43 U.S.C. § 1629b — Procedures for considering amendments

Page 489 TITLE 43—PUBLIC LANDS § 1629b (Pub. L. 92–203, § 34, as added Pub. L. 99–96, § 1, Sept. 25, 1985, 99 Stat. 460; amended Pub. L. 103–437, § 16(a)(5), Nov. 2, 1994, 108 Stat. 4594.) Editorial Notes AMENDMENTS 1994—Subsec. (j). Pub. L. 103–437 substituted ‘‘Natural Resources’’ for ‘‘Interior and Insular Affairs’’ before ‘‘of the House’’. § 1629a. Relinquishment by NANA Regional Cor- poration, Inc., of lands compact and contig- uous to public lands in Cape Krusenstern Na- tional Monument (a) Terms and conditions The terms and conditions of this section are solely applicable to the lands described in para- graph A(1) of the Agreement, which is defined by section 1629(a)(1) of this title and modified by section 1629 of this title, and shall not affect the relinquishment by NANA described in section B(1) of such Agreement. (b) Conveyance of lands to United States NANA Regional Corporation, Inc. (‘‘NANA’’), may convey by quit-claim deed to the United States all of its interest in the surface and sub- surface estate in any lands described in sub- section (a) of this section: Provided, however, That NANA can relinquish only lands that are compact and contiguous to other public lands within the Krusenstern National Monument and, if the lands to be relinquished have been dis- turbed by NANA, the Secretary must first deter- mine that such disturbance has not rendered the lands incompatible with Monument values. Whenever NANA executes a quit-claim deed pur- suant to this section, it shall be entitled to des- ignate and have conveyed to it any lands outside the boundaries of the Cape Krusenstern National Monument and any other conservation system unit, as established and defined by the Alaska National Interest Lands Conservation Act (Pub- lic Law 96–487; 94 Stat. 2371, et seq.), covered by any of its pending selection applications filed under the entitlement provisions of either sec- tion 1611(b), 1611(c) or 1613(h)(8) of this title. Lands conveyed to NANA pursuant to this sub- section shall be of a like estate and equal in acreage to that conveyed by NANA to the United States. The lands conveyed to NANA pursuant to this subsection shall be in exchange for the lands conveyed by NANA to the United States and there shall be no change in the charges previously made to NANA’s land enti- tlements with respect to the lands conveyed by NANA to the United States. Lands received by NANA pursuant to this subsection are Settle- ment Act lands. (c) Relinquishment of interests under filed selec- tion applications NANA may relinquish any interest it has under selection applications filed pursuant to this chapter in the surface and subsurface estate in lands described in subsection (a) of this sec- tion by formally withdrawing such application pursuant to this section: Provided, however, That NANA can relinquish only interests in lands that are compact and contiguous to other public lands within the Krusenstern National Monu- ment and, if the lands have been disturbed by NANA, the Secretary must first determine that such disturbance has not rendered the lands in- compatible with Monument values. Whenever NANA formally withdraws a selection applica- tion pursuant to this section, it shall be entitled to designate and have conveyed to it lands out- side the boundaries of Cape Krusenstern Na- tional Monument and any other conservation system unit, as established and defined by the Alaska National Interest Lands Conservation Act (Public Law 96–487; 94 Stat. 2371, et seq.) pursuant to any of its pending selection applica- tions filed under either section 1611(b), 1611(c) or 1613(h)(8) of this title. Lands conveyed to NANA under this subsection shall be of a like estate and equal in acreage to the interest which NANA relinquished, and when the lands are con- veyed to NANA, the conveyance shall be charged against the same entitlement of NANA as if the lands had been conveyed pursuant to the relin- quished selection applications. Lands received by NANA pursuant to this subsection are Settle- ment Act lands. (d) Termination date The provisions of this section shall remain in effect only until December 18, 1991. (e) Effect on NANA’s selection rights or entitle- ment to lands Nothing in this section shall be deemed to alter or amend in any way NANA’s selection rights or to increase or diminish NANA’s total entitlement to lands pursuant to