their majority, are eligible to vote or to hold proxies for voting at shareholders’ meetings of the Corporation and only proxies held by said shareholders will be deemed valid. The meaning of the terms “Natives,” “descendants of Natives” and “adoptees” as used in these Bylaws shall be as defined in the Alaska Natives Claims Settlement Act, 43 U.S.C. §1602.
2. Methods of Voting. A shareholder may vote shares either in person, by proxy executed in writing by the shareholder, or by a duly authorized power of attorney registered with the Secretary of the Corporation before being voted.
3. Proxy. No proxy shall be valid after eleven (11) months from the date of its execution by the shareholder granting it, unless it constitutes an irrevocable proxy under Alaska Statutes 10.06.418(e). To be registered, a proxy must be received by the Election Judge by 5:00 p.m. the day before the meeting at which the proxy is to be voted.
4. Proxy Revocation. A proxy continues in full force and effect until revoked by the person executing it, except as provided in this section. A person may revoke a proxy by a writing delivered to the Corporation stating that the proxy is revoked; by a subsequent proxy executed by the person executing the prior proxy and delivered to the Corporation; or by attendance at the meeting and voting in person by the person executing the proxy. The dates contained on the forms of proxy presumptively determine the order of execution, regardless of the postmark dates on the envelopes in which the proxies are mailed.
5. Quorum. Once a proxy has been registered with the Secretary, or a shareholder has registered in person, the registration shall be counted for the purpose of establishing a quorum. Once registered, either by proxy or in person for any meeting, registration cannot be withdrawn.
6. Cumulative Voting for Directors. At an election for directors each shareholder entitled to vote may vote in person or by proxy, the number of shares owned by the shareholder for as many persons as there are directors to be elected (or may cumulate votes within each class by giving one candidate as many votes as the number of directors to be elected multiplied by the number of shares held by the shareholder, or by distributing these votes on the same principle among any number of candidates.
Section 7. Voting Rights.
Persons entitled to receive notice of and to vote at any shareholder meeting shall be determined from the records of the Corporation on the date of mailing of the notice or on such other record date not more than sixty (60) days and not less than twenty (20) days before such meeting as fixed in advance by the Board of Directors.
Except as provided by law or by the Articles of Incorporation:
(a) Representative. Shares held by the administrator, executor, guardian, receiver or conservator may be voted, either in person or by proxy, without a transfer of the shares into such representative's name.
(b) Corporate. Shares standing the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or in the absence of such provisions, as the board of directors of such corporation may determine.
(c) Receiver. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer of the shares into the receiver's name if authority to transfer the shares is contained in an appropriate court order by which the receiver was appointed.
(d) Voting by Custodians. Shares held of record by a custodian for a minor who has received stock by will, trust, intestate succession, or an inter vivos gift from a parent, grandparent, great-grandparent, uncle or aunt, brother or sister, may be voted by the custodian designated on the books and records of the Corporation. The custodian shall hold the stock until the minor reaches age eighteen (18). Thereafter, the Secretary shall cause an appropriate notice to be placed in the records of the Corporation and the named minor may vote the shares whether or not a new share certificate is issued. In the event both the custodian and the named minor seek to vote the shares, the vote of the named minor shall be the vote recorded if the election inspectors obtain acceptable proof of the age of the named minor prior to the shareholders' vote.
(e) Non-Natives. Persons who are not Natives or descendants of Natives may only vote if they are voting in a representative capacity for a person who is Natives or a descendant of a Natives.
Section 9. Voting Lists.
The Officer or agent having charge of the stock transfer records for shares of the Corporation shall make, at least twenty (20) days before each meeting of the shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment of the meeting. This list shall be arranged in alphabetical order, with the address of and the number of shares held by each shareholder, shall be on file at the office of the Corporation for a period of twenty (20) days prior to the meeting, and shall be subject to inspection by any shareholder during the twenty (20) day period and the whole time of the meeting. Stock transfer recordings shall be subject to inspection by any shareholder during the whole time of the meeting. The stock transfer records shall be prima facie evidence as to who are the shareholders entitled to examine such lists or to vote at any meeting of shareholders. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.
