(a) If the articles of incorporation of a corporation formed under the Yurok Tribe Business Corporations Code expressly provide that this section shall apply to the corporation, the executor or administrator of the estate of any deceased shareholder shall, subject to any directions in the deceased shareholder’s last will and testament, have the right to require the corporation to elect either to purchase all shares of the deceased, or to be dissolved.

(b) A modification of the provisions in this section shall be valid if it is set forth or referred to in the articles of incorporation.

(c) Any amendment to the articles of incorporation to provide that either this section shall apply, or to delete or modify the provisions of this section, shall be approved by consensus of the shareholders within each class of shares affected by the proposed deletion or modification, whether or not they are otherwise entitled to vote thereon. If the corporation has no shareholders at the time of the proposed amendment, the amendment may be passed by consensus of all the subscribers, or incorporators.

(d) A person exercising rights under this section shall, within six months following the date of death of the beneficial owner of the shares at issue, deliver written notice to the corporation’s registered office specifying:

(e) Within 20 days following the date of receipt of the notice, the president of the corporation shall call a special meeting of shareholders, which shall be held not more than 40 days after the call, for the purpose of determining whether to offer to purchase the shares.

(f) Approval of the action to offer to purchase the shares shall be by affirmative vote of the majority of shareholders entitled to vote, excluding shares covered by the notice.

(g) Subject to the consent of all shareholders entitled to vote for approval, the corporation may allocate some, or all, of the shares to one or more shareholders; or to other persons. But if the corporation has more than one class of shares, the remaining holders of the class of shares being offered for sale shall have the exclusive first option to purchase the shares that are not purchased by the corporation in proportion to their shareholdings, or in such proportion as shall be agreeable to those desiring to purchase.

(h) Written notice either of any offer to purchase approved by the shareholders, or that no offer to purchase was approved, shall be dispatched by way of mail or personal delivery to the person exercising his/her rights under this section within 75 days following delivery of the notice soliciting the offer to purchase.

(i) Any offer to purchase shall be accompanied by copies of the corporation’s balance sheets as of the end of, and profit and loss statements for, the two accounting years preceding the offer, and any available interim balance sheet and profit and loss statement.

(j) The price and other terms for purchasing shares of a transferring shareholder by the corporation or remaining shareholders that are fixed, or are to be determined pursuant to provisions in the articles of incorporation, the bylaws, or written shareholder agreement, shall be binding; except that, in the event of a default in any payment due, the person exercising his/her rights under this section shall have the right to petition for dissolution of the corporation. Any offer to purchase shall be accepted or rejected in writing within 15 days.

(k) If an offer to purchase is rejected, or if no offer to purchase is made, the person exercising rights under this section may commence an action in the Tribal Court.

(l) The jurisdiction of the Tribal Court shall be plenary and exclusive.

(m) The corporation shall be made a party defendant in such action and shall, at its expense, give notice of the commencement of the action to all shareholders and such other persons as the Court may direct.

(n) The Court shall have the discretion to determine the fair market value of the shares of the person exercising rights under this section; and shall enter an order requiring the corporation to purchase the shares at the fair market value so established or give such person the right to demand dissolution.

(o) Upon petition of the corporation, the Court may modify its order of payment if it finds that the changed financial or legal ability of the corporation, or other purchasers of the shares, to complete the purchase justifies a modification.

(p) Any person making a payment in order to prevent or cure any default by any purchaser shall be entitled to recover the excess payment from the party in default.

(q) If the corporation, or other purchaser, fails to make any payment specified in the Court order within 30 days following the due date for such payment, the Court shall, upon petition of the person to whom the payment is due, and absent a showing of good cause by the corporation, enter an order dissolving the corporation.

(r) If the fair market value of the shares, as determined by the Court, does not materially exceed the last offer made by the corporation prior to commencement of the action; and the Court finds that the failure of the person exercising rights under this section to accept the corporation’s last offer was arbitrary and capricious, or not otherwise in good faith, the Court may assess all, or a portion, of the costs and expenses of the action against such person.

(s) If the fair market value of the shares, as determined by the Court, materially exceeds the amount of the last offer made by the corporation prior to the time a petition was filed, and the Court finds that the corporation’s last offer was not made in good faith, the Court may assess all, or a portion, of the costs and expenses of the action against the corporation.

(t) Expenses assessable under subsections (r) and (s) of this section shall include: reasonable compensation for, and reasonable expenses of, any appraisers appointed by the Court; and the reasonable fees and expenses of counsel for and experts employed by any party.

(u) Except as provided in subsections (r) and (s) of this section, legal costs of an action filed shall be assessed on an equal basis between the corporation and any party exercising rights under this section. All other fees and expenses shall be borne by the party incurring the fees and expenses.

(v) Any shareholder may waive his/her personal and his/her estate’s and heirs’ rights under this section by submitting a signed, written waiver to the corporation’s principal place of business.

(w) This section shall not be construed to prohibit any other agreement not prohibited by law that provides for the purchase of shares of the corporation, nor shall it prevent a shareholder from enforcing any other remedy he or she may have at law, or in equity. [Ord. 18 Part II § 21, adopted, 10/7/2008.]