A.
One or more persons may organize a limited liability company by signing
and delivering the articles of organization to the Office of the Tribal
Council Secretary for filing. The organizer(s) need not be owners
of the LLC at the time of organization or thereafter.
B.
A limited liability company shall have one or more owners.
C.
The articles of organization shall contain all of the following information:
(1)
A statement that the LLC is organized under this chapter.
(2)
A name for the LLC that satisfies the provisions of this chapter.
(3)
The street address of the registered office and the name of the registered
agent at that office. For all LLC's formed pursuant to this chapter
and for all foreign LLC's operating within the Reservation, such
office and agent shall be located on the Pine Creek Reservation or
other trust lands.
(4)
If management of the LLC is vested in one or more managers, a statement
to that effect.
(5)
The name and address of each person organizing the LLC.
(6)
Whether the LLC is tribally owned.
(7)
If tribally owned, whether the LLC is to enjoy tribal sovereign immunity
and the scope of any waiver of that immunity.
D.
The Office of the Tribal Council Secretary shall assign each article
of organization an identification number.
E.
Amendment. An LLC may amend its articles of organization at any time
by delivering an amendment, with filing fee, for filing to the Office
of the Tribal Council Secretary.
A.
Except as provided in Subsection B, below:
(1)
Each owner is an agent of the LLC, but not of any of the other owners,
for the purpose of its business.
(2)
The act of any owner, including the execution in the name of the
LLC of any instrument for apparently carrying on in the ordinary course
of business of the business of the LLC, binds the LLC in the particular
matter, unless the person with whom the owner is dealing has knowledge
that the owner has no authority to act in this matter.
B.
If management of the LLC is vested in one or more managers:
(1)
No owner, solely by being an owner, is an agent of the LLC or of
the other owners.
(2)
Each manager is an agent of the LLC, but not for the other owners,
for the purpose of its business. The act of any manager, including
the execution in the name of the LLC of any instrument for apparently
carrying on the ordinary course of business of the business of the
LLC, binds the LLC unless the manager has, in fact, no authority to
act for the LLC in the particular matter, and the person with whom
the manager is dealing has knowledge that the manager has no authority
to act in the matter.
C.
No act of an owner or, if management of the LLC is vested in one
or more managers, of a manager that is not apparently authorized for
carrying on in the ordinary course of business the business of the
LLC, shall bind the LLC unless in fact authorized at the time of the
transaction or at any other time.
A.
Except as provided in § 4.2-17B(2), an admission or representation made by any owner concerning the business of an LLC within the scope of the owner's actual authority may be used as evidence against the LLC in any legal proceeding.
B.
If management of the LLC is vested in one or more managers:
(1)
An admission or representation made by a manager concerning the business
of an LLC within the scope of the manager's authority may be
used as evidence against the LLC in any legal proceeding.
(2)
The admission or representation of any owner, acting solely in the
owner's capacity as an owner, is not evidence against the LLC
in any legal proceeding.
A.
Except as provided in § 4.2-18B(2), notice to any owner of any matter relating to the business of an LLC, and the knowledge of an owner acting in the particular matter, acquired while an owner or known by the person at the time of becoming an owner, and the knowledge of any owner who reasonably could and should have communicated it to the acting owner, operate as notice to or knowledge of the LLC.
B.
If management of the LLC is vested in one or more managers:
(1)
Notice to any manager of any matter relating to the business of the
LLC, and the knowledge of the manager acting in the particular matter
acquired while a manager or known by the person at the time of becoming
a manager and the knowledge of any other manager who reasonably could
and should have communicated it to the acting manager, operate as
notice to or knowledge of the LLC.
(2)
Notice to or knowledge of any owner while the owner is acting solely
in the capacity of an owner is not notice to or knowledge of the LLC.
The debts, obligations, and liabilities of an LLC, whether arising
in contract, tort, or otherwise, shall be solely the debts, obligations,
and liabilities of the LLC. Except as otherwise specifically provided
in this chapter, an owner or manager of an LLC is not personally liable
for any debt, obligation, or liability of an LLC, as defined in the
operating agreement.
An owner of an LLC is not a proper party to a proceeding by
or against an LLC solely by reason of being an owner of the LLC, except
if any of the following exist:
A.
Unless otherwise provided in the operating agreement, an action on
behalf of an LLC may be brought in the name of the LLC by:
(1)
One or more owners of the LLC, if authorized by a majority in interest
of owners, excluding the vote of any owner who has an interest in
the outcome of the action that is adverse to the interest of the LLC.
(2)
One or more managers of an LLC if the management of the LLC is vested
in one or more managers, or if the managers are authorized to sue
by a majority in interest of owners.
B.
Nothing contained herein shall be construed as authorizing actions
of any kind whatsoever against the Band as owner unless otherwise
provided in the operating agreement.
