[History: Tribal Act #11-29.2313, enacted by Tribal Council
February 15, 2012.]
(a) Unless the Articles of Organization vest management in one or more
managers, management of the LLC shall be vested in the owners, subject
to any provision in the operating agreement or this Code restricting
or enlarging the management rights and duties of any owner or group
of owners.
(b) In an owner-managed liability company, the following rules shall
apply, subject to the provisions of the operating agreement or this
Code:
(1) A difference arising among owners as to a matter in the ordinary
course of the activities of the LLC may be decided by a majority of
the owners.
(2) An act outside the ordinary course of activities of a limited liability
company may be undertaken only with the consent of all the owners.
(c) If the Articles of Organization vest management in one or more managers,
management of the business or affairs of the LLC shall be invested
in the manager or managers, subject to any provisions in the operating
agreement or this Code restricting or enlarging the management rights
and duties of any manager or group of managers. Unless otherwise provided
in the operating agreement, the manager, or managers:
(1) Shall be designated, appointed, elected, removed, or replaced by
a vote of a majority in interest of the owners.
(2) Need not be owners of the LLC nor individuals.
(3) Unless earlier removed or earlier resigned, shall hold office until
a successor is elected and qualified.
[History: Tribal Act #11-29.2313, enacted by Tribal Council
February 15, 2012.]
(a) Unless otherwise provided in the operating agreement:
(1) No owner or manager shall act or fail to act in a manner that constitutes
any of the following:
(A)
A willful failure to deal fairly with the LLC or its owners
in connection with a matter in which the owner or manager has a material
conflict of interest.
(B)
A violation of criminal law involving moral turpitude.
(C)
A transaction from which the owner or manager derived an improper
personal profit.
(2) Every owner and manager shall account to the LLC and hold as trustee
for it any improper personal profit derived by that owner or manager
without the consent of a majority of the disinterested owners or managers,
or other persons participating in the management of the LLC, from
any of the following:
(A)
A transaction connected with the organization, conduct, or winding
up of the LLC.
(B)
A use by an owner or manager of the property of an LLC, including
confidential or proprietary information or other matters entrusted
to the person as a result of the person's status as owner or manager.
(b) An LLC's operating agreement may impose duties on its owners and managers that are in addition to, but not in abrogation of, those provided in Subsection
(a) above.
[History: Tribal Act #11-29.2313, enacted by Tribal Council
February 15, 2012.]
(a) In this section, "expenses" mean expenses of defending a lawsuit,
including attorney's fees, and any civil judgment or penalty, or settlement
payment in lieu thereof, paid in connection with a lawsuit against
an owner or manager in such capacity.
(b) An LLC shall indemnify or allow expenses to each owner and each manager
for all reasonable expenses incurred with respect to a proceeding
if that owner or manager was a party to the proceeding in the capacity
of an owner or manager.
(c) The operating agreement may alter or provide additional rights to
indemnification or allowance of expenses to owners and managers.
(d) Notwithstanding Subsections
(b) and
(c) above, an LLC may not indemnify an owner or manager unless it is determined that the owner or manager did not breach or fail to perform a duty to the LLC as provided in Section 823.
(e) Unless otherwise provided in the operating agreement:
(1) An owner or manager shall be conclusively presumed not to have breached
or failed to perform a duty to the LLC to the extent that the owner
or manager has been successful on the merits or otherwise in the defense
of the proceeding.
(2) In situations not described in Paragraph (1), above, the determination
of whether an owner or manager has breached or failed to perform a
duty to the LLC shall be made by the vote of a majority in interest
of the owners, excluding any owner who is a party to the same or related
proceeding unless all owners are parties.
[History: Tribal Act #11-29.2313, enacted by Tribal Council
February 15, 2012.]
(a) Unless otherwise provided in the operating agreement or this section, and subject to Subsection
(b) below, an affirmative vote, approval, or consent as follows shall be required to decide any matter connected with the business of an LLC:
(1) If management of an LLC is reserved to the owners, an affirmative
vote, approval, or consent by a majority in interest of owners.
(2) If the management of an LLC is vested in one or more managers, the
affirmative vote, consent, or approval of more than 50% of the managers.
(b) Unless otherwise provided in the operating agreement or this Code,
the affirmative vote, approval, or consent of all owners shall be
required to do any of the following:
(1) Amend the Articles of Organization.
