This Code shall be known and may be cited as the Port Gamble S’Klallam Tribe Limited Liability Company Code.
(Res. 08-A-053, 3/25/2008, on an emergency basis. Finalized after a public hearing 3/14/2016 via Res. 16-A-020, 3/28/2016)
The Port Gamble S’Klallam Tribal Council is authorized to enact this Code pursuant to the Constitution of the Port Gamble S’Klallam Tribe, Articles IV.3.N and IV.3.O.
(Res. 08-A-053, 3/25/2008, on an emergency basis. Finalized after a public hearing 3/14/2016 via Res. 16-A-020, 3/28/2016)
The provisions of this Code shall apply to all limited liability companies authorized herein and formed under the laws and sovereign power of the Port Gamble S’Klallam Tribe, whether before or after the enactment hereof, and as more specifically prescribed herein.
(Res. 08-A-053, 3/25/2008, on an emergency basis. Finalized after a public hearing 3/14/2016 via Res. 16-A-020, 3/28/2016)
(a)
The purposes of this Title are:
(1)
To encourage commerce by allowing limitations on the liability of participants in tribally-authorized business enterprises;
(2)
To allow greater flexibility in the organization and operation of business entities created under the sovereign authority of the Tribe;
(3)
To ensure that business assets within the jurisdiction of the Tribe may be made available to satisfy valid claims of business creditors of tribally-authorized business enterprises; and
(4)
To simplify, clarify and modernize the laws applicable to businesses created under the sovereign powers of the Tribe.
(b)
The provisions of this Code shall be liberally construed and applied to promote its underlying purposes and policies.
(Res. 08-A-053, 3/25/2008, on an emergency basis. Finalized after a public hearing 3/14/2016 via Res. 16-A-020, 3/28/2016)
In this Code:
(a) “Articles of Operation” or “Operating Agreement”
means an agreement in writing among all of the members as to the conduct of the business of the limited liability company and its relationship with its members.
(b) “Articles of Organization”
means the Articles of Organization of an LLC formed pursuant to this Code.
(d) “Controlled”
as used in reference to limited liability companies controlled by the Tribe includes any limited liability company where the majority of its Board of Managers is chosen by the Tribal Council, as well as entities of the Tribe without boards of directors.
(e) “Distribution”
means a direct or indirect transfer by a limited liability company of money or other property to or for the benefit of its members in respect to their interests.
(f) "Foreign Limited Liability Company"
means an entity that is formed under the limited liability company laws of any government other than this Tribal government.
(g) “Limited Liability Company”
means an organization formed under this Code.
(h) “Manager” or “Managers”
means the entity or entities designated to manage the company formed pursuant to this Code.
(j) “Membership Interest”
means the Member’s rights in the limited liability company, including all economic and governance interests therein.
(k) “Operating Agreement”
means any written agreement made by the Member as to the affairs of a limited liability company and the conduct of its business in any manner not inconsistent with law or the articles of organization, including all amendments thereto.
(l) “Organizer(s)”
means the individual person or entity(ies) which signs and delivers the articles of organization to the Tribal Secretary.
(m) "Person"
means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
(n) “Tribal Council”
means the governing body of the Tribe pursuant to Article IV of the Tribe’s Constitution.
(o) “Tribal Court”
means the Port Gamble S’Klallam Tribal Court.
(Res. 08-A-053, 3/25/2008, on an emergency basis. Finalized after a public hearing 3/14/2016 via Res. 16-A-020, 3/28/2016)
(a)
The name of any limited liability company shall contain the words “Limited Liability Company,” or shall contain the abbreviation “LLC”.
(b)
No limited liability company formed pursuant to this Code shall use any company name which is the same as, or deceptively similar to, any other limited liability company formed pursuant to this Code.
(Res. 08-A-053, 3/25/2008, on an emergency basis. Finalized after a public hearing 3/14/2016 via Res. 16-A-020, 3/28/2016)
All limited liability companies formed pursuant to the sovereign power of the Tribe shall appoint a person to accept the service of judicial process on the company. All limited liability companies shall notify the Tribal Council of any change in the name or address of the company’s registered agent. All limited liability companies formed pursuant to the sovereign powers of the Tribe are hereby deemed to consent to the appointment of the Tribal Council as their agent for the acceptance of service of process in the event the company shall have failed to notify the Tribal Council of any change in the name or the address of its registered agent. In such cases, service upon the Tribal Council shall be deemed to be service on such company effective 10 days after the date the Tribal Council is served; provided, the Tribal Council shall mail notice of such service to any incorporator, director, officer or member of the company at the most recent address noted in the files of the Tribal Council.
(Res. 08-A-053, 3/25/2008, on an emergency basis. Finalized after a public hearing 3/14/2016 via Res. 16-A-020, 3/28/2016)