expected to benefit, directly or indirectly, the guarantor corporation shall be binding in respect
to the issue of benefit to the guarantor corporation;
10. To invest its surplus funds from time to time and to lend money for its corporate purposes, and
to take and hold real and personal property as security for the payment of funds so invested or
loaned;
11. To conduct its business, carry on its operations, and have offices and exercise the powers
granted by this Code within and without the Reservation and to exercise in any reservation,
state, territory, district, or possession of the United States, or in any foreign country, the powers
granted by this Code, subject to the laws of such reservation, state, territory, district, or
possession of the United States, or such foreign country;
12. To elect or appoint officers and agents of the corporation, and to define their duties and fix their
compensation;
13. To make and alter Bylaws, not inconsistent with its Articles of Incorporation or with the laws of
the Tribe, for the administration and regulation of the affairs of the corporation;
14. To make contributions to charitable organizations;
15. To cease its corporate activities and surrender its corporate franchise;
16. To have and exercise all powers necessary or convenient to effect any or all of the purposes for
which the corporation is formed; and
17. To adopt provisions in its Articles of Incorporation or Bylaws providing for the indemnification of
officers and directors, provided that any such provision shall not provide for any indemnification
delated to matters as to which any such director or officer shall be adjudged to be liable for
negligence, misconduct, or nonfeasance in the performance of duty.
ARTICLE VI
SHARES
The aggregate number of shares which this Corporation shall have authority to issue is _________________
(_________________) shares of common stock with ________________ Dollar ($______________) par
value per share.
ARTICLE VII
REPORTS BY BOARD OF DIRECTORS
This Corporation shall keep and maintain accurate books, records and minutes of proceedings by its Board of
Directors; accurate financial records and copies of its annual reports for the past 5 years. The Board of
Directors shall prepare a written annual report of its corporate affairs which shall contain a statement of the
corporation’s current assets and liabilities; a summary of significant events affecting corporate business
affairs during the past 12 months; and a projection of next year’s business activities.
ARTICLE VIII
DISTRIBUTIONS
The Board of Directors of a corporation may declare and the corporation may make distributions to its
shareholders, subject to the restrictions by the Articles of Incorporation and the limitations in subsection (b)
of this section. No distribution may be made if, after giving it effect this Corporation would not be able to
pay its debts as they become due in the usual course of business or this Corporation’s total assets would be
less than the sum of its total liabilities plus, unless these Articles of Incorporation permit otherwise, the
amount that would be needed if the corporation were to be dissolved at the time of the distribution, to
satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those
receiving the distribution.
ARTICLE IX
REGISTERED AGENT
The registered agent of this Corporation and the street address of the registered office of this Corporation
are as follows:
331
Revised Spokane Law & Order Code, 5/14/2013