Title 24 - Commercial Law

Chapter 1. General Provisions and Definitions

Subchapter A. General Provisions

Sec. 101. Scope
Sec. 102. Purposes: Rules of Construction; Variation by Agreement
Sec. 103. Supplementary General Principles of Law Applicable
Sec. 104. Remedies to Be Liberally Administered

Subchapter B. General Definitions

Sec. 111. General Definitions.

Chapter 2. Sales

Sec. 201. Applicable Codes.
Sec. 202. Effective Date.

Chapter 3. Commercial Paper

Sec. 301. Applicable Codes.
Sec. 302. Effective Date.

Chapter 4. Bank Deposits and Collections

Sec. 401. Applicable Codes.
Sec. 402. Effective Date.

Chapter 5. Letters of Credit

Sec. 501. Applicable Codes.
Sec. 502. Effective Date.

Chapter 6. Bulk Transfers

Sec. 601. Applicable Codes.
Sec. 602. Effective Date.

Chapter 7. Warehouse Receipts, Bills of Lading and other Documents of Title

Sec. 701. Applicable Codes.
Sec. 702. Effective Date.

Chapter 8. Repossession of Personal Property

Sec. 801. Scope.
Sec. 802. Self-help repossession forbidden.
Sec. 803. Submission to Jurisdiction.
Sec. 804. Action for Repossession.
Sec. 805. Hearing on action.
Sec. 806. Disposal of property.
Sec. 807. Emergency repossessions.
Sec. 808. Governing procedures.
Sec. 809. Civil liability.

Chapter 9. Secured Transactions; Sales of Accounts and Chattel Paper

Sec. 901. Applicable Codes.
Sec. 902. Effective Date.

Chapter 10. Nonprofit Corporations

Sec. 1001. Scope.
Sec. 1002. Permissible Purposes.
Sec. 1003. Definitions.
Sec. 1004. General Powers.
Sec. 1005. Defense of Ultra Vires.
Sec. 1006. Corporate Name.
Sec. 1007. Registered Office and Registered Agent.
Sec. 1008. Registered Agent as an Agent for Service.
Sec. 1009. Members.
Sec. 1010. Meetings of Members.
Sec. 1011. Notice of Members Meeting.
Sec. 1012. Voting.
Sec. 1013. Quorum.
Sec. 1014. Board of Directors.
Sec. 1015. Number, Election, Classification and Removal of Directors.
Sec. 1016. Vacancies.
Sec. 1017. Quorum of Directors.
Sec. 1018. Committees.
Sec. 1019. Place and Notice of Directors' Meetings.
Sec. 1020. Officers.
Sec. 1021. Removal of Officers.
Sec. 1022. Books and Records.
Sec. 1023. Shares of Stock and Dividends Prohibited.
Sec. 1024. Loans to Directors and Officers.
Sec. 1025. Incorporators.
Sec. 1026. Articles of Incorporation.
Sec. 1027. Filing of Articles of Incorporation.
Sec. 1028. Effect of Issuance of Certificate of Incorporation.
Sec. 1029. By-laws.
Sec. 1030. Organizational Meeting.
Sec. 1031. Right to Amend Articles of Incorporation.
Sec. 1032. Procedure to Amend Articles of Incorporation.
Sec. 1033. Articles of Amendment.
Sec. 1034. Filing of Articles of Amendment.
Sec. 1035. Effect of Certificate of Amendment.
Sec. 1036. Voluntary Dissolution.
Sec. 1037. Distribution of Assets.
Sec. 1038. Plan for Distribution.
Sec. 1039. Revocation of Voluntary Dissolution Proceedings.
Sec. 1040. Articles of Dissolution.
Sec. 1041. Filing of Articles of Dissolution.
Sec. 1042. Involuntary Dissolution.
Sec. 1043. Jurisdiction of Court to Liquidate Assets and Affairs of Corporation.
Sec. 1044. Procedure in Liquidation of Corporation by Court.
Sec. 1045. Qualification of Receivers.
Sec. 1046. Filing of Claims in Liquidation Proceedings.
Sec. 1047. Discontinuance of Liquidation Proceedings.
Sec. 1048. Decree of Involuntary Dissolution.
Sec. 1049. Filing of Decree of Dissolution.
Sec. 1050. Deposits with Tribal Secretary/Accountant.
Sec. 1051. Survival of Remedy after Dissolution.
Sec. 1052. Annual Report of Corporations.
Sec. 1053. Filing of Annual Report of Corporation.
Sec. 1054. Penalties Imposed Upon Corporations.
Sec. 1055. Fees for Filing Documents and Issuing Certificates.
Sec. 1056. Certificate and Certified Copies to be Received in Evidence.
Sec. 1057. Forms to be Furnished by the Tribal Secretary/Accountant.
Sec. 1058. Greater Voting Requirements.
Sec. 1059. Waiver of Notice.
Sec. 1060. Action by Members or Directors without a Meeting.
Sec. 1061. Effect of Invalidity of Part of this Chapter.
Sec. 1062. Reservation of Power.
Sec. 1063. Unauthorized Assumption of Corporate Powers.

