16.01.320 Grounds for Judicial Dissolution

(a) The Tribal Court may dissolve an Entity:

(1) in a proceeding by the General Counsel if it is established that:

(A) the Entity obtained its articles of incorporation through fraud;

(B) the Entity has continued to exceed or abuse the authority conferred upon it by law;

(C) the Entity is a public benefit corporation and the corporate assets are being misapplied or wasted; or

(D) the Entity is a public benefit corporation and is no longer able to carry out its purposes.

(b) The Tribal Court may dissolve a Non-Profit Corporation, except as provided in the articles or bylaws of a religious corporation, in a proceeding by 50 members or members holding 5% of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that:

(1) the directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock;

(2) the directors or those in control of the Non-Profit Corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent;

(3) the members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired

(4) the corporate assets are being misapplied or wasted; or

(5) the Non-Profit Corporation is a public benefit or religious corporation and is no longer able to carry out its purposes.

(c) Prior to dissolving a corporation, the court shall consider whether:

(1) there are reasonable alternatives to dissolution;

(2) dissolution is in the public interest, if the corporation is a public benefit corporation; and

(3) dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation.