[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limited liability company Code are hereby repealed only to the extent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.