[History: Tribal Act #11-29.2313, enacted by Tribal Council February 15, 2012.]
This Title shall be known as the "Grand Traverse Band Tribal Limited Liability Company Code."
[History: Tribal Act #11-29.2313, enacted by Tribal Council February 15, 2012.]
(a) 
This Code is enacted pursuant to the Grand Traverse Band's inherent sovereign powers and as specifically authorized by the Constitution and Bylaws of the Tribe.
(b) 
The purpose of this Code is to provide for economic development of the Grand Traverse Band and its members by:
(1) 
Providing the legal framework for organizing individually-owned business entities in order to expand the private business sector on Tribal Lands; and
(2) 
Authorizing the formation of wholly-owned Tribal business entities for managing the Tribe's economic activities separate from the general affairs of its Tribal Council, with the ability to enter into legally-binding contracts and commercial relationships without the need for formal Tribal Council action.
(c) 
By the adoption of this Code, the Tribe does not waive its sovereign immunity or consent to suit in any court, federal, tribal or state; and neither the adoption of this Code, nor the incorporation of any limited liability company hereunder, shall be construed to be a waiver of the sovereign immunity of the Tribe or a consent to suit against the Tribe in any court.
[History: Tribal Act #11-29.2313, enacted by Tribal Council February 15, 2012.]
This Code shall apply to all limited liability companies organized under its provisions or that elect to accept the provisions of this Code.
[History: Tribal Act #11-29.2313, enacted by Tribal Council February 15, 2012.]
(a) 
The companies organized and created under this Code shall be subject to this Code, and all other laws of the Tribe except as stated in the next paragraph of this section. By organizing and creating a company under this Code, the company and its owners shall be considered to have entered into a consensual relationship with the Tribe and agree to be subject to the full extent of the Tribe's legislative, regulatory, and adjudicatory jurisdiction. Unless displaced by particular provisions of this Code or other Tribal law, the principles of law and equity supplement this Code.
(b) 
All Tribal ordinances or other laws inconsistent with this Tribal limited liability company Code are hereby repealed only to the extent that such ordinances or laws would otherwise apply to companies organized and created under this Code. To the extent that this Code provides differently than any other Tribal law governing any limited liability company created under this Code, this Code shall govern. This provision shall apply generally to Tribal ordinances and laws and specifically to Title 6 of the Grand Traverse Band Code, known as the Grand Traverse Band of Ottawa and Chippewa Indians Sovereign Immunity Waiver Ordinance.
[History: Tribal Act #11-29.2313, enacted by Tribal Council February 15, 2012.]
Terms used in this Code have the following meanings:
(a) 
"Articles of Organization" means the articles filed under Section 815 and those articles as amended or restated.
(b) 
"Corporation" means a domestic corporation for profit organized under the law of the Tribe or a foreign corporation formed under the laws of any other jurisdiction.
(c) 
"Distribution" means 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.
(d) 
"Entity" includes an individual, a general partnership, limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation or any other legal or commercial entity.
(e) 
"Foreign" refers to limited liability companies, corporations, and limited partnerships organized under the laws of a jurisdiction other than the Tribe.
(f) 
"Limited liability company" or "domestic limited liability company" means an organization formed under this Code, except as provided for in Section 854(a).
(g) 
"Limited liability company interest" or "interest in the limited liability company" or "owner's interest" means an owner's rights in the limited liability company, including rights to distributions, profits and losses, and to participate in management, as specified in the operating agreement.
(h) 
"LLC" means a limited liability company.
(i) 
"Majority in interest" means 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 Code.
(j) 
"Manager" or "managers" means the person(s) or entity(ies) designated to manage the LLC pursuant to the Articles of Organization and operating agreement.
(k) 
"Office of the Secretary" means the Office of the Secretary of the Tribal Council as provided by Article III of the Tribal Constitution, or that individual's designee.
(l) 
"Operating agreement" means 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.
(m) 
"Organizer(s)" means the person(s) or entity(ies) which signs and delivers the Articles of Organization for filing to the Office of the Secretary.
(n) 
"Owner" means a person that is a member of a limited liability company or has ownership interest in a limited liability company. The term does not include a person that has dissociated as an owner under Section 828.
(o) 
"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.
(p) 
"Secretary of the Tribe" means the individual duly elected to the position of Secretary of the Tribal Council, or that individual's designee.
(q) 
"State" includes a state, territory, or possession of the United States, and the District of Columbia.
(r) 
"Tribal Constitution" means the Constitution of the Grand Traverse Band of Ottawa and Chippewa Indians.
(s) 
"Tribal corporation" means a corporation wholly owned by the Tribe and duly formed pursuant to a Section 17 Charter, a Tribal Resolution, a Business corporation Code adopted by the Tribe, or other law.
(t) 
"Tribal Council" means the Tribal Council as established by Article III of the Tribal Constitution as the governing body of the Tribe.
