43 U.S.C. § 1606 — Regional Corporations

Page 440 TITLE 43—PUBLIC LANDS § 1606 (1) $462,500,000 from the general fund of the Treasury, which are authorized to be appro- priated according to the following schedule: (A) $12,500,000 during the fiscal year in which this chapter becomes effective; (B) $50,000,000 during the second fiscal year; (C) $70,000,000 during each of the third, fourth, and fifth fiscal years; (D) $40,000,000 during the period beginning July 1, 1976, and ending September 30, 1976; and (E) $30,000,000 during each of the next five fiscal years, for transfer to the Alaska Na- tive Fund in the fourth quarter of each fiscal year. (2) Four percent interest per annum, which is authorized to be appropriated, on any amount authorized to be appropriated by this paragraph that is not appropriated within six months after the fiscal year in which payable. (3) $500,000,000 pursuant to the revenue shar- ing provisions of section 1608 of this title. (b) Prohibition of expenditures for propaganda or political campaigns; misdemeanor; penalty None of the funds paid or distributed pursuant to this section to any of the Regional and Vil- lage Corporations established pursuant to this chapter shall be expended, donated, or otherwise used for the purpose of carrying on propaganda, or intervening in (including the publishing and distributing of statements) any political cam- paign on behalf of any candidate for public of- fice. Any person who willfully violates the fore- going provision shall be guilty of a misdemeanor and, upon conviction thereof, shall be fined not more than $1,000 or imprisoned not more than twelve months, or both. (c) Distribution of Fund moneys among orga- nized Regional Corporations; basis as rel- ative number of Native enrollees in each re- gion; reserve for payment of attorney and other fees; retention of share in Fund until organization of corporation After completion of the roll prepared pursuant to section 1604 of this title, all money in the Fund, except money reserved as provided in sec- tion 1619 of this title for the payment of attor- ney and other fees, shall be distributed at the end of each three months of the fiscal year among the Regional Corporations organized pur- suant to section 1606 of this title on the basis of the relative numbers of Natives enrolled in each region. The share of a Regional Corporation that has not been organized shall be retained in the Fund until the Regional Corporation is orga- nized. (Pub. L. 92–203, § 6, Dec. 18, 1971, 85 Stat. 690; Pub. L. 94–273, § 38, Apr. 21, 1976, 90 Stat. 380.) Editorial Notes AMENDMENTS 1976—Subsec. (a)(1)(D). Pub. L. 94–273 substituted ‘‘pe- riod beginning July 1, 1976, and ending September 30, 1976; and’’ for ‘‘the sixth fiscal year; and’’. Subsec. (a)(1)(E). Pub. L. 94–273 inserted provision re- lating to transfer to the Alaska Native Fund. Statutory Notes and Related Subsidiaries DEPOSITS INTO AND DISTRIBUTIONS FROM ALASKA NA- TIVE FUND; TIME REQUIREMENTS; INCLUSION OF PRE- VIOUSLY EARNED INTEREST Pub. L. 96–487, title XIV, § 1414, Dec. 2, 1980, 94 Stat. 2498, provided that: ‘‘(a) Moneys appropriated for deposit in the Alaska Native Fund for the fiscal year following the enact- ment of this Act [Dec. 2, 1980], shall, for the purposes of section 5 of Public Law 94–204 [set out below] only, be deposited into the Alaska Native Fund on the first day of the fiscal year for which the moneys are appro- priated, and shall be distributed at the end of the first quarter of the fiscal year in accordance with section 6(c) of the Alaska Native Claims Settlement Act [sub- sec. (c) of this section] notwithstanding any other pro- vision of law. ‘‘(b) For the fiscal year in which this Act is enacted [fiscal year 1981], the money appropriated shall be de- posited within 10 days of enactment [Dec. 2, 1980], un- less it has already been deposited in accordance with existing law, and shall be distributed no later than the end of the quarter following the quarter in which the money is deposited: Provided, That if the money is al- ready deposited at the time of enactment of this Act, it must be distributed at the end of the quarter in which this Act is enacted. ‘‘(c) Notwithstanding section 38 of the Fiscal Year Adjustment Act [section 38 of Pub. L. 94–273, which amended this section] or any other provisions of law, interest earned from the investment of appropriations made pursuant to the Act of July 31, 1976 (Public Law 94–373; 90 Stat. 1051) [not classified to the Code], and de- posited in the Alaska Native Fund on or after October 1, 1976, shall be deposited in the Alaska Native Fund within thirty days after enactment of this Act [Dec. 2, 1980] and shall be distributed as required by section 6(c) of the Alaska Native Claims Settlement Act [subsec. (c) of this section].’’ ALASKA NATIVE FUND VIEWED AS TRUST FOR INDIAN TRIBES FOR PURPOSES OF INTEREST AND INVESTMENT Pub. L. 94–204, § 5, Jan. 2, 1976, 89 Stat. 1147, provided that: ‘‘For purposes of the first section of the Act of February 12, 1929 (45 Stat. 1164), as amended [section 161a of Title 25, Indians], and the first section of the Act of June 24, 1938 (52 Stat. 1037) [section 162a of Title 25], the Alaska Native Fund shall, pending distribu- tions under section 6(c) of the Settlement Act [subsec. (c) of this section] be considered to consist of funds held in trust by the Government of the United States for the benefit of Indian tribes: Provided, That nothing in this section shall be construed to create or termi- nate any trust relationship between the United States and any corporation or individual entitled to receive benefits under the Settlement Act [this chapter].’’ § 1606. Regional Corporations (a) Division of Alaska into twelve geographic re- gions; common heritage and common inter- est of region; area of region commensurate with operations of Native association; bound- ary disputes, arbitration For purposes of this chapter, the State of Alaska shall be divided by the Secretary within one year after December 18, 1971, into twelve ge- ographic regions, with each region composed as far as practicable of Natives having a common heritage and sharing common interests. In the absence of good cause shown to the contrary, such regions shall approximate the areas cov- ered by the operations of the following existing Native associations: (1) Arctic Slope Native Association (Barrow, Point Hope); Page 441 TITLE 43—PUBLIC LANDS § 1606 (2) Bering Straits Association (Seward Pe- ninsula, Unalakleet, Saint Lawrence Island); (3) Northwest Alaska Native Association (Kotzebue); (4) Association of Village Council Presidents (southwest coast, all villages in the Bethel area, including all villages on the Lower Yukon River and the Lower Kuskokwim River); (5) Tanana Chiefs’ Conference (Koyukuk, Middle and Upper Yukon Rivers, Upper Kuskokwim, Tanana River); (6) Cook Inlet Association (Kenai, Tyonek, Eklutna, Iliamna); (7) Bristol Bay Native Association (Dillingham, Upper Alaska Peninsula); (8) Aleut League (Aleutian Islands, Pribilof Islands and that part of the Alaska Peninsula which is in the Aleut League); (9) Chugach Native Association (Cordova, Tatitlek, Port Graham, English Bay, Valdez, and Seward); (10) Tlingit-Haida Central Council (south- eastern Alaska, including Metlakatla); (11) Kodiak Area Native Association (all vil- lages on and around Kodiak Island); and (12) Copper River Native Association (Copper Center, Glennallen, Chitina, Mentasta). Any dispute over the boundaries of a region or regions shall be resolved by a board of arbitra- tors consisting of one person selected by each of the Native associations involved, and an addi- tional one or two persons, whichever is needed to make an odd number of arbitrators, such ad- ditional person or persons to be selected by the arbitrators selected by the Native associations involved. (b) Region mergers; limitation The Secretary may, on request made within one year of December 18, 1971, by representative and responsible leaders of the Native associa- tions listed in subsection (a), merge two or more of the twelve regions: Provided, That the twelve regions may not be reduced to less than seven, and there may be no fewer than seven Regional Corporations. (c) Establishment of thirteenth region for non- resident Natives; majority vote; Regional Corporation for thirteenth region If a majority of all eligible Natives eighteen years of age or older who are not permanent residents of Alaska elect, pursuant to section 1604(c) of this title, to be enrolled in a thir- teenth region for Natives who are non-residents of Alaska, the Secretary shall establish such a region for the benefit of the Natives who elected to be enrolled therein, and they may establish a Regional Corporation pursuant to this chapter. (d) Incorporation; business for profit; eligibility for benefits; provisions in articles for car- rying out chapter Five incorporators within each region, named by the Native association in the region, shall in- corporate under the laws of Alaska a Regional Corporation to conduct business for profit, which shall be eligible for the benefits of this chapter so long as it is organized and functions in accordance with this chapter. The articles of incorporation shall include provisions necessary to carry out the terms of this chapter. (e) Original articles and bylaws: approval by Sec- retary prior to filing, submission for ap- proval; amendments to articles: approval by Secretary; withholding approval in event of creation of inequities among Native individ- uals or groups The original articles of incorporation and by- laws shall be approved by the Secretary before they are filed, and they shall be submitted for approval within eighteen months after Decem- ber 18, 1971. The articles of incorporation may not be amended during the Regional Corpora- tion’s first five years without the approval of the Secretary. The Secretary may withhold ap- proval under this section if in his judgment in- equities among Native individuals or groups of Native individuals would be created. (f) Board of directors; management; stock- holders; provisions in articles or bylaws for number, term, and method of election The management of the Regional Corporation shall be vested in a board of directors, all of whom, with the exception of the initial board, shall be stockholders over the age of eighteen. The number, terms, and method of election of members of the board of directors shall be fixed in the articles of incorporation or bylaws of the Regional Corporation. (g) Issuance of stock (1) Settlement Common Stock (A) The Regional Corporation shall be au- thorized to issue such number of shares of Set- tlement Common Stock (divided into such classes as may be specified in the articles of incorporation to reflect the provisions of this chapter) as may be needed to issue one hun- dred shares of stock to each Native enrolled in the region pursuant to section 1604 of this title. (B)(i) A Regional Corporation may amend its articles of incorporation to authorize the issuance of additional shares of Settlement Common Stock to— (I) Natives born after December 18, 1971, and, at the further option of the Corpora- tion, descendants of Natives born after De- cember 18, 1971, (II) Natives who were eligible for enroll- ment pursuant to section 1604 of this title but were not so enrolled, or (III) Natives who have attained the age of 65, for no consideration or for such consideration and upon such terms and conditions as may be specified in such amendment or in a resolution approved by the board of directors pursuant to authority expressly vested in the board by the amendment. The amendment to the articles of incorporation may specify which class of Set- tlement Common Stock shall be issued to the various groups of Natives. (ii) Not more than one hundred shares of Settlement Common Stock shall be issued to any one individual pursuant to clause (i). (iii) CONDITIONS ON CERTAIN STOCK.