Title
TITLE 18 - CORPORATIONS (INCLUDES 2019 POCKET PART PLUS AMENDMENTS)
Body
*NOTICE: This document is provided as a courtesy. This document includes amendments to the Title 18 2019 Pocket Part as listed below and have not yet been officially codified. To ensure accuracy, anyone using this document should compare it to the official amendments available at: <https://cherokee.legistar.com/Legislation.aspx>
Includes: LA 11-20, LA 01-22, LA 07-22, LA-15-22, AND LA 24-23
TITLE 18
CORPORATIONS
Chapter
1. Cherokee Nation General Corporation Act
2. Cherokee Nation Limited Liability Company Act
4. Jobs Growth
CHAPTER 1
CHEROKEE NATION GENERAL CORPORATION ACT
ARTICLE 3. POWERS
Section
18. Monthly cash dividend
ARTICLE 3
POWERS
§ 18. Monthly cash dividend
A. Those for-profit corporations in which Cherokee Nation is the sole or
majority shareholder, and that are incorporated under Cherokee Nation
law, shall issue a monthly cash dividend in the amount of thirty (30%) of
net income. Any dividend payment required by this section shall be
conditioned upon such corporation remaining in compliance with any
financial covenant or guaranty and not otherwise in default of any credit
agreement. In addition, the Board of Directors of such Corporations will
have the discretion to declare any special quarterly dividend that they
deem appropriate.
B. Those for-profit corporations in which Cherokee Nation is the sole or
majority shareholder, and that are incorporated under Cherokee Nation law,
shall issue a monthly cash dividend in the amount of five percent (5%) of net
income which will be set aside exclusively for contract health services for
Cherokee Nation citizens, including, but not limited to, eyeglasses, dentures,
prostheses, cancer treatments and hearing aids. Funds expended under this
Section shall be expended for Cherokee Nation citizens who reside anywhere
within the fourteen county jurisdictional area, except for the Cherokee Nation
Health Services Eyeglass and Hearing Aid Programs, which shall be expanded
to any Cherokee Nation citizen living within the United States, so long as the
citizen receives the vision or hearing screening in one of Cherokee Nation’s
health facilities.
C. Those for-profit corporations in which Cherokee Nation is the sole or
majority shareholder, and that are incorporated under Cherokee Nation
law, shall issue a monthly cash dividend in the amount of two percent (2%)
of net income which will be set aside exclusively for an unanticipated and
extraordinary financial emergency as provided for in LA-35-17 (‘‘Cherokee
Nation Sovereign Wealth Fund’’) and codified under Title 62, Public
Finance, Chapter 13, Section 5 (A)(1).
LA 2-03, eff. January 20, 2003. Amended LA 4-04, eff. February 23, 2004; LA 36-05,
eff. January 1, 2006; LA 25-11, eff. November 17, 2011; LA 34-17, eff. December 14,
2017; LA 11-20, eff. July 22, 2020; LA 07-22, eff. March 18, 2022.
Historical and Statutory Notes
2017 Legislation
LA 34-17, Section 2, provides:
‘‘Section 2. Purpose. The purpose of this
Act is to increase the monthly dividend of corporation
in which the Cherokee Nation is the
sole or majority shareholder by Two Percent
(2%) with said percentage being set aside exclusively
for an unexpected and extraordinary financial
emergency.’’
2020 Legislation
LA 11-20, Section 2, provides:
SECTION 2. PURPOSE
The purpose of this Act is to expand the
jurisdictional boundaries of the Cherokee Nation
Health Services Eyeglass Program to all
citizens of the Cherokee Nation living in the
United States, allowing at-large citizens to have
access to this benefit.
CHAPTER 2
CHEROKEE NATION LIMITED LIABILITY COMPANY ACT
ARTICLE 8. CONVERSION AND MERGERS
Section
250. Conversion of certain entities to a limited liability company
ARTICLE 8
CONVERSION AND MERGERS
§ 250. Conversion of certain entities to a limited liability company
A. As used in this section, the term ‘‘other entity’’ means a corporation,
statutory trust, business trust, real estate investment trust, common law trust,
other unincorporated business or entity (including a partnership, whether
general or limited), or foreign limited liability company.