(u) 
"Tribal Court" means the Grand Traverse Band Tribal Court as established by Article V of the Tribal Constitution.
(v) 
"Tribal entity" includes the Tribe, 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 Tribe.
(w) 
"Tribal Lands" means lands owned by the Grand Traverse Band of Ottawa and Chippewa Indians; lands owned by the United States of America in trust for the Grand Traverse Band of Ottawa and Chippewa Indians; and lands within the exterior boundaries of the Grand Traverse Band Reservation.
(x) 
"Tribally-owned LLC" means a limited liability company wholly owned by the Tribe with the Tribe as its sole owner.
(y) 
"Tribally-owned second tiered subsidiary LLC" means a limited liability company wholly owned by a Tribally-owned subsidiary LLC.
(z) 
"Tribally-owned subsidiary LLC" means a limited liability company wholly owned by a Tribally-owned LLC.
(aa) 
"Tribe" means the Grand Traverse Band of Ottawa and Chippewa Indians.
(bb) 
"Trust Land" means land held in trust by the United States for the benefit of the Tribe or its members.
[History: Tribal Act #11-29.2313, enacted by Tribal Council February 15, 2012.]
(a) 
The name of a limited liability company as set forth in its Articles of Organization must contain the words "limited liability company" or end with the abbreviation "L.L.C." or "LLC." The name may not contain language stating or implying that the limited liability company is organized for any purpose other than that permitted under Section 809, below.
(b) 
The name of a domestic LLC shall be distinguishable from any LLC or corporation previously organized under the laws of the Tribe.
[History: Tribal Act #11-29.2313, enacted by Tribal Council February 15, 2012.]
(a) 
A limited liability company's registered agent is the company's agent for receiving service of process, notice, or demand required or permitted by law to be served on the company under the laws of the Tribe.
(b) 
Each LLC shall continuously maintain a registered office and a registered agent. The registered office may, but need not be, the same as any of its places of business. The agent may be the same person then serving in a designated office of the Tribe rather than a specified person if the Tribe is an owner in the LLC of which the Tribe's officer is the appointed agent.
(c) 
An LLC may change its registered office or registered agent, or both, by filing a written notice of change containing the name of its registered agent and the street address of its registered office, as changed, with the Office of the Secretary and paying the filing fee.
(d) 
The registered agent of an LLC may resign as a registered agent by delivering to the Office of the Secretary for filing a written statement of resignation and the appointment by the LLC of another registered agent.
[History: Tribal Act #11-29.2313, enacted by Tribal Council February 15, 2012.]
(a) 
The Tribe shall form or become an owner of a Tribally-owned LLC formed under this Code only upon approval of such action by duly enacted resolution of the Tribal Council.
(b) 
If the Tribe or a Tribal entity is an owner of an LLC formed under this Code, any action which the Tribe is required or permitted to take with respect to any vote, approval, consent, appointment, direction, or other matter shall be taken as specified in Section 882 of this Code or, as to actions related to the managers of a manager-managed LLC, as stated in the LLC's operating agreement approved by the Tribal Council or, if applicable, as approved by the Board of Directors of a Tribally-owned LLC or Tribal entity.
(c) 
If the Tribe is the sole owner of an LLC formed under this Code, such Tribally-owned LLC shall possess all of the privileges and immunities of the Tribe, including the Tribe's sovereign immunity from suit except to the extent otherwise provided in its operating agreement.
(d) 
If a Tribally-owned LLC, of which the Tribe or a Tribal entity is the sole owner, forms a Tribally-owned subsidiary LLC, of which the Tribally-owned LLC is the sole owner, such Tribally-owned subsidiary LLC shall possess all of the privileges and immunities of the Tribe, including the Tribe's sovereign immunity from suit except to the extent otherwise provided in its operating agreement.
(e) 
If a subsidiary Tribally-owned LLC, of which the Tribally-owned LLC is the sole owner, forms a Tribally-owned second tier subsidiary LLC, such Tribally-owned second tier subsidiary LLC shall possess all of the privileges and immunities of the Tribe, including the Tribe's sovereign immunity from suit except to the extent otherwise provided in its operating agreement.
(f) 
If the Tribe or a Tribal entity is an owner with a majority in interest in an LLC formed under this Code, such LLC may possess the privileges and immunities of the Tribe, including sovereign immunity from suit, to the extent allowed by federal law, this Code or its operating agreement.
(g) 
In no event shall any manager who is not an owner of an LLC in which the Tribe is an owner, bind the Tribe in any manner; provided that the Tribe's interest as an owner may be bound by manager or owner actions as stated in this Code and the operating agreement of the LLC.
(h) 
Nothing contained in this Code shall be construed as creating any liability or waiving of sovereign immunity of the Tribe in any manner; provided that the assets of the LLC in which the Tribe holds an interest may be subject to liabilities and claims unless otherwise provided herein. In no event shall any action taken by the Tribe as owner concerning the exercise of any right or privilege or discharge of any duty with respect to an interest in an LLC be construed as a waiver of immunity or creation of a liability on the part of the Tribe separate and apart from its interests as an owner of the LLC.