Section 10. Conduct of Shareholder Meetings.
Meetings of the shareholders shall be presided over by one of the following Officers in the order stated if present and acting: the President; a Vice President; a Chairman for the meeting chosen by the Board of Directors; or, if none of the foregoing, is in office and present, an acting Chairman may be chosen by the shareholders. The Secretary of the Corporation or in the Secretary's absence, an Assistant Secretary, shall act as secretary of every meeting. If neither the Secretary nor an Assistant Secretary is present, the Chairman for the meeting shall appoint a recording secretary of the meeting.
Section 12. Inspectors and Judges.
(a) Selection. The Directors, in advance of any shareholder meeting, may, but need not, appoint one or more impartial inspectors of election or judges of the vote, as the case may be, to act at the meeting or any adjournment thereof. If inspector(s) or judge(s) are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors or judges. In case any person who may be appointed as an inspector or judge fails to appear or act, the vacancy may be filled by an appointment made by the Directors in advance of the meeting or at the meeting by the person presiding.
(b) Oath. Each inspector or judge, if any, before entering upon the discharge of his or her duties, shall take and sign an oath to faithfully execute the duties of inspector or judge at such meeting with strict impartiality and according to the best of his or her ability.
(c) Duties. The inspectors or judges, if any, shall: determine the number of shares of stock outstanding and the voting power of each; the shares of stock represented at the meeting; the existence of a quorum; receive and verify all proxies submitted and the validity and effect of proxies; receive votes, ballots or consents; hear and determine all challenges and questions arising in connection with the right to vote; count and tabulate all votes, ballots, and consents; determine the results; and do such other acts as are proper to conduct the election or vote with fairness to all shareholders.
(d) Reports. On request of the person presiding at the meeting, the inspectors or judges, if any, shall make a report in writing of any challenge, question, or matter determined, and execute a certificate of any fact found. Election inspectors' or judges’ decision shall be final upon any challenge.
Section 13. Conduct.
Unless otherwise determined by the Board of Directors prior to a meeting of shareholders, all meetings shall be conducted in accordance with Robert's Rules of Order Revised. In the event of any dispute regarding Robert's Rules of Orders Revised, the decision of the Chairman of the meeting if final.
Section 1. Powers.
A Board of Directors shall manage the business and affairs of the Corporation. The Board of Directors shall exercise or direct the exercise of all corporate powers; except to the extent shareholder authorization is required by law, the Articles of Incorporation, or of these Bylaws.
The duties and responsibilities of the Directors shall include, but not be limited to, the following: election of corporate officers; contract approval; purchase and sale of assets; long-range planning including goals, objectives and budgets; authorizing committee work and assignments; approving compensation, travel and per diem; authorizing distributions to shareholders; policy development; adoption of corporate policies and procedures in accordance with Article VIII Section 6 of these Bylaws; and such other duties as are necessary to the proper management of the Corporation.
Section 2. Number.
(a) Composition. The Board of Directors shall consist of seven (7) members until the Board of Directors changes the number by amending these bylaws.
(b) Change in Number. A change to the number of Directors shall be made by amendment of these Bylaws.
(c) Reduction in Number. No reduction of the number of Directors shall have the effect of removing any Director to the expiration of his the Director's term of office.
(d) Qualifications. Directors must be voting shareholders of the Corporation and over the age of eighteen (18).
Section 3. Election and Tenure of Office.
The Directors shall be elected for staggered terms. At the annual meeting of the shareholders after amendment to these Bylaws , the first year two (2) Directors shall be elected for a term of three (3) years; the next year three (3) Directors shall be elected for a term of three (3) years; and the following year two (2) Directors shall be elected for a term of three (3) years. Directors shall hold office for their three (3) year terms until the next annual meeting of the Corporation and until their respective successors have been elected.
