This chapter shall be known as the "Nottawaseppi Huron Band
of the Potawatomi Limited Liability Company Code."
[Amended 6-15-2017 by Res. No. 06-15-17-18]
A. This chapter is enacted pursuant to the Nottawaseppi Huron Band of
the Potawatomi's inherent sovereign powers and as specifically
authorized by the Constitution of the Band.
B. The purpose of this chapter is to provide for economic development
of the Nottawaseppi Huron Band of the Potawatomi and its members by:
(1) Providing the legal framework for organizing individually owned business
entities in order to expand the private business sector either on
or off the Reservation; and
(2) Authorizing the formation of wholly owned tribal business entities
for managing the Band's nongaming economic activities separate
from the general affairs of its Tribal Council, with the ability to
enter into legally binding contracts and commercial relationships,
including the ownership or formation of subsidiary entities, without
the need for formal Tribal Council action; and
(3) Authorizing the formation of limited liability companies by individuals
or the Band for the purpose of organizing entities whose primary purpose
is the pursuit of charitable or other nonprofit purposes.
C. By the adoption of this chapter, the Band does not waive its sovereign
immunity or consent to suit in any court, federal, tribal or state,
and neither the adoption of this chapter, nor the organization and
creation of any limited liability company hereunder, shall be construed
to be a waiver of the sovereign immunity of the Band or a consent
to suit against the Band in any court.
This chapter shall apply to all limited liability companies
organized under its provisions or which elect to accept the provisions
of this chapter.
The companies organized and created under this chapter shall
be subject to this chapter, and all other laws of the Band. By organizing
and creating a company under this chapter, the company and its owners
shall be considered to have entered into a consensual relationship
with the Band and agree to be subject to the full extent of the Band's
legislative, regulatory and adjudicatory jurisdiction. Unless displaced
by particular provisions of this chapter or other tribal law, the
principles of law and equity supplement this chapter.
Terms used in this chapter have the following meanings:
BAND
The Nottawaseppi Huron Band of the Potawatomi.
CORPORATION
A domestic corporation for profit organized under the law
of the Band or a foreign corporation formed under the laws of any
other jurisdiction.
DISTRIBUTION
A direct or indirect transfer by a limited liability company
of money or other property to or for the benefit of its owners in
respect of their interests.
ENTITY
Includes an individual, a general partnership, limited partnership,
a limited liability company, a trust, an estate, an association, a
corporation, or any other legal or commercial entity, whether formed
under the law of the Band or formed under the laws of any other jurisdiction.
[Amended 6-15-2017 by Res. No.
06-15-17-18]
FOREIGN
Refers to limited liability companies, corporations and limited
partnerships organized under the laws of a jurisdiction other than
the Band.
LLC
A limited liability company.
MAJORITY IN INTEREST
An owner or owners holding more than 50% of the total voting
interests in the limited liability company excluding any interest
which is not to be counted as voting on a matter as described elsewhere
in this chapter.
MANAGER or MANAGERS
The person(s) or entity(ies) designated to manage the LLC
pursuant to the articles of organization and operating agreement.
OPERATING AGREEMENT
An agreement in writing among all of the owners as to the
conduct of the business of a limited liability company and its relationships
with its owners.
ORGANIZER(S)
The person(s) or entity(ies) which signs and delivers the
articles of organization for filing to the Office of the Tribal Council
Secretary.
OWNER
A person that has been admitted to membership in a limited liability company or has ownership interest in a limited liability company. The term does not include a person that has dissociated as a member under §
4.2-28.
PERSON
Includes a natural person, tribal entity and an organization
such as a general partnership, limited partnership, a domestic or
foreign limited liability company, a trust, an estate, an association,
or a corporation.
RESERVATION
All lands under the jurisdiction of the Band, including all
lands within the boundaries of the Band's Reservation and all
lands held in trust by the United States of America for the benefit
of the Band.
SECRETARY OF THE BAND
The individual duly elected to the position of Secretary
on the Tribal Council; or that individual's designee.
STATE
Includes a state, territory, or possession of the United
States and the District of Columbia.
TRIBAL CORPORATION
A corporation wholly owned by the Band and duly formed pursuant
to a Section 17 charter, a band resolution, a Business Corporation
Code adopted by the Band, or other law.