Chapter 11. Corporations

Sec. 1101. Citation
Sec. 1102. Definitions.

Supchapter A. Application

Sec. 1103. Reserved.
Sec. 1104. Reservation of right.
Sec. 1105. Corporations wholly owned by Tribe
Sec. 1106. Sovereign immunity of Tribe not waived

Subchapter B. Incorporation; Articles

Sec. 1107. Purposes.
Sec. 1108. Incorporators.
Sec. 1109. Articles.
Sec. 1110. Corporate name.
Sec. 1111. Reserved name
Sec. 1112. Registered office; registered agent
Sec. 1113. Change of registered office or registered agent; change of name of registered agent.
Sec. 1114. Amendment of articles
Sec. 1115. Procedure for amendment before issuance of shares
Sec. 1116. Procedure for amendment after issuance of shares
Sec. 1117. Class or series voting on amendments
Sec. 1118. Articles of amendment
Sec. 1119. Effect of amendment
Sec. 1120. Filing articles
Sec. 1121. Effective date of articles
Sec. 1122. Presumption; certificate of incorporation

Subchapter C. Powers

Sec. 1123. Powers
Sec. 1124. Corporate seal
Sec. 1125. Effect of lack of power; ultra vires

Subchapter D. Organization; By-Laws

Sec. 1126. Organization
Sec. 1127. Bylaws

Subchapter E. Board

Sec. 1128. Board
Sec. 1129. Number
Sec. 1130. Qualifications; election
Sec. 1131. Terms
Sec. 1132. Acts not void or voidable
Sec. 1133. Compensation
Sec. 1134. Classification of directors
Sec. 1135. Cumulative voting for directors
Sec. 1136. Resignation
Sec. 1137. Removal of directors
Sec. 1138. Vacancies
Sec. 1139. Board meetings
Sec. 1140. Absent directors
Sec. 1141. Quorum
Sec. 1142. Act of the board
Sec. 1143. Action without meeting
Sec. 1144. Committees
Sec. 1145. Standard of conduct
Sec. 1146. Director conflicts of interest

Subchapter F. Officers

Sec. 1147 Officers required
Sec. 1148. Duties of required officers
Sec. 1149. Other officers
Sec. 1150. Multiple offices
Sec. 1151. Officers deemed elected
Sec. 1152. Contract rights
Sec. 1153. Resignation; removal; vacancies
Sec. 1154. Delegation
Sec. 1155. Standard of conduct

Subchapter G. Shares; Shareholders

Sec. 1156. Authorized shares
Sec. 1157. Share dividends, divisions, and combinations
Sec. 1158. Subscriptions for shares
Sec. 1159. Consideration for shares; value and payment; liability
Sec. 1160. Rights to purchase
Sec. 1161. Preemptive rights
Sec. 1162. Share certificates; issuance and contents; uncertified shares
Sec. 1163. Lost share certificates; replacement
Sec. 1164. Fractional shares
Sec. 1165. Liability of subscribers and shareholders with respect to shares
Sec. 1166. Restriction on transfer or registration of securities
Sec. 1167. Regular meetings of shareholders
Sec. 1168. Special meetings of shareholders
Sec. 1169. Notice
Sec. 1170. Electronic communications
Sec. 1171. Act of the shareholders
Sec. 1172. Action without a meeting
Sec. 1173. Quorum
Sec. 1174. Voting rights
Sec. 1175. Voting of shares by organizations and legal representatives
Sec. 1176. Proxies
Sec. 1177. Voting trusts
Sec. 1178. Shareholder voting agreements
Sec. 1179. Shareholder control agreements
Sec. 1180. Books and records; inspection
Sec. 1181. Financial statements
Sec. 1182. Equitable remedies
Sec. 1183. Rights of dissenting shareholders
Sec. 1184. Procedures for asserting dissenters' rights