Section 4. Vacancies.
(a) Definition. A vacancy in the Board of Directors shall exist upon the death, resignation, or removal of any Director.
(b) Resignation. A Director may resign at any time with such resignation to be made in writing and to take effect immediately without acceptance upon delivery to the Chairman of the Board, the President, the Secretary, or the Board of Directors of the Corporation, unless the notice specifies a later time for the effectiveness of the resignation. When a resignation takes effect at a future date, a successor Director may be elected to take office when the resignation becomes effective.
(c) Directors Filling Vacancies. Unless otherwise provided in the Articles, and except for a vacancy created by the removal of a Director, vacancies on the Board may be filled by a majority vote of the remaining Directors, though less than a quorum, or by a sole remaining Director. Each Director so elected shall hold office for the unexpired term of that Director's predecessor.
(d) Shareholders Filling Vacancies. If the Board of Directors has not filled a vacancy within forty-five (45) days, the shareholders may elect a Director to fill any vacancy not filled by Directors.
(e) Increasing the Number of Directors. The shareholders shall elect the additional Directors in the event an amendment of the Bylaws is adopted which increases the number of Directors.
Section 5. Meetings.
(a) Location. Meetings of the Board of Directors shall be held at such place as may be designated from time to time by the Board of Directors or other such person calling the meeting, either within or without the State of Alaska.
(b) Annual Meeting. An annual meeting of the Board of Directors shall be held within ten (10) days following the adjournment of the annual meeting of shareholders, or as soon thereafter as reasonably possible for the purpose of reorganization, including the election of officers of the Corporation, committees, and consideration of any other business that may properly be brought before the meeting.
(c) Regular Meetings. The Board of Directors shall meeting in regularly scheduled session at the Corporation's office or at such other place as may be designed by the Board by resolution authorizing regular meetings.
(d) Special Meetings. Special meetings of the Board of Directors, for any purpose(s), may be called at any time by the Chairman of the Board, President, or in the President's absence by the Vice President, the Secretary or a Director.
(d) Agenda. An agenda of the business to be transacted at any meeting of the Board of Directors shall be distributed to each Director within a reasonable time prior to each meeting, but failure to distribute the agenda shall not affect the regularity of the meeting and business not stated in the agenda may be transacted.
(e) Rules of Procedure. Unless otherwise determined by the Board of Directors, all meetings of the Board of Directors shall be conducted in accordance with Robert's Rules of Order Revised. In the event of any dispute regarding Robert's Rules of Order Revised, the decision of the Chairman of the meeting is final.
Section 6. Notice of Special Board Meetings.
(a) Method and Time. Notice of the time and place of special meetings shall be given orally or delivered in writing personally or by mail, express courier, email, facsimile, or other electronic means, at least seventy-two (72) hours before the special Board meeting. Notice mailed or sent electronically shall be directed to the Director's address ascertained by the person giving the notice. Only such business shall be conducted at a special meeting as is specified in the notice of the meeting.
(b) Adjourned Meeting. Notice of the time and place of holding an adjourned meeting need not be given if such time and place be fixed at the meeting adjourned.
(c) Waiver. Notice of any special meeting may be waived by written consent, whether executed before or subsequent to such meeting. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
(d) Telephonic Participation. For the purposes of presence at meetings, telephone presence shall be the equivalent to presence in person. Without assembling, the members of the Board of Directors, or a committee of the Board, may conduct a meeting by communicating simultaneously with each other by means of conference telephones, or similar private communications equipment; provided however, that participation in such meetings shall not be permitted by radio, radio telephone, or other broadcast media, where the confidentiality of the meeting cannot reasonably be expected to be protected.
(e) Cancellation of Meetings. When a meeting is canceled, prompt and timely notice shall be given to all Directors.
Section 7. Quorum.
(a) Definition. A majority of the presently qualified Directors shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Directors present may adjourn the meeting from time to time without further notice, but may not transact any other business without a quorum.
