(a) "Corporation" or "domestic corporation" means a corporation chartered under the

provisions of this Chapter.

(b) "Not for Profit Corporation" means a corporation no part of the income of which is

distributable to its members, directors, or officers; except nothing in this Chapter shall be

construed as prohibiting the payment of reasonable compensation for services rendered and

the making of distribution upon dissolution or final liquidation as permitted in this Chapter.

(c) "Articles of incorporation" means the original articles of incorporation and all amendments

thereto, including articles of merger of consolidation, and in the case of a corporation created

by a special ordinance or resolutions of the Business Council, means such special ordinance or

resolution and any amendments thereto.

(d) "By-laws" means the code or codes of rules adopted for the regulation or management

of the affairs of a corporation irrespective of the names or names by which such rules are

designated.

(e) "Member" means one having membership rights in a corporation in accordance with the

provisions of its articles of incorporation or by-laws.

(f) "Board of directors" means the group of persons vested with the management of the affairs

of a corporation irrespective of the name by which such group is designated.

(g) "Insolvent" means that a corporation is unable to pay its debts as they become due in the

usual course of its affairs.

(h) "Tribal Secretary" means the Secretary of the Business Council or the agent or agents

designated by her or him to perform any function vested in the Treasurer by this Chapter.

(i) "Reservation" means the Colville Indian Reservation.

(j) "The Court" means except where otherwise specified, the Colville Tribal Court.

(a) To have perpetual succession by its corporate name unless a limited period of duration is

stated in its articles of incorporation;

(b) To sue and be sued, complain and defend, in its corporate name;

(c) To have a corporate seal which may be altered at pleasure and to use the same by causing

it, or a facsimile thereof, to be impressed of affixed in any other manner reproduced;

(d) To purchase, take, receive, lease, take by gift or bequest or otherwise acquire, own, hold,

improve, use, and otherwise deal in and with, real or personal property, or any interest therein,

wherever situated;

(e) To sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of all

or any part of its property and assets;

(f) To lend money to and otherwise assist its employees other than its officers and directors;

(g) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use,

employ, sell, mortgage, loan, pledge, or otherwise dispose of, and otherwise use and deal in

and with, shares or other interests in, or obligations of, corporations, whether or not

incorporated under this Chapter and whether for profit or not for profit, associations,

partnerships, or individuals, or direct or indirect obligation of the United States, or of any

other government, state, territory, governmental district, or municipality or of any

instrumentality thereof or any tribe;

(h) To make contracts and incur liabilities, borrow money at such rates of interest as the

corporation may determine, issue its notes, bonds, and other obligations, and secure any

of its obligations by mortgage or pledge of all or any of its property, franchise and income;

(i) To lend money for its corporate purposes, invest and reinvest its funds, and take and hold

real and personal property as security for the payment of funds so loaned or invested;

(j) To conduct its affairs, carry on its operations, hold property, and have offices and exercise

the powers granted by this Chapter;

(k) To elect or appoint officers and agents of the corporation, and define their duties and fix

their compensation;

(l) To make and alter by-laws, not inconsistent with its articles of incorporation or with the

laws, ordinances, and regulations of the Colville Confederated Tribes and the United States,

for the administration and regulation of the affairs of the corporation; and

(m) Unless otherwise provided in the articles of incorporation, to make donations for the

public welfare or for religious, charitable, scientific research, or educational purposes, or

for other purposes for which the corporation is organized.

(a) In a proceeding by a member or a director against the corporation to enjoin the doing of

any act, or the transfer of real or personal property by or to the corporation. If the act or

transfer sought to be enjoined is being, or is to be, performed pursuant to any contract to

which the corporation is a party, the Court may, if all of the parties to the contract are parties

to the proceeding and if it deems the same to be equitable, set aside and enjoin the

performance of such contract, as the case may be, compensation for the loss or damages

sustained by either of them which may result from the action of the Court in setting aside

and enjoining the performance of the contract shall not be awarded by the Court as a loss or

damages sustained;

(b) In a proceeding by the corporation, whether acting directly or through a receiver, trustee,

or other legal representative, or through members in a representative suit, against the

incumbent or former officers or trustee of the corporation; and

(c) In a proceeding by the Tribal Secretary as provided in this Chapter, to dissolve the

corporation or in a proceeding by the Tribal Secretary to enjoin the corporation from the

transaction of authorized acts.

(a) Shall not contain any word or phrase which indicates or implies that it is organized for

any purpose other than one or more of the purposes contained in its articles of incorporation;

and

(b) Shall not be the same as, or deceptively similar to the name of any corporation, whether

for profit or not for profit organized under this Chapter or any other code or resolution of the

Tribes to transact business or conduct affairs in the reservation.