(i) 
For all Tribally-owned limited liability companies, the additional provisions set forth in Part 9 of this Code shall apply.
[History: Tribal Act #11-29.2313, enacted by Tribal Council February 15, 2012.]
(a) 
A limited liability company may be organized under this Code for any lawful purpose. Unless otherwise provided in its operating agreement, an LLC organized and existing under this Code 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:
(1) 
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 Tribe or is a Tribally-owned second tier subsidiary LLC, it shall be entitled to and shall enjoy the Tribe's sovereign immunity from suit unless the operating agreement otherwise provides.
(2) 
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.
(3) 
Sell, convey, mortgage, pledge, create a security interest in, lease, exchange, or otherwise dispose of all or any part of its property.
(4) 
Lend money, property, and services to, and otherwise assist, its owners and managers, if any.
(5) 
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.
(6) 
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.
(7) 
Lend money, invest and reinvest its funds, and receive and hold real or personal property as security for repayment.
(8) 
Conduct its business, locate offices, and exercise the powers granted by this Code inside or outside of Tribal Lands.
(9) 
Be a promoter, incorporator, partner, owner, associate, or manager of any enterprise or entity.
(10) 
Elect or appoint managers, agents, and employees, define their duties, and fix their compensation.
(11) 
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.
(12) 
Make donations to and otherwise devote its resources for the public welfare or for charitable, scientific, educational, humanitarian, philanthropic, or religious purposes.
(13) 
Indemnify an owner, manager, employee, officer, or agent, or any other person.
(14) 
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.
(15) 
Make payments or donations, or do any other act not prohibited by law, that further the business of the LLC.
(16) 
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, including the creation of subsidiary entities.
[History: Tribal Act #11-29.2313, enacted by Tribal Council February 15, 2012.]
(a) 
Except as otherwise provided in this Code, any document required or permitted by this Code to be delivered for filing in accordance with Section 811 shall be executed by any of the following:
(1) 
Any manager, if management of the LLC is vested in a manager or managers, or by an owner, if management of the LLC is reserved to the owners.
(2) 
All individuals that will be listed as organizers of the LLC in the documents that will be filed pursuant to Section 811. The name and address of each organizer shall be provided.
(3) 
The name of the drafter of the document.
(b) 
The person executing the document shall sign it and state beneath or opposite the signature the person's name and capacity in which the person signs.
(c) 
The person executing the document may do so as an attorney-in-fact. Powers-of-attorney relating to the executing of the document need not be shown to nor filed with the Office of the Secretary.
[History: Tribal Act #11-29.2313, enacted by Tribal Council February 15, 2012.]
(a) 
The Office of the Secretary shall receive all filings required under this Code and maintain the records of such filings pursuant to this section, including, but not limited to, the Articles of Organization, amended or restated articles, annual reports, names and addresses of registered offices and agents, and, in the case of Tribally-owned LLCs, the operating agreement and amendments thereto, and other reports required by this Code.
(b) 
Upon receipt of a document for filing under this Code, the Office of the Secretary shall ensure it meets the requirements herein and then shall stamp or otherwise endorse the date and time of receipt of the original, the duplicate copy, and, upon request, any additional copy received.
(c) 
If the Office of the Secretary refuses to file a request, the Office shall return it to the person tendering the document for filing within five business days after the date on which the document is received by the Office for filing, together with a brief written explanation of the reason for refusal.
(d) 
Any document accepted by the Office of the Secretary shall be effective at the time of receipt unless a delayed effective date and/or time not more than 90 days after receipt by the Office of the Secretary is specified in the document.
(e) 
Fees. The Office of the Secretary shall impose a reasonable filing fee for each document filed, initially not to exceed the sum of $100, and an annual renewal fee initially not to exceed the sum of $25 during the life of the LLC, subject to any uniform schedule of fees as may hereafter be adopted by the Office from time to time.
[History: Tribal Act #11-29.2313, enacted by Tribal Council February 15, 2012.]
Any person may obtain from the Office of the Secretary, upon request, a certificate of status for either a Domestic or a foreign LLC.
[History: Tribal Act #11-29.2313, enacted by Tribal Council February 15, 2012.]
Any person who is adversely affected by the failure or refusal of any person to execute and file any articles or other document required to be filed under this Code may petition the Tribal Court to direct the execution and filing of the articles or other document. Nothing in this Code, however, serves to waive any aspect of the Tribe's sovereign immunity, and any waiver thereof must be provided explicitly in the LLC's Articles of Organization and/or operating agreement.
[History: Tribal Act #11-29.2313, enacted by Tribal Council February 15, 2012.]
An LLC may conduct its business, carry on its operations and have and exercise the powers granted by this Code, in any sovereign native nation, any state, territory, district or possession of the United States, or in any foreign jurisdiction.