(b) Action by Board. If a quorum is present, the act of a majority of the Directors is necessary for the transaction of business, unless law, the Articles of Incorporation, or these Bylaws, requires the act of a greater number.
Section. 8. Removal of Directors.
Any or all of the Directors may be removed with or without cause by a majority of the outstanding shares entitled to vote, either in person or by proxy, at any special or regular shareholder's meeting, except a Director may not be removed unless the entire Board is removed, if the votes cast against removal would be sufficient to elect a Director if voted cumulatively at an election at which the same total number of votes were cast.
Section 9. Presumption of Assent.
A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken, shall be presumed to have assented to the action taken, unless the Director's dissent is entered in the minutes of the meeting, or unless the Director files a written dissent to such action with the person acting as the Secretary of the meeting before the adjournment of the meeting or forward such dissent by certified mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
Section 10. Written Consents.
Any action that may be taken at a meeting of the Board of Directors, or of a committee of the Board of Directors, may be taken without a meeting if all of the Directors, or all of the members of the committee, as the case may be, execute consents in writing, identical in content, setting out the action taken.
Section 11. Compensation.
By resolution of the Board of Directors, each Director and members of any committee of the Board of Directors, may be paid the expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary or fixed fee for attendance at each meeting of the Board of Directors, or a duly convened meeting of a committee of the board; provided however, than no more than one Director's fee shall be paid for each meeting day regardless of the number of separate Board or committee meetings held.
Section 12. Committees.
(a) Formation. The Board of Directors may appoint an Executive Committee and such other committees as may be necessary, by resolution adopted by the Board from time to time. Each committee shall consist of at least three (3) Directors. The powers and duties of each committees are as delegated or assigned by the Board. Committee members shall hold office at the pleasure of the Board, and may be replaced or removed at any time by the Board of Directors. A quorum for a meeting of any committee shall be a majority of the members of the committee. All committees, once formed, shall continue until dissolved by the Board of Directors.
(b) Notice. The notice requirement for meetings of committees shall be the same as for special meetings of the Board of Directors. An agenda shall be prepared and distributed in advance to each committee member.
Section 1. Designation, Election, Qualifications.
(a) Number. The Officers of the Corporation shall be a President, Vice President, and a Secretary and/or Treasurer, and such other Officers as the Board of Directors shall from time to time appoint. The Board of Directors shall elect the Officers.
(b) Election. The Board of Directors at its first meeting after each annual meeting shall elect the Officers, all of whom must be voting shareholders and members of the Board.
(c) Vacancy. Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors for the unexpired portion of the term.
Section 2. Compensation and Term of Office.
(a) Compensation. The Board of Directors shall determine the compensation and term of all Officers of the Corporation.
(b) Term. All Officers and agents of the Corporation shall serve at the pleasure to the Board of Directors and may be removed by the Board whenever, in its judgment, the best interests of the Corporation will be served.
(c) Resignation. Any Officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary of the Corporation. Any such resignation shall take effect upon receipt of such notice or at any later time specified in the notice unless the Board elects to the resignation be effective on an earlier date. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective provided that the Board of Directors may reject any post dated resignation by notice in writing to the resigning Officer.
(d) Contract Rights. This section shall not affect the rights of the Corporation or any Officer under any express contract of employment.
Section 3. President.
(a) Powers and Duties. The President shall be subject to the control of the Board of Directors. The President shall have general supervision, direction, and control of the business and affairs of the Corporation. The President shall preside at all meetings of the shareholders, and unless a Chairman of the Board of Directors has been elected and is present, shall preside at all meetings of the Board of Directors. The President shall be ex-officio a member of all the standing committees, including the Executive Committee and shall have the general powers and duties of management usually vested in the office of the president of a Corporation. The President shall have any other powers and duties as may be prescribed by the Board of Directors or the Bylaws.
(b) Execution. The President, together with one additional corporate Officer, shall sign or countersign, as necessary, all certificates, contracts, bonds, mortgages, and other contracts, except where required or permitted by law to be otherwise signed and executed, or where the signing and execution thereof is expressly delegated by the Board of Directors or to some other Officer or agent of the Corporation.
