8.30.230 Liquidation procedure.
(a) In proceedings to liquidate the assets and affairs of a corporation, the Court will have the power to issue injunctions and appoint receivers having such powers and duties as the Court, from time to time, may direct; and to take any other necessary action as may be required to preserve the corporate assets wherever situated, and carry on corporate business until a hearing can be had.
(b) Following a hearing upon such notice to all necessary parties and parties in interest as the Court may direct, the Court may appoint a liquidating receiver or receivers to collect the assets of the corporation. The receiver(s) shall have authority to sell, convey and dispose of all, or any part of, the assets of the corporation, wherever located, either at public or private sale. The order appointing the receiver(s) shall state their powers and duties. Their power and duties may be increased or diminished at any time during the proceedings.
(c) Proceeds from the sale, conveyance, or other disposition of corporate assets shall be applied and distributed as follows:
(1) Costs and expenses of the Court proceedings; and all liabilities and obligations of the corporation shall be paid, satisfied, and discharged; then
(2) Assets held by the corporation upon conditions requiring return, transfer, or conveyance, which conditions occur by reason of dissolution or liquidation, shall be returned, transferred, or conveyed in accordance with such requirements; then
(3) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution or liquidation, shall be transferred or conveyed to one or more societies or organizations engaged in activities substantially similar to those of the dissolving corporation, as the Court may direct.
(d) Other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or bylaws to the extent that the articles or bylaws determine the distributive rights of the members or any class or classes of members, or provide for distribution to others.
(e) Any remaining assets may be distributed to such persons, societies, organizations, or domestic or foreign corporations, whether for profit or nonspecified in the plan of distribution, as the Court may direct.
(f) The Court shall have power to allow, from time to time, as expenses of the liquidation, compensation to the receiver(s) and to attorney(s) in the proceeding; and to direct payment out of either the corporate assets or the proceeds of any sale or disposition of such assets.
(g) A receiver appointed pursuant to this section shall have authority to sue and defend in all courts in his/her 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.
(h) The Court may require all creditors of the corporation to file with either the Clerk of Court or receiver, in such form as the Court may prescribe, proofs under oath of their respective claims. It shall fix a date which shall be not less than four months from the date of the order, as the last day for the filing of claims; and shall dictate the form of the notice to be given to creditors and claimants by the date so fixed. Prior to the date so fixed, the Court may extend the time for the filing of claims. Creditors and claimants failing to file proofs or claims on or before the date so fixed may be barred, by order of the Court, from participating in the distribution of the assets of the corporation.
(i) Liquidation of corporate assets and the winding up of corporate business affairs may be discontinued at any time during liquidation proceedings upon proof that good cause for liquidation no longer exists. The Court shall then dismiss the proceedings, and direct the receiver(s) to redeliver to the corporation all its remaining property and assets.
(j) When the costs and expenses of such proceedings and all debts, obligations, and liabilities of the corporation have been paid and discharged; and all of its remaining property and assets are insufficient to satisfy and discharge remaining costs, expenses, debts, and obligations; and all the remaining property and assets have been applied to the greatest extent toward payment; the Court shall enter a decree dissolving the corporation, whereupon the existence of the corporation shall cease.
(k) Where the Court enters a decree of dissolution, it shall be the duty of the Clerk of Court to deliver a certified copy of the decree to the Clerk of the Tribal Court or his/her designee. The Clerk or his/her designee shall file same without assessment of a filing fee.
(l) Following the voluntary or involuntary dissolution of a nonprofit corporation, the portion of the assets distributable to any persons who are either unknown, or cannot be found; or who are under disability and there is no person legally competent to receive such distributive portion; the assets shall be reduced to cash and be deposited into an Individual Indian Account. Monies held in the account shall be paid over to such person, or to his/her legal representative, upon proof satisfactory to the Court of his rights thereto. [Ord. 18 Part VI § 23, adopted, 10/7/2008.]