15-3-162. GROUNDS FOR JUDICIAL DISSOLUTION.

1. The Rosebud Sioux Tribal Court may dissolve a corporation:
   1. In a proceeding brought on behalf of the Director of Corporations or other agency or official of the Tribe if it is established that:
      1. the corporation obtained its articles of incorporation through fraud;
      2. the corporation has continued to exceed or abuse the authority conferred upon it by law;
      3. the corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or
      4. the corporation is a public benefit corporation and is no longer able to carry out its purposes.
   2. In a proceeding by members holding 25% of the voting power, or by a director, or by 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 break the deadlock;
      2. the directors or those in control of the 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 otherwise would have, expired;
      4. the corporate assets are being misapplied or wasted; or
      5. the corporation is a public benefit corporation and is not longer able to carry out its purpose.
   3. In a proceeding by a creditor if it is established that;
      1. the creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or
      2. the corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent; or
2. Prior to dissolving a corporation, the court shall consider whether:
   1. There is reasonable alternative to dissolution;
   2. Dissolution is in the public interest, if the corporation is a public benefit corporation;
   3. Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation.