16.05.100 Service of Process on Managers and Liquidating Trustees

(a) A manager or a liquidating trustee of a limited liability company may be served with process in the manner prescribed in this section in all civil actions or proceedings brought within the Reservation involving or relating to the business of the limited liability company or a violation by the manager or the liquidating trustee of a duty to the limited liability company, or any member of the limited liability company, whether or not the manager or the liquidating trustee is a manager or a liquidating trustee at the time suit is commenced. A manager's or a liquidating trustee's serving as such constitutes such person's consent to the appointment of the registered agent of the limited liability company (or, if there is none, the Secretary) as such person's agent upon whom service of process may be made as provided in this section. Such service as a manager or a liquidating trustee shall signify the consent of such manager or liquidating trustee that any process when so served shall be of the same legal force and validity as if served upon such manager or liquidating trustee within the Reservation and such appointment of the registered agent (or, if there is none, the Secretary) shall be irrevocable. As used in this subsection (a) and in subsections (b), (c) and (d) of this section, the term "manager" refers (i) to a person who is a manager as defined in Section 16.05.020(j) of this chapter and (ii) to a person, whether or not a member of a limited liability company, who, although not a manager as defined in Section 16.05.020(j) of this chapter, participates materially in the management of the limited liability company; provided however, that the power to elect or otherwise select or to participate in the election or selection of a person to be a manager as defined in Section 16.05.020(j) of this chapter shall not, by itself, constitute participation in the management of the limited liability company.

(b) Service of process shall be effected by serving the registered agent (or, if there is none, the Secretary) with 1 copy of such process in the manner provided by law of the Tribe for service of writs of summons or, if there is no manner provided by law of the Tribe for service of a writ of summons, then by registered United States mail. In the event service is made under this subsection upon the Secretary, the plaintiff shall pay to the Secretary the sum of $50 for the use of the Tribe, which sum shall be taxed as part of the costs of the proceeding if the plaintiff shall prevail therein. In addition, the Tribal Court Clerk in which the civil action or proceeding is pending shall, within 7 days of such service, deposit in the United States mails, by registered mail, postage prepaid, true and attested copies of the process, together with a statement that service is being made pursuant to this section, addressed to such manager or liquidating trustee at the registered office of the limited liability company and at the manager's or liquidating trustee's address last known to the party desiring to make such service.

(c) In any action in which any such manager or liquidating trustee has been served with process as hereinabove provided, the time in which a defendant shall be required to appear and file a responsive pleading shall be computed from the date of mailing by the Tribal Court Clerk as provided in subsection (b) of this section; however, the Tribal Court in which such action has been commenced may order such continuance or continuances as may be necessary to afford such manager or liquidating trustee reasonable opportunity to defend the action.

(d) (1) Subject to paragraph 2 of this subsection, in a written limited liability company agreement or other writing, a manager or member must, at a minimum, consent to be subject to the non-exclusive jurisdiction of the Tribal Court and may, in addition, consent to be subject to the nonexclusive jurisdiction of the courts of, or arbitration in, a specified jurisdiction, or the exclusive jurisdiction of the Tribal Court, or the exclusivity of arbitration in a specified jurisdiction or within the Reservation, and to be served with legal process in the manner prescribed in such limited liability company agreement or other writing. Except by agreeing to arbitrate any arbitrable matter in a specified jurisdiction or within the Reservation, a member who is not a manager may not waive its right to maintain a legal action or proceeding in the Tribal Court with respect to matters relating to the organization or internal affairs of a limited liability company.

(1) Paragraph 1 of this subsection does not apply to any limited liability company in which the Tribe, Te Wà Tha Hón:Ni Corporation, or an instrumentality of the Tribe or wholly-owned entity of the Tribe is a member. As to such limited liability companies, in a written limited liability company agreement or other writing, a manager or member must, at a minimum, consent to be subject to the non-exclusive jurisdiction of the Tribal Court and may, in addition, consent to be subject to the nonexclusive jurisdiction of the courts of, or arbitration in, a specified jurisdiction, or the exclusive jurisdiction of the Tribal Court, or the exclusivity of arbitration in a specified jurisdiction or within the Reservation, and to be served with legal process in the manner prescribed in such limited liability company agreement or other writing, but only as to suits or to arbitration between or among the limited liability company, its members, and/or the Tribe, and not as to any third parties. Any such limited liability company, or a member of such limited liability company that is the Tribe, Te Wà Tha Hón:Ni Corporation, or an instrumentality of the Tribe or wholly-owned entity of the Tribe, may consent to suit by third parties pursuant to Section 16.05.310(c) of this chapter.

(e) Nothing herein contained limits or affects the right to serve process in any other manner now or hereafter provided by law. This section is an extension of and not a limitation upon the right otherwise existing of service of legal process upon nonresidents.

(f) The Tribal Court may make all necessary rules respecting the form of process, the manner of issuance and return thereof and such other rules which may be necessary to implement this section and are not inconsistent with this section.