Nottawaseppi Huron Band of the Potawatomi, MI Limited Liability Companies

Nottawaseppi Huron Band of the Potawatomi, MI

Calhoun County

By using eCode360 you agree to be legally bound by the Terms of Use. If you do not agree to the Terms of Use, please do not use eCode360.

Table of Contents

Table of Contents

Chapter 4.2: Limited Liability Companies

[HISTORY: Adopted by the Tribal Council of the Nottawaseppi Huron Band of the Potawatomi 3-17-2011 by Res. No. 03-17-11-08 (Title IV, Ch. 2, of the Tribal Code). Amendments noted where applicable.]

Chapter 4.2 : Limited Liability Companies

Article I General Provisions

§ 4.2-1 Short title.

§ 4.2-2 Authority; purposes; sovereign immunity.

§ 4.2-3 Scope.

§ 4.2-4 Applicable law.

§ 4.2-5 Definitions.

§ 4.2-7 Registered office and registered agent.

§ 4.2-8 Band as owner.

§ 4.2-9 Nature of business.

§ 4.2-10 Execution of documents.

§ 4.2-11 Filing.

§ 4.2-12 Certificate of status.

§ 4.2-13 Execution by judicial act.

§ 4.2-14 Interstate application.

Article II Operating Agreement and Dealing with LLC

§ 4.2-15 Articles of organization.

§ 4.2-16 Agency power of owners and managers.

§ 4.2-17 Admissions of owners and managers.

§ 4.2-18 Knowledge of or notice to owner or manager.

§ 4.2-19 Liability of owners to third parties.

§ 4.2-20 Parties to action.

§ 4.2-21 Authority to sue.

Article III Owners and Managers

§ 4.2-22 Management.

§ 4.2-23 Duties.

§ 4.2-24 Limitation of liability and indemnification.

§ 4.2-25 Voting.

§ 4.2-26 Records and information.

§ 4.2-27 Admission of owners.

§ 4.2-28 Dissociation.

Article IV Finance

§ 4.2-29 Contributions.

§ 4.2-30 Liability for contribution.

§ 4.2-31 Allocation of profits and losses.

Article V Nonliquidating Distributions

§ 4.2-32 Interim distributions.

§ 4.2-33 Allocation of distributions.

§ 4.2-34 Distribution upon partial redemption.

§ 4.2-35 Distribution upon dissociation.

§ 4.2-36 Distribution in kind.

§ 4.2-37 Right to distribution.

§ 4.2-38 Limitations of distributions.

§ 4.2-39 Liability for wrongful distribution.

Article VI Ownership and Transfer of Property

§ 4.2-40 Ownership of LLC property.

§ 4.2-41 Transfer of property.

§ 4.2-42 Nature of interest.

§ 4.2-43 Assignment of LLC interest.

§ 4.2-44 Rights of judgment creditor.

§ 4.2-45 Right of assignee to become an owner.

§ 4.2-46 Powers of legal representative.

Article VII Dissolution

§ 4.2-47 Dissolution.

§ 4.2-48 Judicial dissolution.

§ 4.2-49 Winding up.

§ 4.2-50 Distribution of assets.

§ 4.2-51 Articles of dissolution.

§ 4.2-52 Known claims against dissolved LLC.

§ 4.2-53 Unknown or contingent claims.

Article VIII Merger

§ 4.2-54 Definitions.

§ 4.2-55 Merger.

§ 4.2-56 Approval of merger.

§ 4.2-57 Plan of merger.

§ 4.2-58 Articles of merger.

§ 4.2-59 Effects of merger.

§ 4.2-60 Right to object.

Article IX Limited Liability Companies Wholly Owned by the Band

§ 4.2-61 General provisions for tribally owned LLC's.

§ 4.2-62 Special formation requirements for tribally owned LLC's.

§ 4.2-63 Management of tribally owned LLC's.

§ 4.2-64 Decisions and voting for tribally owned LLC's.

§ 4.2-65 Distributions for tribally owned LLC's.

§ 4.2-66 Additional reports and audits.

§ 4.2-67 Actions against tribally owned LLC's.

Article X Conversion

§ 4.2-68 Requirements for conversion of business entity into domestic limited liability company.

§ 4.2-69 Effectiveness.

§ 4.2-70 Effect of conversion.

Article XI Effective Date and Authority

§ 4.2-71 Severability; effect of invalidity of part of this chapter.

§ 4.2-72 Effective date.

§ 4.2-73 Authority.

§ 4.2-74 No impairment of contracts.

§ 4.2-75 Fees for filing documents and issuing certificates.

§ 4.2-76 Certificates and certified copies to be received into evidence.

§ 4.2-77 Forms to be furnished by Tribal Council Secretary.