(1) 
The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.
(2) 
It is the policy of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.
(3) 
To the extent that, at law or in equity, a member or manager or other person has duties (including fiduciary duties) to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by a limited liability company agreement, the member’s or manager’s or other person’s duties may be expanded or restricted or eliminated by provisions in the limited liability company agreement; provided, that the limited liability company agreement may not eliminate the implied contractual covenant of good faith and fair dealing.
(4) 
Unless otherwise provided in a limited liability company agreement, a member or manager or other person shall not be liable to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by a limited liability company agreement for breach of fiduciary duty for the member’s or manager’s or other person’s good faith reliance on the provisions of the limited liability company agreement.
(5) 
A limited liability company agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties (including fiduciary duties) of a member, manager or other person to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by a limited liability company agreement; provided, that a limited liability company agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.
(6) 
Unless the context otherwise requires, as used herein, the singular shall include the plural and the plural may refer to only the singular. The use of any gender shall be applicable to all genders. The captions contained herein are for purposes of convenience only and shall not control or affect the construction of this chapter.
(7) 
RCW 62A.9A-406 and 62A.9A-408 of Article Nine of the Uniform Commercial Code (including that of the Tribe or any other jurisdiction) do not apply to any interest in a limited liability company, including all rights, powers and interests arising under a limited liability company agreement or this chapter. This provision prevails over RCW 62A.9A-406 and 62A.9A-408 of the Uniform Commercial Code. The provisions of RCW 62A.9A-109(d)(14) of the Washington UCC shall be ineffective to limit the application of the Washington UCC to any limited liability company in which the Tribe, a Section 17 Corporation wholly owned or partially owned by the Tribe, or an instrumentality of the Tribe or wholly owned entity of the Tribe is a member.
(8) 
Action validly taken pursuant to one provision of this chapter shall not be deemed invalid solely because it is identical or similar in substance to an action that could have been taken pursuant to some other provision of this chapter but fails to satisfy one or more requirements prescribed by such other provision.
(9) 
A limited liability company agreement that provides for the application of Tribal law shall be governed by and construed under the laws of the Tribe in accordance with its terms.
(Res. 2021-306)
If any provision of the ordinance codified in this chapter or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end, the provisions of this chapter are severable.
(Res. 2021-306)
In any case not provided for in this chapter, the rules of law and equity, including the law merchant, shall constitute persuasive authority, and with the laws of the Tribe, shall govern. This chapter is based in large part on the Limited Liability Act of the state of Delaware, and the judicial construction of such law shall also constitute persuasive authority in the interpretation and application of this chapter by the Court.
(Res. 2021-306)
(1) 
No document required to be filed under this chapter shall be effective until the applicable fee required by this section is paid. The following fees shall be paid to and collected by the Secretary for the use of the Tribe:
(a) 
Upon the receipt for filing of an application for reservation of name, an application for renewal of reservation or a notice of transfer or cancelation of reservation pursuant to TTC § 15.18.103(2), a fee in the amount of $75.00.
(b) 
Upon the receipt for filing of a certificate under TTC § 15.18.104(2), a fee in the amount of $200.00, upon the receipt for filing of a certificate under TTC § 15.18.104(3), a fee in the amount of $200.00, and upon the receipt for filing of a certificate under TTC § 15.18.104(4), a fee in the amount of $2.00 for each limited liability company whose registered agent has resigned by such certificate.
(c) 
Upon the receipt for filing of a certificate of formation under TTC § 15.18.201, a fee in the amount of $70.00, a certificate of conversion to limited liability company under TTC § 15.18.214, a certificate of conversion to a non-Tribal entity under TTC § 15.18.216, a certificate of amendment under TTC § 15.18.202 (except as otherwise provided in subsection (1)(k) of this section), a certificate of cancelation under TTC § 15.18.203, a certificate of merger or consolidation or a certificate of ownership and merger under TTC § 15.18.209, a restated certificate of formation under TTC § 15.18.208, a certificate of amendment of a certificate with a future effective date or time under TTC § 15.18.206(3), a certificate of termination of a certificate with a future effective date or time under TTC § 15.18.206(3), a certificate of correction under TTC § 15.18.211, or a certificate of revival under TTC § 15.18.1109, a fee in the amount of $180.00.
(d) 
For certifying copies of any paper on file as provided for by this chapter, a fee in the amount of $50.00 for each copy certified.
(e) 
The Secretary may issue photocopies or electronic image copies of instruments on file, as well as instruments, documents and other papers not on file, and for all such photocopies or electronic image copies, whether certified or not, a fee of $10.00 shall be paid for the first page and $2.00 for each additional page. The Secretary may also issue microfiche copies of instruments on file as well as instruments, documents and other papers not on file, and for each such microfiche a fee of $2.00 shall be paid therefor. Notwithstanding any Freedom of Information Act of the Tribe or other provision of this code granting access to public records, the Secretary shall issue only photocopies, microfiche or electronic image copies of records in exchange for the fees described above.
(f) 
(Reserved)
(g) 
(Reserved)
(h) 
For preclearance of any document for filing, a fee in the amount of $250.00.
