(a) 
Unless the context requires otherwise, in this Chapter, LLC includes a domestic LLC and a foreign LLC.
(b) 
Unless otherwise provided in articles of operation one or more LLC’s may merge with or into one or more LLC’s or one or more other foreign LLC’s provided in the plan of merger.
(c) 
Interests in a LLC that is a party to a merger may be exchanged for or converted into cash, property, obligations, or interest in the surviving 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) 
Unless otherwise provided in the articles of operation, a LLC that is a party to a proposed merger shall approve the plan of merger by an affirmative vote of a majority in interest of members.
(b) 
Unless otherwise provided in articles of operation, the manager or managers of a LLC may not approve a merger without also obtaining the approval of the LLC’s members under paragraph a, above.
(c) 
Each foreign LLC that is a party to a proposed merger shall approve the merger in the manner and by the vote required by the laws applicable to the foreign LLC.
(d) 
Each LLC that is a party to the merger shall have any rights to abandon the merger that are provided for in the plan of merger or in the laws applicable to the LLC.
(e) 
Upon approval of a merger, the LLC shall notify each member of the approval and of the effective date of the merger.
(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)
Each LLC that is a party to a proposed merger shall enter into a written plan of merger to be approved under Section 26.08.02.
(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 surviving LLC shall deliver to the Tribal Secretary articles of merger, executed by each party to the plan of merger, that include all of the following:
(1) 
The name and state or jurisdiction of organization for each LLC that is to merge.
(2) 
The plan of merger.
(3) 
The name of the surviving or resulting LLC.
(4) 
A statement as to whether the management of the surviving LLC will be reserved to its members or vested in one or more managers.
(5) 
The delayed effective date of the merger, if applicable.
(6) 
A statement whether the Tribe is the sole member.
(7) 
If the Tribe is sole member, a statement as to whether the LLC enjoys the Tribe’s sovereign immunity.
(8) 
A statement that the plan of merger was approved under Section 26.08.02.
(b) 
A merger takes effect upon the effective date of the articles of merger.
(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 merger has the following effects:
(a) 
The LLCs that are parties to the plan of merger become a single entity, which shall be the entity designated in the plan of merger as the surviving LLC.
(b) 
Each party to the plan of merger, except the surviving LLC, ceases to exist.
(c) 
The surviving LLC possesses all of the rights, privileges, immunities, and powers of each merged LLC and is subject to all of the restrictions, disabilities, and duties of each merged LLC.
(d) 
All property and all debts, including contributions, and each interest belonging to or owed to each of the parties to the merger are vested in the surviving LLC without further act.
(e) 
Title to all real estate and any interest in real estate, vested in any party to the merger, does not revert and is not in any way impaired because of the merger.
(f) 
The surviving LLC has all the liabilities and obligations of each of the parties to the plan of merger and any claim existing or action or proceedings pending by or against any merged LLC may be prosecuted as if the merger had not taken place, or the surviving LLC may be substituted in the action.
(g) 
The rights of creditors and any liens on the property of any party to the plan of merger survive the merger.
(h) 
The interests in a LLC that are to be converted or exchanged into interest, cash, obligations, or other property under the terms of the plan of merger are converted and the former interest holders are entitled only to the rights provided in the plan of merger of the rights otherwise provided by law.
(i) 
The articles of organization of the surviving LLC are amended to the extent provided in the articles of merger.
(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, upon receipt of the notice of merger, a member who did not vote in favor of the merger may, within twenty (20) days after the date of the notice, voluntarily disassociate from the LLC and receive fair value for the member’s LLC interest.
(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)