Code –
“Revisions
July 25, 2001”
CHAPTER 1100 NON-PROFIT
CORPORATIONS
1100.03
Purposes
of Incorporation
1100.04
Articles
of Incorporation
CERTIFICATE OF INCORPORATION
OF
1100.07
Certificate
of Incorporation
1100.10
Methods
of Corporate Dissolutions
1100.11
Voluntary
Dissolution by Members
This chapter may be cited as the Red Lake non-profit corporation act.
Subdivision 1. Corporation. The term corporation when used in this chapter means a non-profit corporation formed pursuant to this chapter.
Subdivision 2. Nonprofit Corporation "Non-Profit Corporation" means a corporation:
a) Formed for a purpose not involving pecuniary gain to its shareholders or members; and
b) Paying no dividends or other pecuniary remuneration, directly or indirectly, to its shareholders or members.
Subdivision 3. Articles. "Articles" mean the original articles of incorporation or articles of incorporation as amended.
Subdivision 4. Directors. "Directors" means the persons vested with the general management of the internal affairs of the corporation, regardless of how designated.
Subdivision 5. Member. "Member" means an entity, either corporate or natural, having any membership or shareholder rights in a corporation in accordance with its articles, by laws or both.
A non-profit corporation may be formed pursuant to this chapter for any lawful purpose. For purposes of forming a non-profit corporation, one or more members of the Red Lake Band of Chippewa Indians, residing on the Red Lake Indian Reservation and eighteen (18) years of age or older, may form a non-profit corporation by preparing, executing and filing articles of incorporation pursuant to this chapter.
Subdivision 1. Form. The articles shall be prepared in the English language, signed by each of the individuals forming the non-profit corporation, filed with the Secretary of the Tribal Council of the Red Lake Band of Chippewa Indians and accompanied by filing fee in the amount of $20.00.
Subdivision 2. Required Positions. The articles of a corporation formed pursuant to this chapter shall be in substantially the following form:
Subdivision 1. English Letters. A corporation formed pursuant to this chapter may have a name in any language, but it shall be expressed in English letters. The name shall end with the word "corporation" or "incorporated" or the abbreviation "Inc.".
Subdivision 2. Use of Similar Name Forbidden. The Corporate name shall not be the same as, nor similar to, the name of any other corporation formed pursuant to the laws of the Red Lake Band of Chippewa Indians.
If the articles that are filed with the Secretary of the Tribal Council of the Red Lake Band of Chippewa Indians conform to the law and after the fees prescribed by law are paid, the Secretary shall record the articles and issue and record a certificate of incorporation. The certificate of incorporation shall be in the following form:
TO ALL WHOM THESE PRESENTS SHALL COME, GREETING:
WHEREAS, Articles of Incorporation duly
signed have been filed for record in the office of the Secretary of the
Tribal
Council of the Red Lake Band of Chippewa Indians on the day
of for the incorporation of
NOW, THEREFORE, I, , Secretary of the Tribal Council of the Red Lake Band of Chippewa Indians do hereby certify that the said is a legally organized non-profit corporation under the Red Lake Band of Chippewa Indians pursuant to Chapter 1100 of the laws of the Red Lake Band of Chippewa Indians.
Secretary of the Tribal Council of the
Red Lake Band of Chippewa Indians
When a certificate of incorporation is issued, the corporate existence begins. The certificate is conclusive evidence of the fact of incorporation.
Duly adopted or amended by-laws for the corporation may contain any provision for the purpose of administering and regulating the affairs of the corporation not inconsistent with law or the articles of incorporation.
Subdivision 1. Capacity. A corporation has the capacity to act, that is possessed by natural persons, but it shall have authority to perform only acts that are necessary or proper to accomplish its purposes and not contrary to the law.
Subdivision 2. Authority. Without limiting or enlarging the provisions of Subdivision 1 and unless the articles or by-laws prescribe otherwise, a corporation has authority to:
a) Continue as a corporation for the time stated in its articles of incorporation, or, if the time is not stated, perpetually;
b) Sue and be sued; except, its members shall not be personally liable for the debts, obligations and liabilities of the corporation.
c) Take and hold an interest in real or personal property;
d) Lease, encumber, convey, or dispose of real and personal property;
e) Enter into obligations or contracts and do any act incidental to the transaction of its business or expedient to the purposes stated in its articles of incorporation.
f) Conduct its affairs within and without the Red Lake Indian Reservation;
g) Make, amend and repeal by-laws, not inconsistent with its articles or with law, for the administration and regulation of its affairs;
h) Make donations to other nonprofit corporations for related purposes and to needy persons;
i) To be a member of another nonprofit corporation; and
j) Dissolve and wind up.
A corporation may be dissolved by the members pursuant to Section 1100.11.
Subdivision 1. Manner. A corporation may be dissolved by the members in the manner set forth in this section.
Subdivision 2. Approval. Written notice shall be given to each shareholder for notice of a meeting of the members and shall state the purpose of the meeting is to consider adopting a resolution to dissolve the corporation.
Subdivision 3. Resolution. The proposed dissolution shall be submitted for approval at the meeting of the members. If the proposed dissolution is approved by an affirmative vote of the holders of a majority of the voting power of all members entitled to vote. The dissolution shall proceed.
Subdivision 4. Winding Up. When the resolution approving dissolution has been adopted, the corporation shall cease to carry on its business except to the extent necessary for the winding up of the corporation. The corporation shall proceed as soon as possible:
a) To collect all debts due or owing the corporation;
b) To pay all debts, obligations and liabilities of the corporation;
c) To sell, lease, transfer or otherwise dispose of all or substantially all of the property and assets of the corporation and convert the same to cash;
Any remaining property and assets, after payment of all debts and obligations of the corporation; shall be distributed to the persons, societies, organizations and corporations, whether profit or nonprofit, engaged in activities which will, as nearly as can, accomplish the general purpose of the dissolving corporation.
Subdivision 5. Articles of Dissolution. After the payment of all debts and obligations of the corporation have been made, the corporation shall file with the Secretary of the Red Lake Band of Chippewa Indians a copy of the resolution of the members authorizing the dissolution and Articles of Dissolution. The Articles of Dissolution shall state:
a) The name of the corporation;
b) The date on which the corporation filed with the Secretary of the Red Lake Band of Chippewa Indians the resolution authorizing dissolution or that the resolution is being filed with the articles;
c) That all debts, obligations and liabilities of the corporation have been paid and discharged;
d) That any remaining property and assets of the corporation have been distributed in accordance with the purpose for which the corporation was formed as established by its articles of incorporation; and
e) That there are no pending legal, administrative or arbitration proceedings by or against the corporation or that adequate provision has been made for the satisfaction of any judgement, order or decree that may be entered against it in any such proceeding.
Subdivision 6. Effective Date. When the articles of dissolutions have been filed with the Secretary of the Red Lake Band of Chippewa Indians, the corporation is dissolved.
Subdivision 7. Certificate. The Secretary of the Red Lake Band of Chippewa Indians shall issue to the dissolved corporation or its legal representative a certificate of dissolution which shall contain;
a) The name of the corporation;
b) The date and time the articles or dissolution were filed
with the Secretary; and
c) A statement that the corporation is dissolved as of the date the articles of dissolution were filed with Secretary.
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