B. Any other entity may convert to a domestic limited liability company by
complying with subsection (H) of this section and filing with the Office of the
Principal Chief in accordance with 18 CNCA § 217 articles of conversion to a
limited liability company that have been executed in accordance with 18 CNCA
§ 216, to which shall be attached articles of organization that comply with 18
CNCA §§ 206 and 214 and have been executed by one or more authorized
persons in accordance with 18 CNCA § 216.
C. The articles of conversion to a limited liability company shall state:
1. The date on which the other entity was first formed;
2. The name of the other entity immediately prior to the filing of the
articles of conversion to limited liability company; and
3. The name of the limited liability company as set forth in its articles of
organization filed in accordance with subsection (B) of this section.
D. Upon the filing in the Office of the Principal Chief of the articles of
conversion to a limited liability company and the articles of organization, the
other entity shall be converted into a domestic limited liability company and the
limited liability company shall thereafter be subject to all of the provisions of
this Act, except that notwithstanding 18 CNCA § 213, the existence of the
limited liability company shall be deemed to have commenced on the date the
other entity was formed.
E. The conversion of any other entity into a domestic limited liability
company shall not be deemed to affect any obligations or liabilities of the other
entity incurred prior to its conversion to a domestic limited liability company or
the personal liability of any person incurred prior to such conversion.
F. When any conversion shall have become effective under this section, for
all purposes of the laws of the Cherokee Nation, all of the rights, privileges and
powers of the other entity that has converted, and all property, real, personal
and mixed, and all debts due to such other entity, as well as all other things and
causes of action belonging to such other entity, shall be vested in the domestic
limited liability company and shall thereafter be the property of the domestic
limited liability company as they were of the other entity that has converted,
and the title to any real property vested by deed or otherwise in such other
entity shall not revert or be in any way impaired by reason of this Act, but all
rights of creditors and all liens upon any property of such other entity shall be
preserved unimpaired, and all debts, liabilities and duties of the other entity
that has converted shall thenceforth attach to the domestic limited liability
company and may be enforced against it to the same extent as if the debts,
liabilities and duties had been incurred or contracted by it.
G. Unless otherwise agreed or otherwise provided by any laws of the
Cherokee Nation applicable to the converting other entity, the converting other
entity shall not be required to wind up its affairs or pay its liabilities and
distribute its assets, and the conversion shall not be deemed to constitute a
dissolution of such other entity and shall constitute a continuation of the
existence of the converting other entity in the form of a domestic limited
liability company. When an other entity has been converted to a limited liability
company pursuant to this section, the limited liability company shall, for all
purposes of the laws of the Cherokee Nation, be deemed to be the same entity
as the converting other entity.
H. Prior to filing the articles of conversion of an other entity to a limited
liability company with the Office of the Principal Chief, the conversion shall be
approved in the manner provided for by the document, instrument, agreement
or other writing, as the case may be, governing the internal affairs of the other
entity and the conduct of its business or by applicable law, as appropriate, and
an operating agreement shall be approved by the same authorization required
to approve the conversion.
I. The converting other entity should give written notice of the conversion to
the jurisdiction in which the converting other entity was formed, provided,
however, the failure to give such written notice shall not affect the other entity’s
conversion into a domestic limited liability company.
LA 32-04, eff. July 16, 2004. Amended LA 28-13, eff. November 14, 2013.
CHAPTER 4
JOBS GROWTH
Section
404. Ownership of certain Cherokee Nation business entities
§ 404. Ownership of certain Cherokee Nation business entities
A. Jobs growth.
1. Assignment of ownership. The Principal Chief, or designee, shall be
authorized to execute the necessary documents to transfer ownership of
Cherokee Nation Enterprises, Inc. (CNE), Cherokee Nation Industries, Inc.
(CNI), Cherokee Nation Distributors (CND), and any subsidiaries of the
listed entities to Cherokee Nation Businesses, Inc. (CNB), a corporation
wholly-owned by Cherokee Nation, as the parent company of the listed
entities.