— (I) IN GENERAL.—An amendment under clause (i) may provide that Settlement Com- mon Stock issued to a Native pursuant to the amendment (or stock issued in exchange Page 442 TITLE 43—PUBLIC LANDS § 1606 for that Settlement Common Stock pursu- ant to subsection (h)(3) or section 1626(c)(3)(D) of this title) shall be subject to 1 or more of the conditions described in sub- clause (II). (II) CONDITIONS.—A condition referred to in subclause (I) is a condition that— (aa) the stock described in that sub- clause shall be deemed to be canceled on the death of the Native to whom the stock is issued, and no compensation for the can- cellation shall be paid to the estate of the deceased Native or any person holding the stock; (bb) the stock shall carry limited or no voting rights; and (cc) the stock shall not be transferred by gift under subsection (h)(1)(C)(iii). (iv) Settlement Common Stock issued pursu- ant to clause (i) shall not carry rights to share in distributions made to shareholders pursu- ant to subsections (j) and (m) unless, prior to the issuance of such stock, a majority of the class of existing holders of Settlement Com- mon Stock carrying such rights separately ap- prove the granting of such rights. The articles of incorporation of the Regional Corporation shall be deemed to be amended to authorize such class vote. (C)(i) A Regional Corporation may amend its articles of incorporation to authorize the issuance of additional shares of Settlement Common Stock as a dividend or other distribu- tion (without regard to surplus of the corpora- tion under the laws of the State) upon each outstanding share of Settlement Common Stock issued pursuant to subparagraphs (A) and (B). (ii) The amendment authorized by clause (i) may provide that shares of Settlement Com- mon Stock issued as a dividend or other dis- tribution shall constitute a separate class of stock with greater per share voting power than Settlement Common Stock issued pursu- ant to subparagraphs (A) and (B). (2) Other forms of stock (A) A Regional Corporation may amend its articles of incorporation to authorize the issuance of shares of stock other than Settle- ment Common Stock in accordance with the provisions of this paragraph. Such amendment may provide that— (i) preemptive rights of shareholders under the laws of the State shall not apply to the issuance of such shares, or (ii) issuance of such shares shall perma- nently preclude the corporation from— (I) conveying assets to a Settlement Trust, or (II) issuing shares of stock without ade- quate consideration as required under the laws of the State. (B) The amendment authorized by subpara- graph (A) may provide that the stock to be issued shall be one or more of the following— (i) divided into classes and series within classes, with preferences, limitations, and relative rights, including, without limita- tion— (I) dividend rights, (II) voting rights, and (III) liquidation preferences; (ii) made subject to one or more of— (I) the restrictions on alienation de- scribed in clauses (i), (ii), and (iv) of sub- section (h)(1)(B), and (II) the restriction described in para- graph (1)(B)(iii); and (iii) restricted in issuance to— (I) Natives who have attained the age of sixty-five; (II) other identifiable groups of Natives or identifiable groups of descendants of Natives defined in terms of general appli- cability and not in any way by reference to place of residence or family; (III) Settlement Trusts; or (IV) entities established for the sole ben- efit of Natives or descendants of Natives, in which the classes of beneficiaries are de- fined in terms of general applicability and not in any way by reference to place of res- idence, family, or position as an officer, di- rector, or employee of a Native Corpora- tion. (C) The amendment authorized by subpara- graph (A) shall provide that the additional shares of stock shall be issued— (i) as a dividend or other distribution (without regard to surplus of the corporation under the laws of the State) upon all out- standing shares of stock of any class or se- ries, or (ii) for such consideration as may be per- mitted by law (except that this requirement may be waived with respect to issuance of stock to the individuals or entities described in subparagraph (B)(iii)). (D) During any period in which alienability restrictions are in effect, no stock whose issuance is authorized by subparagraph (A) shall be— (i) issued to, or for the benefit of, a group of individuals composed only or principally of employees, officers, and directors of the corporation; or (ii) issued more than thirteen months after the date on which the vote of the share- holders on the amendment authorizing the issuance of such stock occurred if, as a re- sult of the issuance, the outstanding shares of Settlement Common Stock will represent less than a majority of the total voting power of the corporation for the purpose of electing directors. (3) Disclosure requirements (A) An amendment to the articles of incor- poration of a Regional Corporation authorized by paragraph (2) shall specify— (i) the maximum number of shares of any class or series of stock that may be issued, and (ii) the maximum number of votes that may be held by such shares. (B)(i) If the board of directors of a Regional Corporation intends to propose an amendment pursuant to paragraph (2) which would author- Page 443 TITLE 43—PUBLIC LANDS § 1606 1 So in original. Probably should be ‘‘paragraph’’. ize the issuance of classes or series of stock that, singly or in combination, could cause the outstanding shares of Settlement Common Stock to represent less than a majority of the total voting power of the