Section 4. Vice President.
The Vice President, in the absence or disability of the President, and except as specially limited by vote of the Board of Directors, shall perform the duties and exercise the powers of President. The Vice President shall perform any other duties and shall have any other powers as prescribed by the Board of Directors.
Section 5. Secretary and/or Treasurer.
(a) Meetings. The Secretary and/or Treasurer shall give or cause to be given such notice of the meetings of shareholders and of the Board of Directors as is required by the Bylaws. The Secretary and/or Treasurer shall attend all meetings of Directors and shareholders and shall keep, or cause to be kept, minutes of all meetings of Directors and shareholders. The minutes shall reflect the time and place of all meetings, and whether a meeting was a regular or special meeting. For meetings, the Secretary and/or Treasurer shall keep, or cause to be kept, a record of how the meeting was authorized, the notices given, the method of delivery of notices, the name of those present at Directors' meetings, the number of shares present or represented at shareholders meetings, and any proceedings at such meeting.
(b) Shareholder Records. The Secretary and/or Treasurer shall sign with the President, or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors. The Secretary and/or Treasurer shall keep, or cause to be kept, a share register, or a duplicate share register, showing the names of their shareholders and their addresses, the number and classes of shares held by each, and the number and date of certificates issued for such shares, and the number and date of cancellation of certificates surrendered for cancellation.
(c) Seal. The Secretary and/or Treasurer shall keep the seal of the Corporation and see that all documents to which the seal of the Corporation is affixed are executed on behalf of the Corporation and are duly authorized.
(d) Funds and Accounts. The Secretary and/or Treasurer shall have the custody of the corporate funds, shall keep full and accurate accounts of receipts and disbursements in records belonging to the Corporation, and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. In discharging the duties, the Treasurer may rely upon information provided by the corporate accountants.
(e) Payments. The Secretary and/or Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. The Secretary and/or Treasurer shall render to the President and the Board of Directors at its regular meetings or when the Board of Directors requires, an account of all transactions as Secretary and/or Treasurer, and the financial condition of the Corporation.
(f) Other. The Secretary and/or Treasurer shall have other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws
Section 6. Assistants.
The Board of Directors may appoint or authorize the appointment of assistants to the Secretary and/or Treasurer.
Section 7. Chief Executive Officer.
The Board of Directors may appoint a Chief Executive Officer at its discretion. The Chief Executive Officer of the Corporation shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and affairs of the Corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.
The Board of Directors in its discretion may elect from among its members a Chairman of the Board of Directors, who when present shall preside at all meetings of the Board of Directors and in the absence of the President, shall preside over meetings of the shareholders. The Chairman of the Board of Directors shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.
Section 9. Authority to Execute Documents.
All bills payable, notes, checks, drafts, warrants, other negotiable instruments, contracts, pledge of any asset, and other obligations binding the Corporation, shall be made in the name of the Corporation and shall be signed by such Officer(s) as the Board of Directors shall, from time to time, by resolution direct. No Officer or employee of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, warrant, negotiable instrument, or endorse the same in the name of the Corporation, or contract or pledge any asset of the Corporation as collateral in the name and on behalf of the Corporation, except as expressly prescribed and provided above.
Each Director, Officer, and employee of the Corporation is in a unique position with regard to the valuable and special nature of the Corporation's business affairs, and shall not, during or after the term of his or her service or employment, disclose sensitive information about the Corporation's business affairs to any person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, except to the extent such disclosure may be required by law or regulation or is otherwise clearly in the best interests of the Corporation.
Section 1. Records.
The Corporation shall maintain adequate and correct books, records, and accounts of its business and properties. All of such books, records, and accounts shall be kept at its place of business as fixed by the Board of Directors, except as provided by law.
Section 2. Inspection.
All books and records of accounts of the Corporation shall be open to inspection by the shareholders in the manner and to the extent required by law.