(a) A registered office; and

(b) A registered agent.

(a) The registered agent appointed by a corporation as provided in this Chapter shall be an

agent of such corporation upon whom a process, notice, or demand required or permitted by

law to be served upon the corporation may be served.

(b) Whenever a corporation shall fail to appoint or maintain a registered agent in this

reservation or whenever its registered agent cannot, with reasonable diligence, be found

at the registered office, then the Tribal Secretary shall be an agent of such corporation upon

whom any such process, notice, or demand shall be made by delivering to and leaving with

them, or with any clerk having charge of their office, duplicate copies of such process, notice

or demand. In the event that any such process, notice or demand is served on the Tribal

Secretary, he shall immediately cause one of such copies thereof to be forwarded by registered

or certified mail, addressed to the corporation at its registered office.

(c) The Tribal Secretary shall keep a record of all processes, notices, and demands served

upon them under this section, and shall keep a record therein the time of such service and

their action with respect thereto.

(d) Nothing herein contained shall limit or affect the right to serve any process, notice or

demand required or permitted by law to be served upon a corporation in any other manner

now or hereafter permitted by law.

(a) Meetings of members may be held at such place within or without the reservation as

may be provided in the by-laws or, where not inconsistent with the by-laws, in the notice

of the meeting.

(b) An annual meeting of the members shall be held at such time as may be provided in the

by-laws. Failure to hold the annual meeting at the designated time shall not work a forfeiture

or dissolution of the corporation.

(c) Special meetings of the members may be called by the president, the secretary, the board

of directors, or by such other officers or persons or number or proportion of members as may

be provided in the articles of incorporation or the by-laws. In the absence of a provision

fixing the number or proportion of members entitled to call a meeting, a special meeting of

members may be called by members having at least one-twentieth (1/20) of the votes to the

cast at such meeting.

(a) Members shall not be entitled to vote except as the right to vote shall be conferred by the

articles of incorporation.

(b) A member may vote in person, or unless the articles of incorporation or the by-laws

otherwise provide, may vote by proxy executed in writing by the member or his duly

authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the

date of its execution, unless otherwise provided in the proxy. Where the articles of

incorporation or the by-laws so provide, voting on all matters including the election of

directors or officers where they are to be elected by the members may be conducted by

mail.

(c) The articles of incorporation or the by-laws may provide that in all elections for directors

every member entitled to vote shall have the right to cumulate his vote and to give one

candidate a number of votes equal to his vote multiplied by the number of directors to be

elected or by distributing such votes on the same principle among any number of such

candidates.

(d) If a corporation has no members or if the members have no right to vote, the directors shall

have the sole voting power and shall have all of the authority and may take any action herein

permitted by members.

(a) The by-laws may provide the number or percentage of members entitled to vote

represented in person or by proxy, or the number or percentage of votes represented in person

or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any

such provisions, members having at least one-tenth (1/10) of the votes entitled to be cast by

the members present or represented by proxy at a meeting at which a quorum is present, shall

be necessary for the adoption of any matter voted upon by the members, unless a greater

proportion is required by this Chapter, the articles of incorporation or the by-laws.

(b) Unless otherwise provided by the articles of incorporation or the by-laws, the members

present at a duly organized meeting may continue to do business until adjournment

notwithstanding the withdrawal of enough members to leave less than a quorum.

(c) If a meeting cannot be organized because a quorum has not attended, those present may

adjourn the meeting from time to time until a quorum is present, when any business may be

transacted that may have been transacted at the meeting as originally called.

(a) The number of directors of a corporation shall be not less than three. Subject to such

limitation, the number of directors shall be fixed by the by-laws, except as to the number of

the first board of directors, which number shall be fixed by the articles of incorporation. The

number of directors may be increased or decreased from time to time by amendment to the by-

laws unless the articles of incorporation provide that a change in the number of directors shall

be made only by amendment of the articles of incorporation. No decrease in number shall

have the effect of shortening the term of any incumbent director. In the absence of a by-law

fixing the number of directors, the number shall be the same as that stated in the articles of

incorporation.

(b) The names and addresses of the members of the first board of directors shall be stated in

the articles of incorporation. Such persons shall hold office until the first annual election of

directors or for such period as may be specified in the articles of incorporation or the by-laws.

Thereafter, directors shall be elected or appointed in the manner and for the terms provided in

the articles of incorporation or the by-laws. In the absence of a provision fixing the term of

office, the term of office of a director shall be one (1) year.