corporation for the purposes of electing directors, the share- holders of such corporation shall be expressly so informed. (ii) Such information shall be transmitted to the shareholders in a separate disclosure statement or in another informational docu- ment in writing or in recorded sound form both in English and any Native language used by a shareholder of such corporation. Such statement or informational document shall be transmitted to the shareholders at least sixty days prior to the date on which such proposal is to be submitted for a vote. (iii) If not later than thirty days after issuance of such disclosure statement or infor- mational document the board of directors re- ceives a prepared concise statement setting forth arguments in opposition to the proposed amendment together with a request for dis- tribution thereof signed by the holders of at least 10 per centum of the outstanding shares of Settlement Common Stock, the board shall either distribute such statement to the share- holders or provide to the requesting share- holders a list of all shareholder’s names and addresses so that the requesting shareholders may distribute such statement. (4) Savings (A)(i) No shares of stock issued pursuant to paragraphs (1)(C) and (2) shall carry rights to share in distributions made to shareholders pursuant to subsections (j) and (m). No shares of stock issued pursuant to paragraph (1)(B) shall carry such rights unless authorized pur- suant to paragraph (1)(B)(iv). (ii) Notwithstanding the issuance of addi- tional shares of stock pursuant to paragraphs 1 (1)(B), (1)(C), or (2), a Regional Corporation shall apply the ratio last computed pursuant to subsection (m) prior to February 3, 1988, for purposes of distributing funds pursuant to sub- sections (j) and (m). (B) The issuance of additional shares of stock pursuant to paragraphs 1 (1)(B), (1)(C), or (2) shall not affect the division and distribu- tion of revenues pursuant to subsection (i). (C) No provision of this chapter shall limit the right of a Regional Corporation to take an action authorized by the laws of the State un- less such action is inconsistent with the provi- sions of this chapter. (h) Settlement Common Stock (1) Rights and restrictions (A) Except as otherwise expressly provided in this chapter, Settlement Common Stock of a Regional Corporation shall— (i) carry a right to vote in elections for the board of directors and on such other ques- tions as properly may be presented to share- holders; (ii) permit the holder to receive dividends or other distributions from the corporation; and (iii) vest in the holder all rights of a share- holder in a business corporation organized under the laws of the State. (B) Except as otherwise provided in this sub- section, Settlement Common Stock, inchoate rights thereto, and rights to dividends or dis- tributions declared with respect thereto shall not be— (i) sold; (ii) pledged; (iii) subjected to a lien or judgment execu- tion; (iv) assigned in present or future; (v) treated as an asset under— (I) title 11 or any successor statute, (II) any other insolvency or moratorium law, or (III) other laws generally affecting credi- tors’ rights; or (vi) otherwise alienated. (C) Notwithstanding the restrictions set forth in subparagraph (B), Settlement Com- mon Stock may be transferred to a Native or a descendant of a Native— (i) pursuant to a court decree of separa- tion, divorce, or child support; (ii) by a holder who is a member of a pro- fessional organization, association, or board that limits his or her ability to practice his or her profession because he or she holds Settlement Common Stock; or (iii) as an inter vivos gift from a holder to his or her child, grandchild, great-grand- child, niece, nephew, or (if the holder has reached the age of majority as defined by the laws of the State of Alaska) brother or sister, notwithstanding an adoption, relin- quishment, or termination of parental rights that may have altered or severed the legal relationship between the gift donor and re- cipient. (2) Inheritance of Settlement Common Stock (A) Upon the death of a holder of Settlement Common Stock, ownership of such stock (un- less canceled in accordance with subsection (g)(1)(B)(iii)) shall be transferred in accord- ance with the lawful will of such holder or pursuant to applicable laws of intestate suc- cession. If the holder fails to dispose of his or her stock by will and has no heirs under appli- cable laws of intestate succession, the stock shall escheat to the issuing Regional Corpora- tion and be canceled. (B) The issuing Regional Corporation shall have the right to purchase at fair value Settle- ment Common Stock transferred pursuant to applicable laws of intestate succession to a person not a Native or a descendant of a Na- tive after February 3, 1988, if— (i) the corporation— (I) amends its articles of incorporation to authorize such purchases, and (II) gives the person receiving such stock written notice of its intent to purchase within ninety days after the date that the corporation either determines the dece- dent’s heirs in accordance with the laws of the State or receives notice that such heirs have been determined, whichever later occurs; and Page 444 TITLE 43—PUBLIC LANDS § 1606 (ii) the person receiving such stock fails to transfer the stock pursuant to paragraph (1)(C)(iii) within sixty days after receiving such written notice. (C) Settlement Common Stock of a Regional Corporation— (i) transferred by will or pursuant to appli- cable laws of intestate succession after Feb- ruary 3, 1988, or (ii) transferred by any means prior to Feb- ruary 3, 1988, to a person not a Native or a descendant of a Native shall not carry voting rights. If at a later date such stock is lawfully transferred to a Native or a descendant of a Native, voting rights shall be automatically restored. (3) Replacement