Section 3. Certification and Inspection of Bylaws.
The original or a copy of the Bylaws and any amendment, certified by the Secretary, shall be open to inspection by the shareholders and Directors in the manner and to the extent required by law.
All checks, drafts, and other orders of payment of money, notes or other evidence of indebtedness, issued in the name of or payable to the Corporation shall be signed or endorsed by such person or persons and in such manner as shall be determined by resolution of the Board of Directors.
Section 1. Certificates For Shares.
(a) Form. Certificates for shares shall be in such form as the Board of Directors may determine.
The certificates shall state that the Corporation is organized under the Alaska Natives Claims Settlement Act, 43 U.S.C. § 1601 et seq. The certificates shall designate the state in which the Corporation was incorporated, the name of the record holder of the shares represented, the number of the certificates, the date of issuance, the number of shares for which it is issued, the par value of such shares, if any, or that such shares are without par value. The certificates shall also list the rights, privileges, preferences and restrictions of the stock, if any, the provisions as to redemption or conversion, if any, and shall make reference to any liens or restrictions upon transfer or voting.
(b) Testamentary Disposition Provision. A form shall be provided by the Corporation to each shareholder of record. On such form shall be printed provisions, including blanks to be filled in by the shareholder constituting a last will and testament for the purposes of Alaska Statutes 13.16.705 and 43 U.S.C.S. § 1606(h) or their successor or amended statutes or regulations.
(c) Execution. Every certificate for shares must be signed by the President or Vice President and the Secretary and/or Treasurer and may be sealed with the seal of the Corporation or a facsimile of the seal. If the certificate is countersigned by a transfer agent or registered by the registrar other than the Corporation itself or an employee of the Corporation, it may be authenticated by facsimiles of the signature of such Officer.
(d) Additional Information. The Board of Directors may provide for the setting out on the face or back of each certificate such additional statements about the provisions of the Alaska Natives Claims Settlement Act or the Alaska Corporations Code as may be required or as it believes would be helpful to the holder, including statements or provisions about restrictions upon alienation, and variations in voting depending upon whether the holder is a Natives or a non-Natives.
Section 2. Registered Shareholders.
The Corporation shall be entitled to recognize the exclusive rights of a person registered on its books as the owner of shares for all purposes, including distribution of dividends, voting and liability for assessments. The Corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.
Section 3. Transfer of Shares.
Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of gift, succession, assignment of authority to transfer, the Corporation or transfer agent shall issue a new certificate to the person entitled to the stock, cancel the old certificate and record the transaction in the Corporation's records. The Board of Directors may establish such policies and procedures as it deems appropriate to govern the issuance, registration, and replacement of stock certificates.
Section 4. Restrictions on Transfer.
All transfers shall be in accordance with the Alaska Natives Claims Settlement Act, 43 U.S.C. § 1601 et seq.
Section 5. Lost, Stolen, or Destroyed Certificates.
In case of loss or destruction of a certificate of stock, a new certificate shall be issued in lieu of the lost certificate after satisfactory proof has been made to the Secretary of the Corporation of the loss or destruction and, in addition, upon the giving of a satisfactory agreement to indemnify the Corporation or other security as the Board of Directors may require against loss to the Corporation by reason of the issuance of a replacement certificate.
The Board of Directors may from time to time appoint one or more transfer agents and one or more registrars for the shares of the Corporation who shall have such powers and duties as the Board of Directors shall specify.
Section 7. Closing Stock Book Transfers.
(a) Closing of Transfer Books. The Board of Directors may close the transfer books for a stated period not exceeding seventy (70) days to determine the shareholders entitled to notice of or to vote at a meeting of shareholders, or entitled to receive payment of a dividend, or in order to make a determination of shareholders for any proper purposes. If the stock transfer books are closed to determine shareholders entitled to notice of or to vote at a meeting of shareholders, they shall be closed for at least twenty (20) days immediately preceding the meeting.
