(a) 
A member’s contributions to a LLC may consist of cash, property, or services rendered, or promissory notes or other written obligations to provide cash or property or to perform services.
(b) 
The value of a member’s contribution shall be determined in the manner provided in articles of operation. If the articles of operation does not fix a value to a contribution, the value of a contribution shall be approved by a majority in interest of the members, shall be properly reflected in the records and information kept by the LLC. The value of contributions so determined shall be binding and conclusive on the LLC and its 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) 
An obligation of a member to provide cash or property or to perform services as a contribution to a LLC is not enforceable unless specified in a writing signed by the member.
(b) 
Unless otherwise provided in articles of operation, a member is obligated to a LLC to perform any enforceable promise to provide cash or property or to perform services, even if the member is unable to perform because death, disability, or any other reason. If a member does not provide cash, property, or services as promised, the member is obligated at the option of the LLC to provide cash equal to that portion of the value of the stated contribution that has not been fulfilled.
(c) 
Unless otherwise provided in articles of operation, a member’s obligation to provide cash or property or perform services as a contribution to the LLC may be compromised only by the written consent of all of the 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)
The profits and losses of the LLC shall be allocated among the members in the manner provided in articles of operation. If the members do not enter into articles of operation or the articles of operation does not so provide, profits and losses shall be allocated on the basis of value of the contributions made by each member.
(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) 
Except as provided in this Section, a member is entitled to receive distributions from a LLC before the member’s dissociation from the LLC and before its dissolution and winding up to the extent to the extent and at the times or upon the events specified in articles of organization, or to the extent and at the times determined by the members or managers.
(b) 
Distributions of cash or other assets of a LLC shall be allocated among the members as provided in articles of operation, or if the articles of operation does not provide, on the basis of the value of the contributions made by each member.
(c) 
Except as provided in this Section, upon the distribution in partial liquidation of a member’s interest, the redeeming member is entitled to receive the amount to which the member is entitled under the articles of operation and, if not otherwise provided in the articles of operation, the fair value of the redeemed interest based on the member’s right to share in distributions from the LLC.
(d) 
Except as otherwise provided in this Section, upon an event of dissociation that does not cause dissolution of the LLC, a dissociating member is entitled to receive any distribution to which member is entitled under articles of operation and, if not otherwise provided in the articles of operation the fair value of the member’s interest in the LLC based on the member’s rights to share in distributions from the LLC.
(e) 
Unless otherwise provided in the articles of operation:
(1) 
A member may not demand and receive any distribution from a LLC in any form other than cash.
(2) 
A member may not be compelled to accept a distribution of any asset in kind except for a liquidating distribution made proportionately.
(f) 
At the time that a member becomes entitled to receive a distribution from a LLC, the member has the status of and is entitled to all remedies available to a creditor of the LLC with respect to the distribution.
(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 may not declare or make a distribution to any of its members, if after giving effect to the distribution, any of the following would occur:
(1) 
The LLC would be unable to pay its debts as they become due in the usual course of business.
(2) 
The fair market value of the LLC’s total assets would be less than the sum of its total liabilities plus, unless the articles of operation provide otherwise, the amount that would be needed for the preferential rights upon dissolution of members, if any.
(b) 
An LLC may base a determination that a distribution is not prohibited by paragraph a, above, on any of the following:
(1) 
Financial statements and other financial data prepared on the basis of accounting practices and principles that are reasonable under the circumstances.
(2) 
A fair market valuation or other method that is reasonable under the circumstances.
(c) 
An LLC’s indebtedness to a member incurred by reason of a distribution made in accordance with this Section is at parity with the LLC’s indebtedness to its general unsecured creditors, except to the extent subordinated by written agreement. This Section does not affect the validity or priority of a security interest in a LLC’s property that is created to secure the indebtedness to the member.
(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) 
Other than the Tribe, a manager who votes or assents to a distribution in violation of Section 26.05.05 or of the articles of operation is personally liable to the LLC for the amount of the excess distribution, subject to contribution from all other managers or members participating in such action.
(b) 
A proceeding under this Section is barred unless it is brought within two 2) years after the date on which the effect of the distribution was measured under Section 26.05.05.
(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)