Common Stock (A) On the date on which alienability re- strictions terminate in accordance with the provisions of section 1629c of this title, all Set- tlement Common Stock previously issued by a Regional Corporation shall be deemed can- celed, and shares of Replacement Common Stock of the appropriate class shall be issued to each shareholder, share for share, subject only to subparagraph (B) and to such restric- tions consistent with this chapter as may be provided by the articles of incorporation of the corporation or in agreements between the corporation and individual shareholders. (B)(i) Replacement Common Stock issued in exchange for Settlement Common Stock issued subject to the restriction authorized by subsection (g)(1)(B)(iii) shall bear a legend in- dicating that the stock will eventually be can- celed in accordance with the requirements of that subsection. (ii) Prior to the termination of alienability restrictions, the board of directors of the cor- poration shall approve a resolution to provide that each share of Settlement Common Stock carrying the right to share in distributions made to shareholders pursuant to subsections (j) and (m) shall be exchanged either for— (I) a share of Replacement Common Stock that carries such right, or (II) a share of Replacement Common Stock that does not carry such right together with a separate, non-voting security that rep- resents only such right. (iii) Replacement Common Stock issued in exchange for a class of Settlement Common Stock carrying greater per share voting power than Settlement Common Stock issued pursu- ant to subsections (g)(1)(A) and (g)(1)(B) shall carry such voting power and be subject to such other terms as may be provided in the amend- ment to the articles of incorporation author- izing the issuance of such class of Settlement Common Stock. (C) The articles of incorporation of the Re- gional Corporation shall be deemed amended to authorize the issuance of Replacement Common Stock and the security described in subparagraph (B)(ii)(II). (D) Prior to the date on which alienability restrictions terminate, a Regional Corporation may amend its articles of incorporation to im- pose upon Replacement Common Stock one or more of the following— (i) a restriction denying voting rights to any holder of Replacement Common Stock who is not a Native or a descendant of a Na- tive; (ii) a restriction granting the Regional Corporation, or the Regional Corporation and members of the shareholder’s immediate family who are Natives or descendants of Natives, the first right to purchase, on rea- sonable terms, the Replacement Common Stock of the shareholder prior to the sale or transfer of such stock (other than a transfer by will or intestate succession) to any other party, including a transfer in satisfaction of a lien, writ of attachment, judgment execu- tion, pledge, or other encumbrance; and (iii) any other term, restriction, limita- tion, or provision authorized by the laws of the State. (E) Replacement Common Stock shall not be subjected to a lien or judgment execution based upon any asserted or unasserted legal obligation of the original recipient arising prior to the issuance of such stock. (4) Purchase of settlement common stock of Cook Inlet Region (A) As used in this paragraph, the term ‘‘Cook Inlet Regional Corporation’’ means Cook Inlet Region, Incorporated. (B) The Cook Inlet Regional Corporation may, by an amendment to its articles of incor- poration made in accordance with the voting standards under section 1629b(d)(1) of this title, purchase Settlement Common Stock of the Cook Inlet Regional Corporation and all rights associated with the stock from the shareholders of Cook Inlet Regional Corpora- tion in accordance with any provisions in- cluded in the amendment that relate to the terms, procedures, number of offers to pur- chase, and timing of offers to purchase. (C) Subject to subparagraph (D), and not- withstanding paragraph (1)(B), the share- holders of Cook Inlet Regional Corporation may, in accordance with an amendment made pursuant to subparagraph (B), sell the Settle- ment Common Stock of the Cook Inlet Re- gional Corporation to itself. (D) No sale or purchase may be made pursu- ant to this paragraph without the prior ap- proval of the board of directors of Cook Inlet Regional Corporation. Except as provided in subparagraph (E), each sale and purchase made under this paragraph shall be made pur- suant to an offer made on the same terms to all holders of Settlement Common Stock of the Cook Inlet Regional Corporation. (E) To recognize the different rights that ac- crue to any class or series of shares of Settle- ment Common Stock owned by stockholders who are not residents of a Native village (re- ferred to in this paragraph as ‘‘non-village shares’’), an amendment made pursuant to subparagraph (B) shall authorize the board of directors (at the option of the board) to offer to purchase— (i) the non-village shares, including the right to share in distributions made to shareholders pursuant to subsections (j) and (m) (referred to in this paragraph as ‘‘non- Page 445 TITLE 43—PUBLIC LANDS § 1606 resident distribution rights’’), at a price that includes a premium, in addition to the amount that is offered for the purchase of other village shares of Settlement Common Stock of the Cook Inlet Regional Corpora- tion, that reflects the value of the non- resident distribution rights; or (ii) non-village shares without the non- resident distribution rights associated with the shares. (F) Any shareholder who accepts an offer made by the board of directors pursuant to subparagraph (E)(ii) shall receive, with respect to each non-village share sold by the share- holder to the Cook Inlet Regional Corpora- tion— (i) the consideration for a share of Settle- ment Common Stock offered to shareholders of village shares; and (ii) a security