this chapter. (Pub. L. 92–203, § 35, as added Pub. L. 99–96, § 1, Sept. 25, 1985, 99 Stat. 462.) Editorial Notes REFERENCES IN TEXT The Alaska National Interest Lands Conservation Act, referred to in subsecs. (b) and (c), is Pub. L. 96–487, Dec. 2, 1980, 94 Stat. 2371. For complete classification of this Act to the Code, see Short Title note set out under section 3101 of Title 16, Conservation, and Tables. § 1629b. Procedures for considering amendments and resolutions (a) Coverage Notwithstanding any provision of the articles of incorporation and bylaws of a Native Corpora- tion or of the laws of the State, except those re- lated to proxy statements and solicitations that are not inconsistent with this section— (1) an amendment to the articles of incorpo- ration of a Native Corporation authorized by subsections (g) and (h) of section 1606 of this title, subsection (d)(1)(B) of this section, or section 1629c of this title; (2) a resolution authorized by section 1629d(a)(2) of this title; (3) a resolution to establish a Settlement Trust; or (4) a resolution to convey all or substan- tially all of the assets of a Native Corporation to a Settlement Trust pursuant to section 1629e(a)(1) of this title; shall be considered in accordance with the provi- sions of this section. Page 490 TITLE 43—PUBLIC LANDS § 1629b (b) Basic procedure (1) An amendment or resolution described in subsection (a) may be approved by the board of directors of a Native Corporation in accordance with its bylaws. If the board approves the amendment or resolution, it shall direct that the amendment or resolution be submitted to a vote of the shareholders at the next annual meeting or at a special meeting (if the board, at its discretion, schedules such special meeting). One or more such amendments or resolutions may be submitted to the shareholders and voted upon at one meeting. (2)(A) A written notice (including a proxy statement if required under applicable law), set- ting forth the amendment or resolution ap- proved pursuant to paragraph (1) (and, at the discretion of the board, a summary of the changes to be effected) together with any amendment or resolution submitted pursuant to subsection (c) and the statements described therein shall be sent, not less than fifty days nor more than sixty days prior to the meeting of the shareholders, by first-class mail or hand-deliv- ered to each shareholder of record entitled to vote at his or her address as it appears in the records of the Native Corporation. The corpora- tion may also communicate with its share- holders at any time and in any manner author- ized by the laws of the State. (B) The board of directors may, but shall not be required to, appraise or otherwise determine the value of— (i) land conveyed to the corporation pursu- ant to section 1613(h)(1) of this title or any other land used as a cemetery; (ii) the surface estate of land that is both— (I) exempt from real estate taxation pursu- ant to section 1636(d)(1)(A) of this title; and (II) used by the shareholders of the cor- poration for subsistence uses (as defined in section 3113 of title 16); or (iii) land or interest in land which the board of directors believes to be only of speculative value; in connection with any communication made to the shareholders pursuant to this subsection. (C) If the board of directors determines, for quorum purposes or otherwise, that a pre- viously-noticed meeting must be postponed or adjourned, it may, by giving notice to the share- holders, set a new date for such meeting not more than forty-five days later than the original date without sending the shareholders a new written notice (or a new summary of changes to be effected). If the new date is more than forty- five days later than the original date, however, a new written notice (and a new summary of changes to be effected if such a summary was originally sent pursuant to subparagraph (A)), shall be sent or delivered to shareholders not less than thirty days nor more than forty-five days prior to the new date. (c) Shareholder petitions (1)(A) With respect to an amendment author- ized by section 1606(g)(1)(B) of this title or section 1629c(b) of this title or an amendment authorizing the issuance of stock subject to the restrictions provided by section 1606(g)(2)(B)(iii) of this title, the holders of shares representing at least 25 per centum of the total voting power of a Native Corporation may petition the board of directors to submit such amendment to a vote of the shareholders in accordance with the pro- visions of this section. (B) The requirements of the laws of the State relating to the solicitation of proxies shall gov- ern solicitation of signatures for a petition de- scribed in subparagraph (A) except that the re- quirements of Federal law shall govern the so- licitation of signatures for a petition that is to be submitted to a Native Corporation which at the time of such submission has issued a class of equity securities registered pursuant to the Se- curities Exchange Act of 1934 [15 U.S.C. 78a et seq.]