Amended and Restated
Bylaws
of
Ninilchik Natives Association, Inc.
15730 Sterling Hwy
PO Box 39130
Ninilchik, AK
99639
Amended and Restated on this 17th day
of January, 2002
Bylaws
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
_____________________________________
PRESIDENT
_____________________________________
VICE PRESIDENT
_____________________________________
SECRETARY
_____________________________________
TREASURER
_____________________________________
DIRECTOR
_____________________________________
DIRECTOR
_____________________________________
DIRECTOR
Signatures on File
CERTIFICATION
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
Signed:
_____________________________
Printed Name:
_____________________________
Corporate Secretary