for only the nonresident rights that attach to such share that does not have attached voting rights (referred to in this paragraph as a ‘‘non-voting secu- rity’’). (G) An amendment made pursuant to sub- paragraph (B) shall authorize the issuance of a non-voting security that— (i) shall, for purposes of subsections (j) and (m), be treated as a non-village share with respect to— (I) computing distributions under such subsections; and (II) entitling the holder of the share to the proportional share of the distributions made under such subsections; (ii) may be sold to Cook Inlet Region, Inc.; and (iii) shall otherwise be subject to the re- strictions under paragraph (1)(B). (H) Any shares of Settlement Common Stock purchased pursuant to this paragraph shall be canceled on the conditions that— (i) non-village shares with the nonresident rights that attach to such shares that are purchased pursuant to this paragraph shall be considered to be— (I) outstanding shares; and (II) for the purposes of subsection (m), shares of stock registered on the books of the Cook Inlet Regional Corporation in the names of nonresidents of villages; (ii) any amount of funds that would be dis- tributable with respect to non-village shares or non-voting securities pursuant to sub- section (j) or (m) shall be distributed by Cook Inlet Regional Corporation to itself; and (iii) village shares that are purchased pur- suant to this paragraph shall be considered to be— (I) outstanding shares, and (II) for the purposes of subsection (k) shares of stock registered on the books of the Cook Inlet Regional Corporation in the names of the residents of villages. (I) Any offer to purchase Settlement Com- mon Stock made pursuant to this paragraph shall exclude from the offer— (i) any share of Settlement Common Stock held, at the time the offer is made, by an of- ficer (including a member of the board of di- rectors) of Cook Inlet Regional Corporation or a member of the immediate family of the officer; and (ii) any share of Settlement Common Stock held by any custodian, guardian, trustee, or attorney representing a share- holder of Cook Inlet Regional Corporation in fact or law, or any other similar person, en- tity, or representative. (J)(i) The board of directors of Cook Inlet Regional Corporation, in determining the terms of an offer to purchase made under this paragraph, including the amount of any pre- mium paid with respect to a non-village share, may rely upon the good faith opinion of a rec- ognized firm of investment bankers or valu- ation experts. (ii) Neither Cook Inlet Regional Corporation nor a member of the board of directors or offi- cers of Cook Inlet Regional Corporation shall be liable for damages resulting from terms made in an offer made in connection with any purchase of Settlement Common Stock if the offer was made— (I) in good faith; (II) in reliance on a determination made pursuant to clause (i); and (III) otherwise in accordance with this paragraph. (K) The consideration given for the purchase of Settlement Common Stock made pursuant to an offer to purchase that provides for such consideration may be in the form of cash, se- curities, or a combination of cash and securi- ties, as determined by the board of directors of Cook Inlet Regional Corporation, in a manner consistent with an amendment made pursuant to subparagraph (B). (L) Sale of Settlement Common Stock in ac- cordance with this paragraph shall not dimin- ish a shareholder’s status as an Alaska Native or descendant of a Native for the purpose of qualifying for those programs, benefits and services or other rights or privileges set out for the benefit of Alaska Natives and Native Americans. Proceeds from the sale of Settle- ment Common Stock shall not be excluded in determining eligibility for any needs-based programs that may be provided by Federal, State or local agencies. (i) Certain natural resource revenues; distribu- tion among twelve Regional Corporations; computation of amount; subsection inappli- cable to thirteenth Regional Corporation; ex- clusion from revenues (1)(A) Except as provided by subparagraph (B), 70 percent of all revenues received by each Re- gional Corporation from the timber resources and subsurface estate patented to it pursuant to this chapter shall be divided annually by the Re- gional Corporation among all twelve Regional Corporations organized pursuant to this section according to the number of Natives enrolled in each region pursuant to section 1604 of this title. The provisions of this subsection shall not apply to the thirteenth Regional Corporation if orga- nized pursuant to subsection (c) hereof. Page 446 TITLE 43—PUBLIC LANDS § 1606 2 So in original. (B) In the case of the sale, disposition, or other use of common varieties of sand, gravel, stone, pumice, peat, clay, or cinder resources made during a fiscal year ending after October 31, 1998, the revenues received by a Regional Corporation shall not be subject to division under subparagraph (A). Nothing in this sub- paragraph is intended to or shall be construed to alter the ownership of such sand, gravel, stone, pumice, peat, clay, or cinder resources. (2) For purposes of this subsection, the term ‘‘revenues’’ does not include any benefit re- ceived or realized for the use of losses incurred or credits earned by a Regional Corporation. (j) Corporate funds and other net income, dis- tribution among: stockholders of Regional Corporations; Village Corporations and non- resident stockholders; and stockholders of thirteenth Regional Corporation During the five years following December 18, 1971, not less than 10% of all corporate funds re- ceived by each of the twelve Regional Corpora- tions under section 1605 of this title (Alaska Na- tive Fund), and under subsection (i) (revenues from the timber resources and subsurface estate patented to it pursuant to this chapter), and