. If a petition meets the applicable solicita- tion requirements and— (i) the board agrees with such petition, the board shall submit the amendment and either the proponents’ statement or its own state- ment in support of the amendment to the shareholders for a vote, or (ii) the board disagrees with the petition for any reason, the board shall submit the amend- ment and the proponents’ statement to the shareholders for a vote and may, at its discre- tion, submit an opposing statement or an al- ternative amendment. (2) Paragraph (1) shall not apply to a Native Corporation that on or before the date one year after February 3, 1988, elects application of sec- tion 1629c(d) of this title in lieu of section 1629c(b) of this title. Until December 18, 1991, paragraph (1) shall not apply to a Native Cor- poration that elects application of section 1629c(c) of this title in lieu of section 1629c(b) of this title. Insofar as they are not inconsistent with this section, the laws of the State shall govern any shareholder right of petition for Na- tive Corporations. (d) Voting standards (1) Except as otherwise set forth in subsection (d)(3) of this section, an amendment or resolu- tion described in subsection (a) shall be consid- ered to be approved by the shareholders of a Na- tive Corporation if it receives the affirmative vote of shares representing— (A) a majority of the total voting power of the corporation, or (B) a level of the total voting power of the corporation greater than a majority (but not greater than two-thirds of the total voting power of the corporation) if the corporation establishes such a level by an amendment to its articles of incorporation. (2) A Native Corporation in amending its arti- cles of incorporation pursuant to section 1606(g)(2) of this title to authorize the issuance of a new class or series of stock may provide that a majority (or more than a majority) of the shares of such class or series must vote in favor of an amendment or resolution described in sub- section (a) (other than an amendment author- ized by section 1629c of this title) in order for such amendment or resolution to be approved. (3) A resolution described in subsection (a)(3) or an amendment to articles of incorporation under section 1606(g)(1)(B) of this title shall be Page 491 TITLE 43—PUBLIC LANDS § 1629c considered to be approved by the shareholders of a Native Corporation if it receives the affirma- tive vote of shares representing— (A) a majority of the shares present or rep- resented by proxy at the meeting relating to the resolution or amendment to articles of in- corporation; or (B) an amount of shares greater than a ma- jority of the shares present or represented by proxy at the meeting relating to the resolu- tion or amendment to articles of incorpora- tion (but not greater than two-thirds of the total voting power of the corporation) if the corporation establishes such a level by an amendment to its articles of incorporation. (e) Voting power For the purposes of this section, the deter- mination of total voting power of a Native Cor- poration shall include all outstanding shares of stock that carry voting rights except shares that are not permitted to vote on the amend- ment or resolution in question because of re- strictions in the articles of incorporation of the corporation. (f) Substantially all of the assets For purposes of this section and section 1629e of this title, a Native Corporation shall be con- sidered to be transferring all or substantially all of its assets to a Settlement Trust only if such assets represent two-thirds or more of the fair market value of the Native Corporation’s total assets. (Pub. L. 92–203, § 36, as added Pub. L. 100–241, § 7, Feb. 3, 1988, 101 Stat. 1795; amended Pub. L. 108–7, div. F, title III, § 337(a), Feb. 20, 