Subchapter H. Loans; Obligations; Distribution

Sec. 1185. Loans; guarantees; suretyship
Sec. 1186. Advances
Sec. 1187. Indemnification
Sec. 1188. Distributions
Sec. 1189. Power to acquire shares
Sec. 1190. Liability of shareholders for illegal distributions
Sec. 1191. Liability of directors for illegal distributions

Subchapter I. Merger, Exchange, Transfer

Sec. 1192 Merger, exchange, transfer
Sec. 1193. Plan of merger or exchange
Sec. 1194. Plan approval
Sec. 1195. Articles of merger or exchange; certificate
Sec. 1196. Merger of subsidiary
Sec. 1197. Abandonment
Sec. 1198. Effective date of merger or exchange; effect
Sec. 1199. Merger or exchange with foreign corporation
Sec. 11100. Transfer of assets; when permitted

Subchapter J. Dissolution

Sec. 11101. Methods of dissolution
Sec. 11102. Voluntary dissolution by incorporators
Sec. 11103. Voluntary dissolution by shareholders
Sec. 11104. Filing notice of intent to dissolve; effect
Sec. 11105. Procedure in dissolution
Sec. 11106. Dissolution procedure for corporations that give notice to creditors and claimants
Sec. 11107. Dissolution procedure for corporations that do not give notice
Sec. 11108. Revocation of dissolution proceedings
Sec. 11109. Effective date of dissolution; certificate
Sec. 11110. Supervised voluntary dissolution
Sec. 11111. Judicial intervention; equitable remedies or dissolution
Sec. 11112. Procedure in involuntary or supervised voluntary dissolution
Sec. 11113. Qualifications of receivers; powers
Sec. 11114. Action by Tribal Executive Board
Sec. 11115. Filing claims in proceedings to dissolve
Sec. 11116. Discontinuance of dissolution proceedings
Sec. 11117. Decree of dissolution
Sec. 11118. Filing decree
Sec. 11119. Deposit with Tribal Treasurer of amount due certain shareholders
Sec. 11120. Claims barred; exceptions
Sec. 11121. Right to sue or defend after dissolution
Sec. 11122. Omitted assets

Subchapter K. Extension

Sec. 11123. Extension after duration expired
Sec. 11124. Effect of extension

Subchapter L. Corporate Registration

Sec. 11125. Fort Peck Tribal corporate registration

Subchapter M. Actions Against Corporations

Sec. 11126. Service of process on corporation
Sec. 11127. Court action; remedies and penalties

Subchapter N. Corporations Wholly Owned by Tribe

Sec. 11128. Scope
Sec. 11129. Application
Sec. 11130. Special powers, privileges and immunities of corporations wholly owned by the Tribe
Sec. 11131. Board
Sec. 11132. Shares in corporations wholly owned by the Tribe; shareholders; voting
Sec. 11133. Liability of Tribe as shareholder
Sec. 11134. Shareholder meetings
Sec. 11135. Assets, distribution of income
Sec. 11136. Voluntary dissolution by incorporators

Subchapter O. Effective Date and Authority

Sec. 11137. Severability; effect of invalidity of part of this Code
Sec. 11138. Effective date
Sec. 11139. Authority
Sec. 11140. No impairment of contracts