all other net income, shall be distributed among the stockholders of the twelve Regional Cor- porations. Not less than 45% of funds from such sources during the first five-year period, and 50% thereafter, shall be distributed among the Village Corporations in the region and the class of stockholders who are not residents of those villages, as provided in subsection 2 to it. In the case of the thirteenth Regional Corporation, if organized, not less than 50% of all corporate funds received under section 1605 of this title shall be distributed to the stockholders. (k) Distributions among Village Corporations; computation of amount Funds distributed among the Village Corpora- tions shall be divided among them according to the ratio that the number of shares of stock reg- istered on the books of the Regional Corporation in the names of residents of each village bears to the number of shares of stock registered in the names of residents in all villages. (l) Distributions to Village Corporations; village plan: withholding funds until submission of plan for use of money; joint ventures and joint financing of projects; disagreements, ar- bitration of issues as provided in articles of Regional Corporation Funds distributed to a Village Corporation may be withheld until the village has submitted a plan for the use of the money that is satisfac- tory to the Regional Corporation. The Regional Corporation may require a village plan to pro- vide for joint ventures with other villages, and for joint financing of projects undertaken by the Regional Corporation that will benefit the re- gion generally. In the event of disagreement over the provisions of the plan, the issues in dis- agreement shall be submitted to arbitration, as shall be provided for in the articles of incorpora- tion of the Regional Corporation. (m) Distributions among Village Corporations in a region; computation of dividends for non- residents of village; financing regional projects with equitably withheld dividends and Village Corporation funds When funds are distributed among Village Cor- porations in a region, an amount computed as follows shall be distributed as dividends to the class of stockholders who are not residents of those villages: The amount distributed as divi- dends shall bear the same ratio to the amount distributed among the Village Corporations that the number of shares of stock registered on the books of the Regional Corporation in the names of nonresidents of villages bears to the number of shares of stock registered in the names of vil- lage residents: Provided, That an equitable por- tion of the amount distributed as dividends may be withheld and combined with Village Corpora- tion funds to finance projects that will benefit the region generally. (n) Projects for Village Corporations The Regional Corporation may undertake on behalf of one or more of the Village Corpora- tions in the region any project authorized and financed by them. (o) Annual audit; place; availability of papers, things, or property to auditors to facilitate audits; verification of transactions; report to stockholders The accounts of the Regional Corporation shall be audited annually in accordance with generally accepted auditing standards by inde- pendent certified public accountants or inde- pendent licensed public accountants, certified or licensed by a regulatory authority of the State or the United States. The audits shall be con- ducted at the place or places where the accounts of the Regional Corporation are normally kept. All books, accounts, financial records, reports, files, and other papers, things, or property be- longing to or in use by the Regional Corporation and necessary to facilitate the audits shall be available to the person or persons conducting the audits; and full facilities for verifying trans- actions with the balances or securities held by depositories, fiscal agent, and custodians shall be afforded to such person or persons. Each audit report or a fair and reasonably detailed summary thereof shall be transmitted to each stockholder. (p) Federal-State conflict of laws In the event of any conflict between the provi- sions of this section and the laws of the State of Alaska, the provisions of this section shall pre- vail. (q) Business management group; investment services contracts Two or more Regional Corporations may con- tract with the same business management group for investment services and advice regarding the investment of corporate funds. (r) Benefits for shareholders or immediate fami- lies The authority of a Native Corporation to pro- vide benefits to its shareholders who are Natives or descendants of Natives or to its shareholders’ Page 447 TITLE 43—PUBLIC LANDS § 1607 immediate family members who are Natives or descendants of Natives to promote the health, education, or welfare of such shareholders or family members is expressly authorized and con- firmed. Eligibility for such benefits need not be based on share ownership in the Native Corpora- tion and such benefits may be provided on a basis other than pro rata based on share owner- ship. (Pub. L. 92–203, § 7, Dec. 18, 1971, 85 Stat. 691; Pub. L. 96–487, title XIV, § 1401(a), (c), Dec. 2, 1980, 94 Stat. 2491, 2492; Pub. L. 100–241, §§ 4, 5, 12(a), Feb. 3, 1988, 101 Stat. 1790, 1792, 1810; Pub. L. 102–415, §§ 4, 8, Oct. 14, 1992, 106 Stat. 2113, 2114; Pub. L. 104–10, § 1(a), May 18, 1995, 109 Stat. 155; Pub. L. 104–42, title I, § 109(a), Nov. 2, 1995, 109 Stat. 357; Pub. L. 105–333, §§ 8, 12, Oct. 31, 1998, 112 Stat. 3134, 3135; Pub. L. 106–194, § 2, May 2, 2000, 114 Stat. 242; Pub. L. 110–453, title II, § 206, Dec. 2, 2008, 122 Stat. 5030.) Editorial Notes AMENDMENTS 2008—Subsec. (g)(1)(B)(iii). Pub. L. 110–453 added cl. (iii) and struck out former cl. (iii) which read as fol- lows: ‘‘The amendment authorized by clause (i) may provide that Settlement Common Stock issued to a Na- tive pursuant to such amendment (or stock issued in exchange for such Settlement Common Stock pursuant to subsection (h)(3) of this section or section 1629c(d) of this title) shall be deemed canceled upon the death of such Native. No compensation for this cancellation shall be paid to the estate of the deceased Native or to any person holding the stock.’’ 