(b) Record Date. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for the determination of shareholders. This record date shall not be more than sixty (60) days and in case of a meeting of shareholders, not less than twenty (20) days before the date on which the particular action requiring the determination of shareholders is to be taken. If the stock transfer books are not closed, and no record date is fixed for the determination of shareholders, or shareholders entitled to receive notice of or to vote at a meeting of shareholders, or shareholders entitled to payment of a dividend, the date on which the notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring the dividend is adopted is, as the case may be, the record date for the determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this paragraph, the determination shall apply to any adjournment(s) of such meeting, except where the determination has been made through the closing of the stock transfer books and the stated period of closing as expired.
Section 8. Retention of Certificate for Safekeeping.
The Corporation may retain each original stock certificate for safekeeping. A copy of the certificate shall be provided to the shareholder.
Section 1. Fiscal Year.
The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
Section 2. Seal.
The corporate seal shall be circular in form, and shall have inscribed thereon the name of the Corporation, and the words “Corporate Seal” and “State of Alaska.”
Section 3. Amendment of Bylaws.
(a) Power to Amend. Except as otherwise provided by law, the Board of Directors may amend to repeal these Bylaws or adopt new Bylaws by a vote of a majority of the whole board. The shareholders shall not have the power to adopt, amend, or repeal any bylaw, provided that if the shareholders adopt a resolution recommending a change in the bylaws, the board will consider that recommendation at the next meeting following the submission of the resolution to the board.
(c) Amendments to Bylaws. Whenever an amendment of a new Bylaw is adopted, it shall be placed in the corporate book with the original Bylaw. If any Bylaw is repealed, the fact of repeal and the date on which the repeal occurred shall be placed in writing in the corporate book.
Section 4. Indemnification.
(a) In General. Every Officer, Director and employee of the Corporation, or any corporation, partnership, trust or joint venture in which the person served as such at the request of the Corporation, upon demand, may be indemnified or defended by the Corporation against the reasonable and actually incurred expenses, attorney fees, judgments, fines, penalties, or amounts paid for settlement in connection with the defense of a completed, pending, or threatened action, proceeding, suit or appeal therefrom, by reason of the fact that the person was a Director, Officer, employee or agent of the Corporation or where the person may serve as a Director of Officer of another entity at the request of or designated by the Corporation. Provided, however, that the Corporation shall not indemnify any Officer, Director, or employee who has not acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to a criminal proceeding, who had a reasonable cause to believe the conduct was unlawful. Provided, further, that a claim arising from the Director, Officer or employee’s activities as a Director or Officer of another entity at the request of or designated by the Corporation shall be indemnified only to the extent not otherwise indemnified or insured by the other entity regardless of whether the person is an Officer, Director or employee at the time such expenses are incurred. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or a plea of nolo contendere or its equivalent, shall not by itself, create a presumption that the person failed to act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful.
(b) Defense. In indemnifying an Officer, Director, or employee under this Article, the Corporation shall at all times have the right to choose between: (1) providing a legal defense; and (2) reimbursing the Officer, Director, or employee for his or her legal defense expenses. If the Corporation chooses to defend the Officer, Director, or employee, the Corporation shall retain counsel for the defense and, to the extent permitted by applicable regulation, statute, and ethical considerations, direct the defense.
(d) Demand. Any Officer, Director, or employee may demand indemnification upon written notice to the Chairman or President of the Corporation. The demand shall state the facts and circumstances that have given rise to the demand and the indemnification requested. The Chairman or President shall place the demand for indemnification on the agenda of the next Board of Directors meeting for review, and the Board shall make its decision on indemnification at the earliest possible date.
(d) Specific Determination. No indemnification, as provided herein, shall be made by the Corporation, unless authorized in the specific case after a determination by the Board of Directors that indemnification of the person is permissible under the circumstances because the person has met the standard of conduct set forth herein. Such determination shall be made as provided by law. The decision to indemnify may be conditioned on any consideration the Board of Directors may reasonably impose, in the nature of a reservation of rights. The amount of indemnity shall be fixed by the Board of Directors, except that in any case where there is no disinterested majority of the Board available, the amount shall be fixed by independent legal counsel in a written opinion or by the shareholders.