2003, 117 Stat. 278; Pub. L. 109–179, § 1, Mar. 13, 2006, 120 Stat. 283; Pub. L. 109–221, title I, § 101(a), May 12, 2006, 120 Stat. 336.) Editorial Notes REFERENCES IN TEXT The Securities Exchange Act of 1934, referred to in subsec. (c)(1)(B), is act June 6, 1934, ch. 404, 48 Stat. 881, which is classified principally to chapter 2B (§ 78a et seq.) of Title 15, Commerce and Trade. For complete classification of this Act to the Code, see section 78a of Title 15 and Tables. AMENDMENTS 2006—Pub. L. 109–221, § 101(a)(1), made technical cor- rections to the directory language of Pub. L. 108–7, § 337(a). See 2003 Amendment notes below. Subsec. (d). Pub. L. 109–179, § 1, redesignated par. (d)(3) as par. (3), and in that par. as so redesignated, substituted ‘‘or an amendment to articles of incorpora- tion under section 1606(g)(1)(B) of this title’’ for ‘‘of this section’’ in introductory provisions, ‘‘the resolution or amendment to articles of incorporation; or’’ for ‘‘such resolution, or’’ in subpar. (A), and ‘‘the resolution or amendment to articles of incorporation’’ for ‘‘such res- olution’’ in subpar. (B). Subsec. (f). Pub. L. 109–221, § 101(a)(2), made technical amendment to reference in original act which appears in text as reference to section 1629e of this title. 2003—Subsec. (d)(1). Pub. L. 108–7, § 337(a)(1), as amended by Pub. L. 109–221, § 101(a)(1)(A), substituted ‘‘Except as otherwise set forth in subsection (d)(3) of this section, an’’ for ‘‘An’’. Subsec. (d)(d)(3). Pub. L. 108–7, § 337(a)(2), as amended by Pub. L. 109–221, § 101(a)(1)(A), (B), added par. (d)(3) to subsec. (d). Subsec. (f). Pub. L. 108–7, § 337(a)(3), as amended by Pub. L. 109–221, § 101(a)(1)(A), (C), added subsec. (f). Statutory Notes and Related Subsidiaries EFFECTIVE DATE OF 2006 AMENDMENT Pub. L. 109–221, title I, § 101(c), May 12, 2006, 120 Stat. 337, provided that: ‘‘The amendments made by this sec- tion [amending this section and section 1629e of this title] take effect on February 20, 2003.’’ § 1629c. Duration of alienability restrictions (a) General rule Alienability restrictions shall continue until terminated in accordance with the procedures established by this section. No such termination shall take effect until after July 16, 1993: Pro- vided, however, That this prohibition shall not apply to a Native Corporation whose board of di- rectors approves, no later than March 1, 1992, a resolution (certified by the corporate secretary of such corporation) electing to decline the ap- plication of such prohibition. (b) Opt-out procedure (1)(A) A Native Corporation may amend its ar- ticles of incorporation to terminate alienability restrictions in accordance with this subsection. Only one amendment to terminate alienability restrictions shall be considered and voted on prior to December 18, 1991. Rejection of the amendment shall not preclude consideration prior to December 18, 1991, of subsequent amend- ments to terminate alienability restrictions. (B) If an amendment to terminate alienability restrictions is considered, voted on, and rejected prior to December 18, 1991, then subsequent amendments to terminate alienability restric- tions after December 18, 1991, shall be considered and voted on— (i) in the case of an amendment submitted by the board of directors of the corporation on its own motion, not earlier than five years after the rejection of the most recently re- jected amendment to terminate restrictions; or (ii) in the case of an amendment submitted by the board of directors of the corporation pursuant to a shareholder petition, not earlier than two years after the rejection of the most recently rejected amendment to terminate re- strictions. (C) If no amendment to terminate alienability restrictions is considered and voted on prior to December 18, 1991, then amendments to termi- nate alienability restrictions after December 18, 1991, shall be considered and voted on— (i) in the case of an amendment submitted by the board of directors of the corporation on its own motion, not more than once every five years; or (ii) in the case of an amendment submitted by the board of directors of the corporation pursuant to a shareholder petition, not more than once every two years. (2) An amendment authorized by paragraph (1) shall specify the time of termination, either by establishing a date certain or by describing the specific event upon which alienability restric- tions shall terminate.