Chapter 12. Commercial Code

Section 1201. Purposes Of The LLC Act; Rule Construction
Section 1202. Definitions
Section 1203. Name
Section 1204. Reservation of Name
Section 1205. Registered Office and Registered Agent
Section 1206. Purpose Of A Limited Liability Company
Section 1207. Powers
Section 1208. Effect of Operating Agreement Nonwaivable Provisions
Section 1209. Formation
Section 1210. Articles of Organization
Section 1211. Amendment of Articles of Organization Restatement
Section 1212. Execution of Documents
Section 1213. Filing With Secretary
Section 1214. Effect of Delivery or Filing of Articles of Organization
Section 1215. Annual Report for Secretary
Section 1216. Administration Dissolution Rules
Section 1217. Reinstatement of Dissolved Limited Liability Company
Section 1218. Fees for Filing, Copying, and Services
Section 1219. License Fee
Section 1220. Correcting Filed Record
Section 1221. Certificate of Existence or Authority
Section 1222. Liability for False Statement in Filed Record
Section 1223. Filing by Judicial Act
Section 1224. Knowledge and Notice
Section 1225. Agency Power of Members and Managers
Section 1226. Admission of Members and Managers
Section 1227. Limited Liability Company Liability for Members or Managers Conduct
Section 1228. Management and Voting
Section 1229. General Standards of Members and Managers Conduct
Section 1230. Records and Information
Section 1231. Action by Members
Section 1232. Continuation of Term Company After Expiration of Specified Term
Section 1233. Contributions to Capital
Section 1234. Liability for Contribution
Section 1235. Sharing of Profits and Losses
Section 1236. Members and Managers Rights to Payments and Reimbursement
Section 1237. Sharing of Distributions
Section 1238. Distribution in Kind
Section 1239. Distributions
Section 1240. Liability Upon Wrongful Distribution
Section 1241. Right to Distribution
Section 1242. Ownership of Limited Liability Company Property
Section 1243. Transfer of Real Property
Section 1244. Nature of Distributional Interest
Section 1245. Rights of Judgment Creditor
Section 1246. Transfer of Distributional Interest Rights of Transferee
Section 1247. Events Causing Members Dissociation
Section 1248. Members Power to Dissociate Wrongful Dissociation
Section 1249. Effect of Members Dissociation
Section 1250. Company Purchase of Distributional Interest
Section 1251. Court Action to Determine Fair Value of Distributional Interest
Section 1252. Dissociated Members Power to Bind Limited Liability Company
Section 1253. Statement of Dissociation
Section 1254. Dissolution
Section 1255. Judicial Dissolution
Section 1256. Winding Up
Section 1257. Agency Power and Liability of Members or Managers After Dissolution
Section 1258. Distribution of Assets
Section 1259. Articles of Termination
Section 1260. Known Claims Against Dissolved or Terminated Limited Liability Companies
Section 1261. Unknown Claims Against Dissolved or Terminated Limited Liability Companies
Section 1262. Involuntary Dissolution Procedure
Section 1263. Reinstatement Following Administrative Dissolution
Section 1264. Appeal From Denial of Reinstatement
Section 1265. Authority to Transact Business Required
Section 1266. Consequences of Transacting Business Without Authority
Section 1267. Application for Certificate of Authority
Section 1268. Registered Office and Registered Agent of Foreign Limited Liability Company
Section 1269. Resignation of Registered Agent of Foreign Limited Liability Company
Section 1270. Change of Registered Office or Registered Agent of Foreign Limited Liability Company
Section 1271. Amended Certificate of Authority
Section 1272. Effect of Certificate of Authority
Section 1273. Name
Section 1274. Withdrawal of Foreign Limited Liability Company
Section 1275. Grounds for Revocation
Section 1276. Procedure for and Effect of Revocation
Section 1277. Appeal from Revocation
Section 1278. Admission of Foreign Professional Limited Liability Companies Application Revocation
Section 1279. Suits By and Against Limited Liability Company
Section 1280. Service of Process
Section 1281. Derivative Actions Proper Plaintiff Pleading Expenses
Section 1282. Purposes of Professional Limited Liability Company
Section 1283. Professional Limited Liability Company Name
Section 1284. Professional Limited Liability Company Managers
Section 1285. Membership in Professional Limited Liability Company
Section 1286. Rendering Services
Section 1287. Responsibility for Services
Section 1288. Relationship to Clients and Patients