(a) 
One or more persons may organize a limited liability company by signing and delivering articles of organization to the Tribal Secretary for filing. The organizer(s) need not be members of the LLC at the time of organization or thereafter.
(b) 
The articles of organization shall contain all of and only the following information:
(1) 
A statement that the LLC is organized under this Code.
(2) 
The name of the limited liability company.
(3) 
The name and address of the initial agent for service of process on the limited liability company.
(4) 
A statement as whether the LLC is member-managed or manager-managed.
(5) 
For LLCs wholly-owned by the Tribe, a statement as to whether the LLC enjoys the Tribe’s sovereign immunity and other privileges and the scope of any waiver of that immunity from unconsented suit.
(6) 
For LLCs wholly-owned by the Tribe, a statement as to the authorization of the formation of the LLC by the Tribal Council including the authority under which the authorization is given, the person(s) designated as the organizer(s) of the LLC, and the tribal resolution number authorizing the formation of the LLC.
(7) 
The name, address and signature of the duly authorized organizer of the LLC.
(c) 
It is not necessary to set out in the articles any of the powers of a limited liability company enumerated in this Code.
(d) 
The LLC is formed and the effective date of the formation is the date when the articles of organization are filed by the organizer and accepted by the Tribal Secretary. The Tribal Secretary shall assign an identification number to each article of organization.
(e) 
The existence of a limited liability company begins upon the filing of the articles. For all purposes, a copy of the articles duly certified by the Tribal Council is conclusive evidence of the formation of a limited liability company and prima facie evidence of its existence.
(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) 
Subject to any limitations contained in the articles or in any operating agreement and to compliance with any other applicable laws, a limited liability company may engage in any lawful business activity, except the banking business, the business of issuing policies of insurance and assuming insurance risks, or the trust company business.
(b) 
A limited liability company shall possess and may exercise all the powers and privileges granted by this Code or by any other law or by its limited liability company agreement, together with any powers incidental thereto, including such powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the limited liability company.
(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) 
For the sole purposes of taxation, regulatory jurisdiction and civil jurisdiction, any limited liability companies formed and owned by the Tribe shall be entitled to all of the privileges and immunities of a federally-recognized Indian tribe, including sovereign immunity.
(b) 
In the case of any limited liability company having its principal place of business on the Port Gamble S’Klallam Reservation or any property held by the United States for the benefit of the Tribe which has been formed under the laws of the Tribe, Tribal law shall control over any conflicting state laws or charter documents in any dispute concerning the status of the limited liability company or the rights and obligations of any persons with respect to the limited liability company.
(c) 
The Tribal Court shall have jurisdiction to decide all questions with respect to the status of limited liability companies formed pursuant to the sovereign powers of the Tribe.
(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) 
Subject to subdivision (b), the articles may be amended at any time and in any manner as the Tribe may determine, as long as the articles as amended contain only those provisions as it would be lawful to insert in original articles filed at the time of the filing of the amendment.
(b) 
The articles shall be amended by filing a certificate of amendment thereto executed by a duly authorized representative of the Tribe or by a representative of the limited liability company duly authorized in accordance with the provisions of the operating agreement or the articles. The certificate of amendment shall be filed with the Tribal Council, and shall set forth all of the following:
(1) 
The name and the Tribal Council’s file number of the limited liability company.
(2) 
The text of the amendment to the articles.
(c) 
A certificate of amendment to the articles shall be filed to effect any of the following:
(1) 
A change in the name of the limited liability company;
(2) 
A change in the name or address of the agent for service of process on the limited liability company; or
(3) 
Any statement in the articles that is incorrect.
(d) 
The limited liability company shall cause to be filed a certificate of amendment to the articles within 30 days of the discovery of any false or erroneous material statement contained in the articles or any amendment thereto.
(e) 
Any person who executes a certificate of amendment shall be liable for any statement materially inconsistent with the operating agreement or any material misstatement of fact contained in the certificate of amendment if the manager knew or should have known that the statement was false when made or that the statement became false and an amendment required by subdivision (d) was not filed, and the person suffering the loss relied on the statement or misstatement.
(f) 
Articles may be restated at any time. Restated articles shall: (i) be filed with and on a form prescribed by the Tribal Council; (ii) specifically designated as “restated” in the heading; (iii) set forth the limited liability company’s name and the Tribal Council’s file number; (iv) set forth the name and address of the agent for service of process; and, (v) set forth all other required matters and may set forth any other matters authorized by this Code. If restated articles include the agent for service of process, any previously filed statements are superseded as to the agent for service of process until another statement is filed subsequent to the filing of the restated articles. If the name of the limited liability company is to be changed by the filing of the restated articles, the old name shall also be set forth in the heading in a manner to indicate the intent to change the name.
(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 power to adopt, alter, amend or repeal the operating agreement of a limited liability company shall be vested in the members. The articles or a written operating agreement may prescribe the manner in which the operating agreement may be altered, amended, or repealed.
(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)