2000—Subsec. (h)(1)(C)(iii). Pub. L. 106–194 inserted be- fore period at end ‘‘, notwithstanding an adoption, re- linquishment, or termination of parental rights that may have altered or severed the legal relationship be- tween the gift donor and recipient’’. 1998—Subsec. (i)(1). Pub. L. 105–333, § 8(1), substituted ‘‘(A) Except as provided by subparagraph (B), 70 per- cent’’ for ‘‘Seventy per centum’’. Pub. L. 105–333, § 8(2), which directed the addition of subpar. (B) at the end of subsec. (i), was executed by adding subpar. (B) at the end of par. (1) of subsec. (i) to reflect the probable intent of Congress. Subsec. (r). Pub. L. 105–333, § 12, added subsec. (r). 1995—Subsec. (h)(4). Pub. L. 104–10 added par. (4). Subsec. (i). Pub. L. 104–42 designated existing provi- sions as par. (1) and added par. (2). 1992—Subsec. (g)(1)(B)(i)(I). Pub. L. 102–415, § 8, in- serted at end ‘‘and, at the further option of the Cor- poration, descendants of Natives born after December 18, 1971,’’. Subsec. (h)(1)(C)(iii). Pub. L. 102–415, § 4, substituted ‘‘nephew, or (if the holder has reached the age of major- ity as defined by the laws of the State of Alaska) broth- er or sister’’ for ‘‘or nephew’’. 1988—Subsec. (g). Pub. L. 100–241, § 4, amended subsec. (g) generally. Prior to amendment, subsec. (g) read as follows: ‘‘The Regional Corporation shall be authorized to issue such number of shares of common stock, di- vided into such classes of shares as may be specified in the articles of incorporation to reflect the provisions of this chapter, as may be needed to issue one hundred shares of stock to each Native enrolled in the region pursuant to section 1604 of this title.’’ Subsec. (h)(1), (2). Pub. L. 100–241, § 5, amended pars. (1) and (2) generally, changing structure of each from a single unlettered paragraph to one consisting of sub- pars. (A) to (C). Subsec. (h)(3). Pub. L. 100–241, § 5, amended par. (3) generally, revising and restating as subpars. (A) to (E) provisions of former subpars. (A) to (C). Subsec. (o). Pub. L. 100–241, § 12(a), struck out ‘‘, to the Secretary of the Interior and to the Committees on Interior and Insular Affairs of the Senate and the House of Representatives’’ after ‘‘to each stockholder’’ in last sentence. 1980—Subsec. (h)(1). Pub. L. 96–487, § 1401(c), inserted ‘‘or by stockholder who is a member of a professional organization, association, or board which limits the ability of that stockholder to practice his profession because of holding stock issued under this chapter’’ after ‘‘divorce or child support’’. Section 1401(c) of Pub. L. 96–487 directed that section 1696(h)(1) of this title be amended, however, since no section 1696 of this title has been enacted, amendment was executed to subsec. (h)(1) of this section to reflect the probable intent of Congress. Subsec. (h)(3). Pub. L. 96–487, § 1401(a), substituted provisions that provided on Dec. 18, 1991, all stock pre- viously issued be deemed canceled, and shares of stock of the appropriate class be issued to each shareholder share for share subject only to such restrictions as pro- vided by the articles of incorporation, or agreement be- tween the corporation and individual, specified restric- tions which may be included by amendment in the arti- cles of incorporation, and provided voting requirements for amendment of the articles of incorporation for ap- proval of restrictions and the grant of voting rights to stockholders who were previously denied such rights for provision that provided on Jan. 1 of the twenty-first year after the year in which this chapter was enacted, all stock previously issued be deemed canceled and the shares of stock of the appropriate class issued without restrictions required by this chapter to each stock- holder share for share. Statutory Notes and Related Subsidiaries EFFECTIVE DATE OF 1995 AMENDMENT Pub. L. 104–42, title I, § 109(b), Nov. 2, 1995, 109 Stat. 357, provided that: ‘‘This amendment [amending this section] shall be effective as of the date of enactment of the Alaska Native Claims Settlement Act, Public Law 92–203 (43 U.S.C. 1601, et seq.) [Dec. 18, 1971].’’ § 1607. Village Corporations (a) Organization of Corporation prerequisite to receipt of patent to lands or benefits under chapter The Native residents of each Native village en- titled to receive lands and benefits under this chapter shall organize as a business for profit or nonprofit corporation under the laws of the State before the Native village may receive pat- ent to lands or benefits under this chapter, ex- cept as otherwise provided. (b) Regional Corporation: approval of initial arti- cles; review and approval of amendments to articles and annual budgets; assistance in preparation of articles and other documents The initial articles of incorporation for each Village Corporation shall be subject to the ap- proval of the Regional Corporation for the re- gion in which the village is located. Amend- ments to the articles of incorporation and the annual budgets of the Village Corporations shall, for a period of five years, be subject to re- view and approval by the Regional Corporation. The Regional Corporation shall assist and advise Native villages in the preparation of articles of incorporation and other documents necessary to meet the requirements of this subsection. (c) Applicability of section 1606 The provisions of subsections (g), (h) (other than paragraph (4)), and (o) of section 1606 of this title shall apply in all respects to Village