(c) Directors may be divided into classes; the terms of office of the several classes need

not be uniform. Each director shall hold office for the term for which he is elected or

appointed and until his successor shall have been elected or appointed and qualified,

exception the case of ex officio directors.

(d) A director may be removed from office pursuant to any procedure therefore provided

in the articles of incorporation or the by-laws, and if none be provided, may be removed at a

meeting called expressly for that purpose, with or without cause, by such vote as would

suffice for his election.

(a) The officers of a corporation shall consist of a president, a secretary, and a treasurer,

and may include one or more vice-presidents, and such other officers and assistant officers as

may be deemed necessary, each of whom shall be elected or appointed at such time and in

such manner and for such terms not exceeding three (3) years as may be prescribed in the

articles of incorporation or the by-laws. In the absence of any such provision, all officers shall

be elected or appointed annually by the board of directors. If the by-laws so provide, any two

or more offices may be held by the same person, except the offices of president and secretary.

(b) The articles of incorporation or the by-laws may provide that any one or more officers

of the corporation or other organizations shall be ex officio members of the board of directors.

(c) The officers of a corporation may be designated by such other titles as may be provided in

the articles of incorporation or the by-laws.

(d) All officers and agents of the corporation, as between themselves and the corporation,

shall have such authority and perform such duties in the management of the property and

affairs of the corporation as may be determined re resolution of the board of directors not

inconsistent with the by-laws.

(a) The articles of incorporation shall set forth:

(b) It shall not be necessary to set forth in the articles of incorporation any of the corporate

powers enumerated in this Chapter.

(c) Unless the articles of incorporation provide that a change in the number of directors shall

be made only by amendment to the articles of incorporation, a change in the number of

directors made by amendment to the by-laws shall be controlling. Whenever a provision of

the articles of incorporation is inconsistent with the by-law, the provision of the articles of

incorporation shall be controlling.

(a) Duplicate originals of the articles of incorporation shall be delivered to the Tribal

Secretary. The Tribal Secretary may by regulation set fees for filing articles and other filings

under this Chapter.

(b) If the Tribal Secretary finds that the articles of incorporation conform to law, they shall,

when all fees and charges have been paid as under this Chapter prescribed:

(a) After the issuance of the certificate of incorporation, an organization meeting of the board

of directors named in the articles of incorporation shall be held within the reservation at the

call of a majority of the directors so named for the purpose of adopting by-laws, (unless the

power to adopt by-laws has been reserved by the articles of incorporation to the members, in

which event the by-laws shall be adopted by the members), electing officers, and the

transaction of such other business as may come before the meeting. The directors calling the

meeting shall give at least five (5) days notice thereof by mail to each director so named;

which notice shall state the time and place of the meeting; provided, however, that if all the

directors shall waive notice in writing and fix a time and place for said organization meeting,

no notice shall be required of such meeting.

(b) A first meeting of the members may be held at the call of the directors, or a majority of

them, upon at least five (5) days notice, for such purposes as shall be stated in the notice of

the meeting.

(a) Where there are members having voting rights, the board of directors shall adopt a

resolution setting forth the proposed amendment and directing that it is to be submitted to

a vote at a meeting of members having voting rights, which may be either an annual or a

special meeting;

(b) Written or printed notice setting forth the proposed amendment or a summary of the

changes to be affected thereby shall be given to each member entitled to vote at such meeting

within the time and in the manner provided in this Chapter for the giving of notice of meetings

of members. If the meeting is an annual meeting, the proposed amendment or such summary

shall be included in the notice of such annual meeting;

(c) The proposed amendment shall be adopted upon receiving the affirmative vote of at least

two-thirds (2/3) of the votes entitled to be cast by members present or represented by proxy at

such meeting;

(d) Where there are no members, or no members having voting rights, an amendment shall be

adopted at a meeting of the board of directors upon receiving the vote of a majority of the

directors in office; and

(e) Any number of amendments may be submitted and voted upon at any one meeting.

(a) The name of the corporation;

(b) The amendment so adopted;

(c) Where there are members having voting rights;

(d) Where there are no members, or no members having voting rights, a statement of such

fact, the date of the meeting of the board of directors at which the amendment was adopted,

and a statement of the fact that such amendment received the vote of a majority of the

directors in office.

(a) Duplicate originals of the articles of amendment shall be delivered to the Tribal Secretary.

(b) If the Tribal Secretary finds that the articles of amendment conform to law, they shall,

when all fees and charges have been paid as in this Chapter prescribed:

(a) Upon the issuance of the certificate of amendment, the amendment shall become effective

and the articles of incorporation shall be deemed to be amended accordingly.

