29.01.040 Definitions

In this Title:

(a) Address. "Address" means mailing address, including a zip code. In the case of a registered office or principal executive office, the term means the mailing address and the actual office location which shall not be a post office box.

(b) Articles. "Articles" means, in the case of a corporation incorporated under or governed by this Title, articles of incorporation, articles of amendment, a resolution of election to become governed by this Title, a statement of change of registered office, registered agent, or name of registered agent, a statement establishing or fixing the rights and preferences of a class or series of shares, a statement of cancellation of authorized shares, articles of merger, articles of abandonment, and articles of dissolution. In the case of a foreign corporation, the term includes all documents serving a similar function required to be filed with the Tribal Secretary or other officer of the Tribe or delegated to a an authorized Department of the Tribe.

(c) Board. "Board" means the board of directors of a corporation.

(d) Court. "Court" means the Turtle Mountain Band of Chippewa Indians Tribal Court.

(e) Director. "Director" means a member of the Board.

(f) Distribution. "Distribution" means a direct or indirect transfer of money or other property, other than its own shares, with or without consideration or an incurrence or issuance of indebtedness, by a corporation to any of its shareholders in respect of its shares. A distribution may be in the form of a dividend or a distribution in liquidation, or as consideration for the purchase, redemption, or other acquisition of its shares, or otherwise.

(g) Filed with the Tribal Secretary/Treasurer. "Filed with the Tribal Secretary/Treasurer" means that an original of a document meeting the applicable requirements of this Title, signed and accompanied by a filing fee of $50.00, has been delivered to the Tribal Secretary/Treasurer of the Tribe on the Reservation. The Tribal Secretary/Treasurer shall endorse on the original the word "Filed" and the month, day, year, and time of filing, record the document in the office of the Tribal Secretary, and return the document to the person who delivered it for filing.

(h) Foreign corporations. "Foreign corporations" means a corporation organized for profit that is incorporated under another sovereign's laws, not the laws of the Turtle Mountain Band of Chippewa Indians.

(i) For-Profit Corporation. "For Profit Corporation" means a corporation of which the income is distributable for the benefit of the shareholders and owners, and whose assets, upon dissolution, are distributable to the shareholders and owners.

(j) Good faith. "Good faith" means honesty in fact in the conduct of the act or transaction concerned, faithfulness to the duties of the office or position, professional conduct which meets the standards of the professions standards, and an absence of intent to defraud or seek unconscionable advantage.

(k) Intentionally. "Intentionally" means that the person referred to either has a purpose to do or fail to perform the act or cause the result specified or believes that the act or failure to act, if successful, will cause that result. A person "intentionally" violates a law if the person intentionally does the act or causes the result prohibited by the law, or if the person intentionally fails to do the act or cause the result required by the law, even though the person may not know of the existence or constitutionality of the law or the scope or meaning of the terms used in the law.

(l) Joint Venture. "Joint Venture" means a business dealing or undertaking by two or more persons or two or more business with a defined project which shall have four elements: 1.) an express or implied agreement; 2.) a common purpose that the group intends to carry out; 3.) shared profits and losses; and 4.) each member's equal voice in controlling the project.

(m) Know; knowledge. A person "knows" or has "knowledge" of a fact when the person has actual knowledge of it. A person does not "know" or "have knowledge" of a fact merely because the person has reason to know of the fact.

(n) Legal representative. "Legal representative" means a person empowered to act for another person, including, but not limited to, an agent, officer, partner, or associate of, an organization; a trustee of a trust; a personal representative; an executor of a will; an administrator of an estate; a trustee in bankruptcy; and a receiver, guardian, custodian, or conservator of the person or estate of a person.

(o) Non-Profit Corporation. "Non-Profit Corporation" means a corporation in which no part of the income of the corporation is distributable to any person by reason of that person's status as a member, director, officer or employee, except for reasonable wages for work performed, and whose assets, upon dissolution, are distributable to the shareholders and owners, and organized for a public purpose.

(p) Non-Stock Corporation. "Non-Stock Corporation" means a corporation that does not issue shares or stock constituting ownership but is owned by members in accordance with its charter or other written agreement

(q) Notice. "Notice" is given by a shareholder of a corporation to the corporation or an officer of the corporation when in writing and mailed or delivered to the corporation or the officer at the registered office or principal executive office of the corporation. In all other cases, "notice" is given to a person when mailed to the person at an address designated by the person or at the last known address of the person, or when communicated to the person orally, or when handed to the person, or when left at the office of the person with a clerk or other person in charge of the office, or if there is no one in charge, when left in a conspicuous place in the office, or if the office is closed or the person to be notified has no office, when left at the dwelling house or usual place of abode of the person with some person of suitable age and discretion then residing therein. Notice by mail is given when deposited in the United States mail with sufficient postage affixed. Notice is deemed received when it is given.