2. Parent company ownership. The Nation shall be the sole owner of the
parent company for all purposes, including all assets and goodwill, and no
interest in CNB shall be held at any time by any other party. For the
purposes of this act, any business corporation, or entity wholly-owned by
Cherokee Nation, or in which Cherokee Nation owns a majority interest,
the entity which shall represent the shareholder and vote any and all shares
of stock or interest shall be the Principal Chief and the Cherokee Nation
Council. It will take two-thirds (2⁄3) majority of the Council to take any
action pursuant to this section. The Council and the Principal Chief shall
adopt procedures to effectuate the provisions of this section.
3. CNB purpose. The purpose of CNB shall be to:
i. engage in all lawful activities, and to facilitate and promote the
Nation’s economic development through strategic planning, self-sufficiency,
and a strong tribal government;
ii. preserve and enhance profits and cash flow available for redistribution
and investment, consistent with the policy direction of Cherokee
Nation;
iii. establish procedures to evaluate and approve allocation of capital
to new business ventures and opportunities, and expansion of existing
businesses;
iv. provide the necessary debt, subject to Council approval, or equity
capital to pursue such business ventures and opportunities, and meet
the long term capital requirements of new, as well as existing, businesses.
4. CNB Board of Directors. The CNB Board of Directors shall be
comprised of no more than seventeen (17) members and shall, upon the
dissolution of the CNE and CNI boards, be comprised of the then-current
CNB directors and the former members of the dissolved CNE and CNI
boards. Other subsidiaries may have directors as allowed by Cherokee
law. Provided that, effective upon enactment of this act, the seats shall be
assigned as follows:
Seat 1, a term expiring 08/31/2025, currently vacant
Seat 2, a term expiring 08/31/2025, currently vacant
Seat 3, a term expiring 08/31/2025, currently vacant
Seat 4, a term expiring 08/31/2025, vacant
Seat 5, a term expiring 08/31/2025, currently vacant
Seat 6, a term expiring 08/31/2026, currently held by Bob Berry
Seat 7, a term expiring 08/31/2026, currently held by Michael Watkins
Seat 8, a term expiring 08/31/2026, currently held by Jerry Holderby
Seat 9, a term expiring 08/31/2026, currently held by Brent Taylor
Seat 10, a term expiring 08/31/2027, currently held by Chris Carter
Seat 11, a term expiring 08/31/2027, currently held by Dan Carter
Seat 12, a term expiring 08/31/2027, currently held by Buck Charles
George
Seat 13, a term expiring 08/31/2028, currently held by Tommye Sue
Wright
Seat 14, a term expiring 08/31/2028, currently held by Shaun Shepherd
Seat 15, a term expiring 08/31/2028, currently held by Lynna Carson
Seat 16, a term expiring 08/31/2029, currently held by Deacon Turner
Seat 17, a term expiring 08/31/2029, currently held by Gary Cooper
Hereafter, appointments to the CNB Board of Directors shall be for five (5)
year terms.
5. Capital investments. The CNB Board of Directors shall establish
appropriate policies for capital maintenance and investments based upon
individual subsidiary business needs. Provided, that Cherokee Nation
Enterprises shall retain minimum capital for expansions from net income
in the amounts equal to forty percent (40%) of net income for fiscal years
2006 through 2008.
6. Business operations. All business operations shall be conducted directly
by each subsidiary in its own name.
7. Advisory Board Members. Legislative Act 35-02 establishing Advisory
Board Members for each business entity in which the Nation is a majority
shareholder is referenced and hereby reaffirmed. Advisory Board members
provide oversight of the Council for ongoing advice and notice of
business activities
8. Dividends not affected. Dividends required or otherwise authorized by
LA 16-96, as amended, remain unchanged by this act.
9. Authority. CNB shall have all powers of corporations as provided by
LA 16-96, as amended.
LA 37-05, eff. December 18, 2005. Amended LA 11-10, eff. April 22, 2010; LA 27-11,
eff. December 14, 2011; LA 23-12, eff. August 23, 2012; LA 15-22, eff. May 23, 2022.