Nottawaseppi Huron Band of the Potawatomi, MI
Calhoun County
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Table of Contents
Table of Contents

§ 4.2-15 Articles of organization.

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.
F. 
Effect of delivery or filing.
(1) 
An LLC is formed when the articles of organization become effective under § 4.2-11D.
(2) 
The Office of the Tribal Council Secretary's filing of the articles of organization is conclusive proof that the LLC is organized and formed under this chapter.

§ 4.2-16 Agency power of owners and managers.

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.
(3) 
If the Band is an owner, the Band's authority shall be exercised pursuant to Article IX of this chapter.
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.

§ 4.2-17 Admissions of owners and managers.

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.

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

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.

§ 4.2-19 Liability of owners to third parties.

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.

§ 4.2-20 Parties to action.

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. 
The object of the proceeding is to enforce an owner's right against or liability to the LLC.
B. 
The action is brought by an owner under § 4.2-21.

§ 4.2-21 Authority to sue.

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.