(r) Private Corporation. "Private Corporation" means any corporation formed by private citizens or private business organizations under the laws of the Tribe who avail themselves to the jurisdiction of the Tribe's courts, either enrolled members or otherwise citizens of the Tribe. A private Corporation is not owned by the Tribe, but the organizers.

(s) Officer. "Officer" means a person elected, appointed, or otherwise designated as an officer by the board, and any other person deemed elected by the Board of Directors.

(t) Organization. "Organization" means a tribal or foreign corporation, foreign limited liability company, limited partnership, joint venture, association, business trust, estate, trust, enterprise, and any other legal or commercial entity.

(u) Parent. "Parent" of a specified corporation means a corporation that directly, or indirectly through related corporations, owns more than 50 percent of the voting power of the shares entitled to vote for directors of the specified corporation.

(v) Person. "Person" includes a natural person and an organization.

(w) Principal executive office. "Principal executive office" means an office where the elected or appointed chief executive officer of a corporation has an office. If the corporation has no elected or appointed chief executive officer, "principal executive office" means the registered office of the corporation.

(x) Registered office. "Registered office" means the place designated in the articles of a corporation as the registered office of the corporation.

(y) Related corporation. "Related corporation" of a specified corporation means a parent or subsidiary of the specified corporation or another subsidiary of a parent of the specified corporation.

(z) Reservation. "Reservation" means the reservation of the Tribe as is now or hereafter may be recognized by the Secretary of the Interior of the United States of America.

(aa) Security. "Security" means any note; stock; treasury stock; bond; debenture; evidence of indebtedness; certificate of interest or participation in any profit sharing agreement; collateral trust certificate; pre-organization certificate or subscription; transferable shares; investment contract; investment metal contract or investment gem contract; voting trust certificate; certificate of deposit for a security; certificate of interest or participation in an oil, gas or mining right, title or lease or in payments out of production under the right, title or lease; or in general, any interest or instrument commonly known as security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. "Security" does not include any insurance or endowment policy or annuity contract under which an insurance company promises to pay money either in a lump sum or periodically for life or for some other specified period.

(bb) Share. "Share" means one of the units, however designated, into which the shareholders proprietary interests in a corporation are divided.

(cc) Shareholder. "Shareholder" means a person registered on the books or records of a corporation or its transfer agent or registrar as the owner of whole or fractional shares of the corporation.

(dd) Signed. "Signed" means that the signature of a person has been written on a document and, with respect to a document required by this Code "to be filed with the Tribal Secretary," means that the document has been signed by a person authorized to do so by this Code, the articles or bylaws, or a resolution approved by the affirmative vote of the required proportion or number of the directors or the holders of the required proportion or number of the voting power of the shares present and entitled to vote. A signature on a document not required by this Code to be filed with the Tribal Secretary may be a facsimile affixed, engraved, printed, placed, stamped with indelible ink, or in any other manner reproduced on the document.

(ee) Subsidiary. "Subsidiary" of a specified corporation means a corporation having more than 50 percent of the voting power of its shares entitled to vote for directors owned directly, or indirectly through related corporations, by the specified corporation.

(ff) Territory. "Territory" means the geographical area that the Turtle Mountain Band of Chippewa Indians exercises jurisdiction over.

(gg) "Tribal Business." "Tribal Business" is any business owned and operated by the Turtle Mountain Band of Chippewa in which the Tribe has an interest, this includes, but is not limited to, a casino doing business for the Tribe with a Doing Business As name, a corporation, Joint venture, or limited liability company.

(hh) Tribal Corporation. "Tribal Corporation" includes any entity created and owned by the Tribe for economic or governmental purposes. These corporations are owned by the Tribe and their assets and operation are subject to the Tribe's laws, regulations, and policies. Tribal Corporations shall not be filed with the State of North Dakota in any manner unless it is operating as a foreign corporation within the State of North Dakota. There shall be three types of Tribal Corporations:

(1) A for profit public corporation held and controlled by the Tribe designed to create profit for the Tribe's benefit with the issuance of shares or stock;

(2) A for profit non-stock corporation held and controlled by a Board specifically delegated with the authority to manage the affairs of the corporation. All for profit non-stock corporations shall create profit solely to benefit the Tribe, reinvest in the community, and sustain and grow itself for these purposes. The terms of Board members shall be specifically enumerated in the formation documents;

(3) A non-profit corporation held by the Tribe with control delegated to a Board or Commission by law and specifically appointed by the Tribe to manage control of the non-profit corporation's assets.

(ii) Tribal Council. "Tribal Council" means the Tribal Council of the Turtle Mountain Band of Chippewa Indians Tribe.

(jj) Tribal Secretary. "Tribal Secretary" means the Tribal Secretary/Treasurer for the Turtle Mountain Band of Chippewa Indians Tribal Council.

(kk) Tribe. "Tribe" means the Turtle Mountain Band of Chippewa Indians.

(ll) Trust land. "Trust land" means land held in trust by the United States government for the benefit of the Tribe.