15-2-129. ACTIONS BY SHAREHOLDERS OF CLOSE CORPORATIONS.

1. Any shareholder of record, the beneficial owner of shares held by a nominee, or the holder of voting trust certificates of a corporation formed under this Chapter may file a petition in the Tribal Court for relief on the grounds that:
   1. The directors or those in control of the corporation have or will have conducted the business and affairs of the corporation in a manner which is not in good faith and which is unfair or oppressive as to the petitioner. Such conduct shall include, but shall not be limited to unfairly depriving the shareholder of the benefit of his or her investment in preference to other shareholders by failing to pay dividends which in good faith ought to be paid, or using the payment of wages as an unfair device to divert income from the petitioner.
   2. Conditions exist that would be grounds for judicial dissolution of the corporation under Section 163.
2. In determining whether one or more of the conditions specified in subsection (a) above exist, the court shall give due consideration to the strict fiduciary duty which shareholders of corporations formed under this Chapter owe to one another, which is the duty of good faith, fairness and loyalty.
3. The jurisdiction of the court shall be plenary and exclusive. If the court finds that one or more of the conditions specified in subsection (a) exist, it shall grant such relief as in its discretion it deems appropriate, including, without limitations, orders granting one or more of the following types of relief:
   1. Canceling, altering or enjoining any resolution or other act of the corporation;
   2. Directing or prohibiting any act of the corporation or of shareholders, directors, officers, or other persons party to the action;
   3. Canceling or altering any provision contained in the articles of incorporation or by-laws of the corporation;
   4. Removing from office any director or officer, or ordering that a person be appointed a director or officer;
   5. Requiring an accounting with respect to any matters in dispute;
   6. Appointing a custodian to manage the business and affairs of the corporation;
   7. Appointing a provisional director who shall have all the rights, powers, and duties of a duly elected director and shall serve for the terms and under the conditions established by the court;
   8. Ordering the payment of dividends;
   9. If the court finds the relief specified in paragraphs (1) through (8) is or would be inadequate or inappropriate, ordering that the corporation is liquidated and dissolved unless either the corporation or one or more of the remaining shareholders has purchased all of the shares of another shareholder at the fair value by a designated date, with the fair value and terms of the purchase to be determined as provided by subsection (e). In the event the share purchase is not consummated and the corporation is dissolved and liquidated, any shareholder whose shares were to be purchased shall have the same rights and priorities in the assets of the corporation as would have been the case had no purchase been ordered by the court.
   10. Awarding damages to any aggrieved party in addition to or in lieu of any other relief granted.
       
       In determining whether to enter a judgment under paragraph (9), the court shall take into consideration the financial condition of the corporation but shall not refuse to order liquidation solely on the grounds that the corporation has earned surplus or current operating profits.
4. If the court determines that any party to a proceeding brought under this section has acted arbitrarily, vexatiously, or otherwise not in good faith, it may award reasonable expenses, including attorneys’ fees and the costs of any appraisers or other experts, to one or more of the other parties.
5. If the court orders relief pursuant to subsection (c) (9), the court shall:
   1. Proceed to determine the fair value of the shares to be purchased, considering the going concern value of the corporation, any agreement among the same or all of the shareholders fixing a price or specifying a formula for determining the value of the corporation’s shares for any purpose, the recommendation of any appraisers appointed by the court, any legal constraints on the ability of the corporation to acquire the shares to be purchased, and other relevant evidence.
   2. Enter a decree specifying the identity of the purchaser and the terms of the purchase found to be proper under the circumstances, including such provisions as are deemed proper concerning payment of the purchase price in two or more installments, payment of interest on the installments, subordination of the obligation to the rights of other creditors of the corporation, security for the deferred purchase price, and a covenant not to compete or other restriction on the selling shareholder.
   3. Order that the selling shareholder shall, concurrently with the payment of the purchase price, or in the event of an installment purchase concurrently with the payment of the initial payment called for in the order make delivery of all his or her shares and from that date have no rights or claims against corporation or its directors, officers, or shareholders by reason of his or her having been a director, officer, or shareholder of the corporation, except the right to receive the unpaid balance of the amount awarded under this section and any amounts due under any agreement with the corporation or the remaining shareholders that are not terminated by the court’s orders.
   4. Order, that if the purchase is not completed in accordance with the court’s decree, the corporation shall be liquidated.
6. Except as otherwise provided in subsection (g), the rights of a shareholder to file a proceeding under this section are in addition to and not in lieu of any other rights or remedies the shareholder may have.
7. No shareholder shall be eligible to file an action under this section until he shall have exhausted any non-judicial remedy for resolution of the issues in dispute to which the shareholder has agreed in writing.