16.05.020 Definitions

As used in this chapter unless the context otherwise requires:

(a) "Bankruptcy" means an event that causes a person to cease to be a member as provided in Section 16.05.320 of this chapter.

(b) "Certificate of formation" means the certificate referred to in Section 16.05.130 of this chapter, and the certificate as amended.

(c) "Contribution" means any cash, property, services rendered or a promissory note or other obligation to contribute cash or property or to perform services, which a person contributes to a limited liability company in the person's capacity as a member.

(d) "Foreign limited liability company" means a limited liability company formed under laws other than the laws of the Tribe.

(e) "Knowledge" means a person's actual knowledge of a fact, rather than the person's constructive knowledge of the fact.

(f) "Limited liability company" and "domestic limited liability company" means a limited liability company formed under the laws of the Tribe and having 1 or more members.

(g) "Limited liability company agreement" means any agreement, written or oral, of the member or members as to the affairs of a limited liability company and the conduct of its business. A limited liability company agreement of a limited liability company having only 1 member shall not be unenforceable by reason of there being only 1 person who is a party to the limited liability company agreement. A written limited liability company agreement or another written agreement or writing:

(1) May provide that a person shall be admitted as a member of a limited liability company, or shall become an assignee of a limited liability company interest or other rights or powers of a member to the extent assigned, and shall become bound by the limited liability company agreement:

(A) If such person (or a representative authorized by such person orally, in writing or by other action such as payment for a limited liability company interest) executes the limited liability company agreement or any other writing evidencing the intent of such person to become a member or assignee; or

(B) Without such execution, if such person (or a representative authorized by such person orally, in writing or by other action such as payment for a limited liability company interest) complies with the conditions for becoming a member or assignee as set forth in the limited liability company agreement or any other writing; and

(2) Shall not be unenforceable by reason of its not having been signed by a person being admitted as a member or becoming an assignee as provided in subparagraph a. of this paragraph, or by reason of its having been signed by a representative as provided in this chapter.

(h) "Limited liability company interest" means a member's share of the profits and losses of a limited liability company and a member's right to receive distributions of the limited liability company's assets.

(i) "Liquidating trustee" means a person carrying out the winding up of a limited liability company.

(j) "Manager" means a person who is named as a manager of a limited liability company in, or designated as a manager of a limited liability company pursuant to, a limited liability company agreement or similar instrument under which the limited liability company is formed.

(k) "Member" means a person who has been admitted to a limited liability company as a member as provided in Section 16.05.290 of this chapter or, in the case of a foreign limited liability company, in accordance with the laws of the state or foreign country or other foreign jurisdiction under which the foreign limited liability company is organized.

(l) "Person" means a natural person, partnership (whether general or limited and whether domestic or foreign), limited liability company, foreign limited liability company, trust, estate, association (including any group, organization, co- tenancy, plan, board, council or committee), corporation, custodian, nominee or any other individual or entity (or series thereof) in its own or any representative capacity, in each case, whether domestic or foreign.

(m) "Personal representative" means, as to a natural person, the executor, administrator, guardian, conservator or other legal representative thereof and, as to a person other than a natural person, the legal representative or successor thereof.

(n) "Reservation" means the land recognized by the United States as the St. Regis Mohawk Reservation and which is part of the land set aside for use of the Indians of the Village of St. Regis, referenced in the Treaty with the Seven Nations of Canada, 7 Stat. 55, as well as any lands now or hereafter held by the United States in trust for the Tribe.

(o) "Secretary" means the General Counsel appointed by the Tribal Council.

(p) "State" means the District of Columbia or the Commonwealth of Puerto Rico or any state, territory, possession or other jurisdiction of the United States other than the Tribe.

(q) "Tribal Council" means the St. Regis Mohawk Tribal Council.

(r) "Tribal Court Clerk" means the clerk of the St. Regis Mohawk Tribal Court or, during such time as the Tribal Court consists of the Tribal Council as provided in Section 16.05.020(t) of this chapter, the executive assistant to the Tribal Council.

(s) "Tribal Court" means the St. Regis Mohawk Indian Tribal Court established by the Tribe which, until a separate Tribal Court of general jurisdiction is established by the Tribal Council, shall consist of the Tribal Council.

(t) "Tribe" means the St. Regis Mohawk Indian Tribe.