15-2-156. SHARHOLDER OPTION TO DISSOLVE THE CORPORATION.

1. Unless a shareholder’s agreement or the articles of incorporation provide otherwise, any shareholder of a corporation formed under this Chapter has an option to have the corporation dissolved at will. Whenever any such option to dissolve is exercised, the shareholder exercising the option shall give written notice thereof to all other shareholders. The corporation or one or more shareholders of the corporation may offer to purchase the shares at their fair market value from the person exercising the option to dissolve. If the parties cannot agree on the price for the shares or other terms of the sale, any party may bring an action in tribal court to oversee the terms of the sale, utilizing the procedures set forth in Section 129 (e) of this Chapter. If no such written offer to purchase is received within 30 days following the sending of the notice, the dissolution of the corporation shall proceed as if the required number of shareholders having voting power had consented pursuant to Section 155.
2. Unless the article of incorporation otherwise provide, an amendment to the articles of incorporation to include, modify, or delete a provision authorized by subsection (a) shall be approved by the holders or all the outstanding shares, whether nor not otherwise entitled to vote thereon, or all of the subscribers or all of the incorporators, as the case may be.