TRIBAL COUNCIL
The Tribal Council as established by Article
IV of the Tribal Constitution as the governing body of the Band.
TRIBAL COURT
The Tribal Judiciary as established by Article
XI of the Tribal Constitution, or any successor provisions.
TRIBAL ENTITY
Includes the Band, the Tribal Council, a general partnership,
limited partnership, a domestic or foreign limited liability company,
a trust, an estate, an association, a corporation, a program, a department,
an administrative agency or any other legal, commercial or governmental
entity of the Band.
TRIBALLY OWNED LLC
A limited liability company wholly owned by the Band with
the Band as its sole owner.
TRIBALLY OWNED SUBSIDIARY LLC
A limited liability company wholly owned by a tribally owned
LLC or by any other tribal entity that is wholly owned by the Band.
[Amended 6-15-2017 by Res. No.
06-15-17-18]
TRUST LAND
Land held in trust by the United States for the benefit of
the Band or its members.
[Amended 6-15-2017 by Res. No. 06-15-17-18]
A limited liability company may be organized under this chapter
for any lawful purpose. Unless otherwise provided in its articles
of organization or operating agreement, an LLC organized and existing
under this chapter has the same powers as an individual to do all
things necessary and convenient to carry out its business, including
but not limited to all of the following:
A. Consent to be sued, complain and defend in its name; provided, however,
that if an LLC is tribally owned, or wholly owned by another entity
which itself is wholly owned by the Band, it shall be entitled to
and shall enjoy the Band's sovereign immunity from suit unless
the operating agreement otherwise provides.
B. Purchase, take, receive, lease, or otherwise acquire and own, hold,
improve, use, and otherwise deal in or with real, or personal property
or any legal or equitable interest in real or personal property, wherever
situated.
C. Sell, convey, mortgage, pledge, create a security interest in, lease,
exchange, or otherwise dispose of all or any part of its property.
D. Lend money, property, and services to, and otherwise assist, its
owners and managers, if any.
E. Purchase, take, receive, subscribe for, or otherwise acquire and
own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise
dispose of and deal in and with shares or other interests in, or obligations
of, any other enterprise or entity.
F. Make contracts and guarantees; incur liabilities; borrow money; issue
notes, bonds, and other obligations; and secure any of its obligations
by mortgage or pledge of all or part of its property, franchises,
and income.
G. Lend money, invest and reinvest its funds, and receive and hold real
or personal property as security for repayment.
H. Conduct its business, locate offices, and exercise the powers granted
by this chapter inside or outside of the Reservation.
I. Be a promoter, incorporator, partner, owner, associate, or manager
of any enterprise or entity.
J. Elect or appoint managers, agents, and employees, define their duties,
and fix their compensation.
K. Pay pensions and establish pension plans, pension trusts, profit-sharing
plans, and benefit or incentive plans for any or all of its current
or former owners, managers, employees, and agents.
L. Make donations to and otherwise devote its resources for the public
welfare or for charitable, scientific, educational, humanitarian,
philanthropic, or religious purposes.
M. Indemnify an owner, manager, employee, officer or agent, or any other
person.
N. Provide benefits or payments to owners, managers, employees, and
agents of the LLC, and to their estates, families, dependents or beneficiaries
in recognition of the past services of the owners, managers, employees,
and agents of the LLC.
O. Make payments or contributions, or do any other act not prohibited
by law, that furthers the business of the LLC.
P. Transact any lawful business that the owners or the managers find
to be appropriate to promote and further the business and affairs
of the limited liability company.
Any person may obtain from the Office of the Tribal Council
Secretary, upon request, a certificate of status for either a domestic
or a foreign LLC.
Any person who is adversely affected by the failure or refusal
of any person to execute and file any articles or other document to
be filed under this chapter may petition the Tribal Court to direct
the execution and filing of the articles or other document. Nothing
in this chapter, however, serves to waive any aspect of the Band's
sovereign immunity, and any waiver thereof must be provided explicitly
in the LLC's articles of organization and/or operating agreement.
An LLC may conduct its business, carry on its operations and
have and exercise the powers granted by this chapter, in any sovereign
native band, any state, territory, district or possession of the United
States, or in any foreign jurisdiction.