(a) 
In connection with the formation of a LLC, a person acquiring a LLC interest is admitted as a member upon formation unless the articles of operation otherwise provides.
(b) 
After the formation of a LLC, a person acquiring a LLC interest is admitted as a member of the LLC as specified in the articles of operation or, if not so specified, by a majority in interest of members.
(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 Tribe shall form or become a member of an LLC formed pursuant to the Code only upon approval of such formation or membership by the Tribal Council, as evidenced by a duly authorized tribal resolution.
(b) 
If the Tribe is a member of an LLC formed pursuant to the 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 stated by a duly enacted tribal resolution.
(c) 
If the Tribe is the sole member of a limited liability company formed pursuant to the Code, that LLC shall possess the Tribe’s sovereign immunity from unconsented suit except to the extent otherwise provided for in the Articles of Operation as approved by the Tribal Council.
(d) 
Nothing contained in this Code shall be construed as creating any liability or waiving of the Tribe’s sovereign immunity in any manner provided that the assets of an LLC in which the Tribe holds an interest may be subject to liabilities and claims unless otherwise provided herein.
(e) 
In no event shall any manager not a Member of a LLC in which the Tribe is a Member bind the Tribe in any manner; provided that, the Tribe’s interest as Member may be bound by Member actions as stated in the Code and the Articles of Operation of the LLC.
(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) 
A person ceases to be a member of a LLC upon the occurrence of and at the same time of any of the following events:
(1) 
The member withdraws by voluntary act.
(2) 
The member is removed as a member in accordance with articles of operation or this Code.
(3) 
Unless otherwise provided in articles of organization or by the written consent of all members at the time of the event, the member does any of the following:
(i) 
Makes an assignment for the benefit of the creditors.
(ii) 
Files a voluntary petition in bankruptcy.
(iii) 
Becomes the subject of an order for relief under the federal bankruptcy laws or state or tribal insolvency laws.
(iv) 
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 articles of operation or by the written consent of all members, if the member is an individual:
(i) 
The member’s death.
(ii) 
The entry of an order by a court of competent jurisdiction adjudicating the member incompetent to manage the member’s person or estate.
(5) 
Unless otherwise provided in articles of operation or by written agreement or by the written consent of all members at the time, if the member is a trust, corporation, partnership, or limited liability company upon liquidation, dissolution, or termination.
(b) 
The members may provide in articles of operation for other events the occurrence of which result in a person ceasing to be a member of the LLC.
(c) 
Unless articles of operation provide that a member does not have the power to withdraw by voluntary act from a LLC, the member may do so at any time by giving written notice to the other members or as provided in articles of operation. If the member has the power to withdraw but the withdrawal is a breach of the articles of operation, the LLC may offset the damages against the amount otherwise distributable to the member, in addition to pursuing any remedies provided for in articles of operation or otherwise available under applicable law.
(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)
Unless otherwise provided in articles of operation:
(a) 
No member or manager shall act or fail to act in a manner that constitutes any of the following:
(1) 
A willful failure to deal fairly with the LLC or its members in connection with a matter in which the member or manager has a material conflict of interest.
(2) 
A violation of criminal law, unless the member or manager had reasonable cause to believe that the person’s conduct was lawful or no reasonable cause to believe that the conduct was unlawful.
(3) 
A transaction from which the member or manager derived an improper personal profit.
(4) 
Willful misconduct.
(b) 
Every member and manager shall account to the LLC and hold as trustee for it any improper personal profit derived by that member or manager without the consent of a majority of the disinterested members or managers, or other persons participating in the management of the LLC, from any of the following:
(1) 
A transaction connected with the organization, conduct, or winding up of the LLC.
(2) 
A use by a member or manager of the property of a LLC, including confidential or proprietary information or other matters entrusted to the person as a result of the person’s status as member or manager.
(3) 
Articles of operation may impose duties on its members and managers that are in addition to, but not in abrogation of, those provided in paragraph (a), above.
(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) 
A LLC shall keep at its principal place of business all of the following:
(1) 
A list, in alphabetical order, of each past and present member 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 record of all matters referred to in this Code as maintained in such records which are not otherwise specified in the articles of operation.
(b) 
Upon reasonable request, a member may, at the member’s own expense, inspect and copy during ordinary business hours any LLC record unless otherwise provided in articles of operation.
(c) 
Members 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 members to any member or to the legal representative of any member upon reasonable request of the member or the legal representative.
(d) 
Failure of a 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.
(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)