(2) Issue an interest in an LLC to any person.
(3) Adopt, amend, or revoke the operating agreement.
(4) Allow an LLC to accept any additional contribution from an owner.
(5) Allow a partial redemption of an interest in an LLC under Section
834.
(6) Value contributions of owners under Section 829.
(7) Authorize a manager, owner, or other person to do any act on behalf
of the LLC that contravenes the operating agreement.
(c) Unless otherwise provided in the operating agreement, if any owner
is precluded from voting with respect to a given matter, the value
of the contribution represented by the interest in the LLC with respect
to which the owner would otherwise have been entitled to vote shall
be excluded from the total contributions made to the LLC for purposes
of determining the 50% threshold under Section 805(i) for that matter.
(d) Unless otherwise provided in operating agreement or this section,
if all or part of an interest in the LLC is assigned under Section
843, the assigning owner shall be considered the owner of the assigned
interest for purposes of determining the 50% threshold under Section
805(i) until the assignee of the interest in the LLC becomes an owner
under Section 845.
[History: Tribal Act #11-29.2313, enacted by Tribal Council
February 15, 2012.]
(a) An LLC shall keep at its principal place of business all of the following:
(1) A list, in alphabetical order, of each past and present owner and,
if applicable, manager.
(2) A copy of the Articles of Organization and all amendments to the
articles, together with executed copies of any powers of attorney
under which any articles were executed.
(3) A copy of the operating agreement and all amendments thereto.
(4) A record of all matters referred to in this Code as maintained in
such records which are not otherwise specified in the operating agreement.
(b) Upon reasonable request, an owner may, at the owner's own expense,
inspect and copy during ordinary business hours any LLC record unless
otherwise provided in the operating agreement.
(c) Owners or, if the management of the LLC is vested in one or more
managers, managers shall provide true and full information of all
things affecting the owners to any owner or to the legal representative
of any owner upon reasonable request of the owner or the legal representative.
(d) Failure of an LLC to keep or maintain any of the records of information
required under this section shall not be grounds for imposing liability
on any person for the debts and obligations of the LLC.
[History: Tribal Act #11-29.2313, enacted by Tribal Council
February 15, 2012.]
(a) In connection with the formation of an LLC, a person acquiring an
LLC interest is admitted as an owner upon formation unless the operating
agreement otherwise provides.
(b) After the formation of an LLC, a person acquiring an LLC interest
is admitted as an owner of the LLC as specified in the operating agreement
or, if not so specified, by consent of all the other owners, or, if
the person is an assignee of another person's LLC interest, only pursuant
to Section 842.
[History: Tribal Act #11-29.2313, enacted by Tribal Council
February 15, 2012.]
(a) A person ceases to be an owner of an LLC upon the simultaneous occurrence
of and at the same time of any of the following events:
(1) The owner withdraws by voluntary act.
(2) The owner is removed as an owner in accordance with the operating
agreement or this Code.
(3) Unless otherwise provided in the operating agreement or by the written
consent of all owners at the time of the event, the owner does any
of the following:
(A)
Makes an assignment for the benefit of the creditors.
(B)
Files a petition in bankruptcy.
(C)
Becomes the subject of an order for relief under the federal
bankruptcy law or state or Tribal insolvency laws.
(D)
Fails to gain dismissal of any federal bankruptcy or state or
Tribal insolvency proceeding within 120 days of commencement of an
involuntary proceeding.
(4) Unless provided in the operating agreement or by the written consent
of all owners, if the owner is an individual, either of the following
occurs:
(B)
The entry of an order by a court of competent jurisdiction adjudicating
the owner incompetent to manage the owner's person or estate.
(5) Unless otherwise provided in the operating agreement or by written
agreement or by the written consent of all owners at the time, if
the owner is a trust, corporation, partnership, or limited liability
company upon liquidation, dissolution, or termination.
(b) The owners may provide in the operating agreement for other events
the occurrence of which result in a person ceasing to be an owner
of the LLC.
(c) Unless the operating agreement provides that an owner does not have
the power to withdraw by voluntary act from an LLC, the owner may
do so at any time by giving written notice to the other owners or
as provided in the operating agreement. If the owner has the power
to withdraw but the withdrawal is a breach of the operating agreement,
the LLC may offset the damages against the amount otherwise distributable
to the owner, in addition to pursuing any remedies provided for in
the operating agreement or otherwise available under applicable law.