06.06.030 Articles of Incorporation.
The articles of incorporation for any corporation formed under this Title shall set forth:
(1) The name of the Corporation.
(2) The period of duration, which may be perpetual or for a stated term of years.
(3) The purpose or purposes for which the corporation is organized which may be stated to be, or to include, the transaction of any or all lawful business for which corporations may be incorporated under this Title.
(4) The aggregate number of shares which the corporation shall have authority to issue, such shares to be divided into classes, and the number of shares in each class. If the shares are to be divided into classes, the designation of each class and a statement to the preference, limitation and relative rights in respect of the shares of each class.
(5) If the corporation is to issue the shares of any preferred or special class in series, then the designation of each series and a statement of the variations in the relative rights and preferences as between series insofar as the same are fixed in the articles of incorporation, and a statement of any authority to be vested in the board of directors to establish series and fix and determine the variations in the relative rights and preferences as between series.
(6) Any provision limiting or denying to shareholders the preemptive right to acquire additional shares of the corporation and to maintain for the Tribe at least a 51% majority ownership of shares.
(7) The name and address of its initial registered agent and the address of its principal office.
(8) A description of any election to operate without a board of directors.
(9) The number of directors constituting the initial board of directors and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualify; provided, however, that all persons who have agreed to purchase shares shall enter into a written agreement. Without a board of directors, that fact shall be recited in the articles of incorporation and the names and addresses of the persons who are to be voting shareholders shall be listed instead.
(10) The name and address of each incorporator.
(11) One or more of the restrictions on the transfer of shares.
(12) The following notice, conspicuously displayed: “THIS IS A CORPORATION FORMED PURSUANT TO TITLE 06 – ECONOMIC DEVELOPMENT AND OPERATIONS OF THE COWLITZ TRIBAL CODE. THE RIGHTS OF SHAREHOLDERS IN THIS CORPORATION MAY DIFFER MATERIALLY FROM THE RIGHTS OF SHAREHOLDERS IN OTHER CORPORATIONS. COPIES OF DOCUMENTS WHICH RESTRICT TRANSFERS AND AFFECT VOTING AND OTHER RIGHTS MAY BE OBTAINED BY A SHAREHOLDER ON WRITTEN REQUEST TO THE CORPORATION.”
(13) In addition to the provisions required under this section, the articles of incorporation may also contain provisions not inconsistent with law regarding:
(A) The direction of the management of the business and the regulation of the affairs of the corporation;
(B) The definition, limitation, and regulation of the powers of the corporation, the directors, and the shareholders, or any class of the shareholders;
(C) The par value of any authorized shares or class of shares; and
(D) Any provision which under this title is required or permitted to be set forth in the bylaws.
(14) It shall not be necessary to set forth in the articles of incorporation any of the corporate powers enumerated in this Chapter.
(15) All articles of incorporations shall attempt to identify with the Assistance of the Economic Development and Operations Director, the jurisdiction or jurisdictions of Tribal, International, Federal, State, or Local Laws which may or may not apply upon the corporation based on the corporations place or places and type or types of business and to identify their comparable “Court of Competent Jurisdiction” and shall annually review jurisdictional subject matters for report to the Economic Development and Operations Director.