(b) No amendment shall affect any existing cause of action in favor of or against such

corporation, or any pending suit to which such corporation shall be a party, or existing

rights of persons other than members; and, in the event the corporate name shall be changed

by amendment, no suit brought by or against such corporation under its former name shall

abate for that reason.

(a) Where there are members having voting rights, the board of directors shall adopt a

resolution recommending that the corporation be dissolved and directing that the question

of such dissolution be submitted to a vote at a meeting of members having voting rights,

which may be either an annual meeting or a special meeting. Written or printed notice stating

that the purpose, or one of the purposes, of such meeting is to consider the advisability of

dissolving the corporation, shall be given to each member entitled to vote at such meeting,

within the time frame and in the manner provided in this Chapter, for the giving of notice of

meetings to members. A resolution to dissolve the corporation shall be adopted upon

receiving at least two-thirds (2/3) of the votes entitled to be cast by members present or

represented by proxy at such meetings;

(b) Where there are no members, or no members having voting rights, the dissolution of the

corporation shall be authorized at a meeting of the board of directors upon the adoption of a

resolution to dissolve by the vote of a majority of the directors in office; and

(c) Upon adoption of such resolution by the members, or by the board of directors where there

are no members or members with voting rights, the corporation shall cease to conduct its

affairs except insofar as may be necessary for the winding up thereof; shall immediately cause

a notice of the proposed dissolution to be mailed to each known creditor of the corporation

and shall proceed to collect its assets and apply and distribute them as provided in this

Chapter.

(a) All liabilities and obligations of the corporation shall be paid, satisfied, and discharged, or

adequate provisions shall be made therefor;

(b) Assets held by the corporation upon condition requiring return, transfer, or conveyance,

which condition occurs by reason of the dissolution, shall be returned, transferred, or

conveyed in accordance with such requirements;

(c) Assets received and held by the corporation subject to limitations, permitting their use

only for charitable, religious, missionary, benevolent, educational, or similar purposes, but not

held upon a condition requiring return, transfer, or conveyance by reason of the dissolution,

shall be transferred, or conveyed to one or more domestic or foreign corporations, societies, or

organizations engaged in activities substantially similar to those of the dissolving corporation,

pursuant to a plan of distribution adopted as provided in this Chapter;

(d) Other assets, if any, shall be distributed in accordance with the provisions of the articles of

incorporation or the by-laws to the extent that the articles of incorporation or by-laws

determine the distributive rights of members, or any class or classes of members, or provide

for distribution to others; and

(e) Any remaining assets may be distributed to such persons, societies, organizations, or

domestic or foreign corporations, whether for profit or not for profit, as may be specified

if a plan of distribution is adopted as provided in this Chapter.

(a) Where there are members having voting rights the board of directors shall adopt a

resolution recommending that the voluntary dissolution proceedings be revoked, and

directing that the question of such revocation be submitted to a vote at the meeting of

members having voting rights, which may be either an annual or special meeting. Written

or printed notice stating that the purpose, or one of the purposes of such meeting is to consider

the advisability of revoking the voluntary dissolution proceedings, shall be given to each

member entitled to vote at such a meeting within the time and in the manner provided in this

Chapter for the giving of notice of meetings of members. A resolution to revoke the voluntary

dissolution proceedings shall be adopted upon receiving at least two-thirds (2/3) of the votes

entitled to be cast by members present or represented by proxy at such meeting;

(b) Where there are no members, or no members having voting rights, a resolution to revoke

the voluntary dissolution proceeding shall be adopted at a meeting of the board of directors

upon receiving the vote of a majority of the directors in office; and

(c) Upon adoption of such resolution by the members, or by the board of directors, where

there are no members or no members with voting rights, the corporation may there upon again

conduct its affairs. If the articles of dissolution have been delivered to the Tribal Secretary,

notice of such revocation shall be given to them in writing.

(a) The name of the corporation;

(b) Where there are members having voting rights;

(c) Where there are no members, or no members having voting rights, a statement of such

fact, the date of the meeting of the board of directors at which the resolution to dissolve

received the vote of a majority of the directors in office;

(d) That all debts, liabilities, and obligations of the corporation have been paid and discharged

or that adequate provision has been made therefor;

(e) That all the remaining property and assets of the corporation have been transferred,

conveyed, or distributed in accordance with the provisions of this Chapter; and

(f) That there are no suits pending against the corporation in any Court, or that adequate

provisions have been made for the satisfaction of any judgement, order, or decree which

may be entered against it in any pending suit.

(a) Duplicate originals of such articles of dissolution shall be delivered to the Tribal Secretary.

(b) If the Tribal Secretary finds that such articles of dissolution conform to law, he shall, when

all fees and charges have been paid as in this Chapter prescribed:

(c) Upon the issuance of such certificate of dissolution, the existence of the corporation shall

cease, except for the purpose of suits, other proceedings, and appropriate corporate action by

members, directors, and officers as provided in this Chapter.

(a) A corporation may be dissolved involuntarily by a decree of the Court in an action

instituted by the Tribal Secretary in the name of the Colville Confederated Tribes, when it

is made to appear to the Court that:

(b) At least thirty (30) days before any action for the involuntary dissolution of a corporation

shall be filed by the Tribal Secretary, he shall notify the corporation by certified or registered

mail addressed to such corporation at its registered office, a notice of their intention to file

such suit and the reasons therefor. If, before action is filed, the corporation shall submit

satisfactory evidence that said franchise was not procured through fraud or that the

corporation has not exceeded or abused such authority or shall appoint or maintain a

registered agent as provided in this Chapter, or deliver to the Tribal Secretary, the required

statement of change or registered agent, the Tribal Secretary shall not file an action against

such a corporation for such cause. If, after action is filed, for a reason stated in paragraph 3 or

4 of the preceding subsection the corporation shall, as the case may be, appoint or maintain a

registered agent as provided in this Chapter, or shall deliver to the Tribal Secretary, the

required statement of change of registered agent, and shall pay the costs of such action, the

action for such cause shall abate.

(a) In any action by a member or director when it is made to appear:

(b) In an action by a creditor:

(c) Upon application by a corporation to have its dissolution continued under the supervision

of the Court;

(d) When an action has been commenced by the Tribal Secretary to dissolve a corporation and

it is made to appear that liquidation of its affairs should precede the entry of a decree of

dissolution;

(e) It shall not be necessary to make directors or members parties to any such action or

proceeding unless relief is sought against them personally.

(a) In proceedings to liquidate the assets and affairs of a corporation, the Court shall have the

power to issue injunctions, to appoint receivers pendente lite, with such powers and duties

as the Court, from time to time may direct, and to take such other proceedings as may be

requisite to preserve the corporate assets wherever situated, and carry on its affairs of the

corporation until a full hearing can be had.

(b) After a hearing had upon such notice as the Court may direct to be given to all parties to

the proceedings and to any other parties in interest designated by the Court, the Court may

appoint a liquidating receiver or receivers with authority to collect the assets of the

corporation. Such liquidating receiver or receivers shall have authority subject to the

order of the Court, to sell, convey and dispose of all or any part of the assets of the

corporation wherever situated, either at public or private sale. The order appointing such

liquidating receiver or receivers shall state their powers and duties. Such power and duties

may be increased or diminished at any time during the proceedings.

(c) The assets of the corporation of the proceeds resulting from a sale, conveyance, or other

disposition thereof shall be applied and distributed as follows:

(d) The Court shall have power to allow, from time to time, as expenses of the liquidation,

compensation to the receiver or receivers and to attorney in the proceeding, and to direct the

payment thereof out of the assets of the corporation or the proceeds of any sale of disposition

of such assets.

(e) A receiver of a corporation appointed under the provisions of this section shall have

authority to sue and defend in all Courts in his own name as receiver of such corporation.

The Court appointing such receiver shall, for the purposes of this Chapter have exclusive

jurisdiction of the corporation and its property, wherever situated.

(a) Each domestic corporation shall prepare an annual report setting forth:

(b) Such annual report shall be made on forms prescribed and furnished by the Tribal

Secretary and the information therein contained shall be given as of the date of the

execution of the report. It shall be executed by the corporation; by its president, a vice-

president, secretary, or assistant secretary, treasurer, or assistant treasurer, or if the

corporation is in the hands of a receiver or receivers, or trustee, it shall be executed by

such receiver, receivers, or trustee.

(a) Filing articles of incorporation and issuing a certificate of incorporation, $100.00;

(b) Filing articles of amendment and issuing a certificate of amendment, $100.00;

(c) Filing a statement of change of address of registered office or change of registered agent,

or both, $25.00;

(d) Filing articles of dissolution, $100.00;

(e) Filing a statement of election to accept this Chapter and issuing certificate of acceptance,

$25.00;

(f) Filing any other statement or report, including an annual report of a domestic or foreign

corporation, $15.00;

(g) Indexing each document filed, except an annual report, $5.00;

(h) Furnishing a certified copy of any document, instrument, or paper relating to a corporation,

$5.00, plus per page cost;

(i) Furnishing a certificate as to the existence of a fact relating to a corporation, $10.00.