The foregoing indemnification shall not be made by the Corporation in respect of any proceeding in which such person is adjudged to be liable to the Corporation, nor shall a person be indemnified, as provided herein, in respect of any proceeding charging improper personal benefit to the person, whether or not involving action in the person's official capacity, in which the director shall have been adjudged to be liable on the basis that personal benefit was improperly received by the person. No indemnification shall be made in respect of any claim, issue or matter as to which the person has been adjudged to be liable for negligence or misconduct in the performance of a duty to the Corporation except to the extent that a court in which the action was brought determines upon application, that, despite the adjudication of liability, in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses which the court considers proper.
(e) Insurance. As the discretion of the Board of Directors, the Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another entity, against any liability asserted against the person and incurred by the person in any such capacity, or arising out of the person's status as such, regardless of whether the Corporation would have the power to indemnify the person against the liability under the provisions of this section.
(f) Scope. The indemnification rights granted herein shall benefit all Officers, Directors and employees, whether current or former, and shall inure to the benefit of their heirs, executors, administrators, successors or assigns.
(g) Relationship to Other Indemnification Rights and Standards. The indemnification authorized by this Article shall be deemed to be in addition to and not in lieu of any other right to which those indemnified may be entitled under any statutes or corporate action, including but not limited to any insurance policy the Corporation may have purchased that names the Officer, Director, or employee as a named insured. It is the intent of this Article that the Corporation indemnifies its Officers, Directors, and employees to the fullest extent allowed by Alaska Statutes 10.05.010, 10.06.490, and the successors to these statutes.
Section 5. Interested Director, Shareholder or Officer.
No contracts or other transactions between the Corporation and any other corporation or concern shall be invalid or avoidable merely because one of the more shareholders, Directors, or Officers of the Corporation are interested in or are Directors or Officers of such other corporation or concern. Any shareholder, Director or Officer of the Corporation may be part to, interested in, or profit from any contract or transaction with the Corporation, provided that the relationship, interest, or profit is disclosed to the Board of Directors of the Corporation and the contract or transaction is duly approved by action of a majority of the Directors present when such action is taken, or consented to by a majority of the Directors (without counting the vote of any Director so interested or related, if a vote is cast; provided that such Director may be counted for the purpose of determining the existence of a quorum); no such shareholder, Director, or Officer shall be disqualified from acting as such, nor be liable for any loss incurred under or by reason of such contract or transaction, merely by reason of such relationship or interest. Where such Director's vote is necessary to the entering of such contract or transaction, the contract or transaction shall not be void or voidable if it is fair to the Corporation at the time it is authorized or approved.
Section 6. Policies and Procedures.
The Board of Directors, by resolution, may from time to time establish such policies and procedures as it deems necessary and beneficial for the conduct of the business of the Corporation. Such policies and procedures shall be consistent with the Corporation's Articles, Bylaws, and applicable law. The Corporate Secretary shall maintain an indexed manual of all such policies and procedures showing the date each policy or procedure was adopted by the Board. The policy and procedure manual shall be available for inspection at the corporate office by any shareholder or Director during normal business hours.
ACCEPTED THIS _____ DAY OF ___________________, 2010
Signatures on File
I, the undersigned, do hereby certify that I am the duly elected and qualified Secretary and keeper of the records and corporate seal of Ninilchik Natives Association, Inc. a corporation organized and existing under the laws of the State of Alaska, and that the above is a true and correct copy of the Bylaws of the Corporation as duly adopted at a meeting of the Board of Directors, convened and held in accordance with the laws of the State of Alaska, and that such Bylaws are now in full force and effect.
In witness whereof, I have affixed my name as Secretary and have caused the seal of the Corporation to be affixed hereto, this _____ day of _________, 2010
Printed Name: _____________________________