(i) 
For preparing and providing a written report of a record search, a fee in the amount of $50.00.
(j) 
For issuing any certificate of the Secretary, including but not limited to a certificate of good standing, other than a certification of a copy under subsection (1)(d) of this section, a fee in the amount of $50.00, except that for issuing any certificate of the Secretary that recites all of a limited liability company’s filings with the Secretary, a fee of $175.00 shall be paid for each such certificate.
(k) 
For receiving and filing and/or indexing any certificate, affidavit, agreement or any other paper provided for by this chapter, for which no different fee is specifically prescribed, a fee in the amount of $200.00. For filing any instrument submitted by a limited liability company or foreign limited liability company that only changes the registered office or registered agent and is specifically captioned as a certificate of amendment changing only the registered office or registered agent, a fee in the amount of $50.00; provided, that no fee shall be charged pursuant to TTC § 15.18.206(5).
(l) 
The Secretary may in the Secretary’s own discretion charge a fee of $60.00 for each check received for payment of any fee that is returned due to insufficient funds or the result of a stop payment order.
(2) 
In addition to those fees charged under subsection (1) of this section, there shall be collected by and paid to the Secretary the following:
(a) 
For all services described in subsection (1) of this section that are requested to be completed within 30 minutes on the same day as the day of the request, an additional sum of up to $7,500 and for all services described in subsection (1) of this section that are requested to be completed within one hour on the same day as the day of the request, an additional sum of up to $1,000 and for all services described in subsection (1) of this section that are requested to be completed within two hours on the same day of the request, an additional sum of up to $500.00;
(b) 
For all services described in subsection (1) of this section that are requested to be completed within the same day as the day of the request, an additional sum of up to $300.00; and
(c) 
For all services described in subsection (1) of this section that are requested to be completed within a 24-hour period from the time of the request, an additional sum of up to $150.00.
The Secretary shall establish (and may from time to time amend) a schedule of specific fees payable pursuant to this subsection.
(3) 
The Secretary may in his or her discretion permit the extension of credit for the fees required by this section upon such terms as the Secretary shall deem to be appropriate.
(4) 
The Secretary shall retain from the revenue collected from the fees required by this section a sum sufficient to provide at all times a fund of at least $500.00, but not more than $1,500, from which the Secretary may refund any payment made pursuant to this section to the extent that it exceeds the fees required by this section. The funds shall be deposited in a financial institution which is a legal depository of the Tribe’s moneys to the credit of the Secretary and shall be disbursable on order of the Secretary.
(5) 
(Reserved)
(Res. 2021-306)
All provisions of this chapter may be altered from time to time or repealed and all rights of members and managers are subject to this reservation. Unless expressly stated to the contrary in this chapter, all amendments of this chapter shall apply to limited liability companies and members and managers whether or not existing as such at the time of the enactment of any such amendment.
(Res. 2021-306)
(1) 
A domestic limited liability company whose certificate of formation has been canceled pursuant to TTC § 15.18.104(4) may be revived by filing in the office of the Secretary a certificate of revival accompanied by the payment of the fee required by TTC § 15.18.1105(1)(c). The certificate of revival shall set forth:
(a) 
The name of the limited liability company at the time its certificate of formation was canceled and, if such name is not available at the time of revival, the name under which the limited liability company is to be revived;
(b) 
The date of filing of the original certificate of formation of the limited liability company;
(c) 
The address of the limited liability company’s registered office within the Reservation and the name and address of the limited liability company’s registered agent within the Reservation;
(d) 
A statement that the certificate of revival is filed by one or more persons authorized to execute and file the certificate of revival to revive the limited liability company; and
(e) 
Any other matters the persons executing the certificate of revival determine to include therein.
(2) 
The certificate of revival shall be deemed to be an amendment to the certificate of formation of the limited liability company, and the limited liability company shall not be required to take any further action to amend its certificate of formation under TTC § 15.18.202 with respect to the matters set forth in the certificate of revival.
(3) 
Upon the filing of a certificate of revival, a limited liability company shall be revived with the same force and effect as if its certificate of formation had not been canceled pursuant to TTC § 15.18.104(4). Such revival shall validate all contracts, acts, matters and things made, done and performed by the limited liability company, its members, managers, employees and agents during the time when its certificate of formation was canceled pursuant to TTC § 15.18.104(4), with the same force and effect and to all intents and purposes as if the certificate of formation had remained in full force and effect. All real and personal property, and all rights and interests, which belonged to the limited liability company at the time its certificate of formation was canceled pursuant to TTC § 15.18.104(4) or which were acquired by the limited liability company following the cancelation of its certificate of formation pursuant to TTC § 15.18.104(4), and which were not disposed of prior to the time of its revival, shall be vested in the limited liability company after its revival as fully as they were held by the limited liability company at, and after, as the case may be, the time its certificate of formation was canceled pursuant to TTC § 15.18.104(4). After its revival, the limited liability company shall be as exclusively liable for all contracts, acts, matters and things made, done or performed in its name and on its behalf by its members, managers, employees and agents prior to its revival as if its certificate of formation had at all times remained in full force and effect.
(Res. 2021-306)