Title 16 Business Incorporations

Editor's Notes

References to "this Title" in Title 16 refer only to Chapter 16.01 "General Provisions", Chapter 16.02 "Corporations", Chapter 16.03 "Non-Profit Corporations" and Chapter 16.04 "Miscellaneous". Such references do not refer to Chapter 16.05 "Limited Liability Companies".

Chapter 16.01 General Provisions

Subchapter 1 General Provisions

16.01.010 Short Title

This title shall be known and cited to as "Saint Regis Mohawk Tribe Business Organizations Ordinance."

16.01.020 Purpose

This title is enacted to provide for the creation, organization, and regulation of various business entities under the laws of the Saint Regis Mohawk Tribe.

16.01.030 Definitions

(a) "Articles" means the original articles of incorporation or organization, or any other instrument filed or issued under any statute to organize a domestic or foreign corporation, domestic or foreign non-profit corporation or a limited liability company, as may be amended or restated from time to time.

(b) "Board" means the board of directors or other governing board of a corporation or non-profit corporation.

(d) "Director" means a member of a board of directors.

(e) "Distribution" means a direct or indirect transfer of money or other property, except the corporation's shares, or the incurrence of indebtedness by the corporation to or for the benefit of its shareholders in respect to the corporation's shares.

(f) "Entity" means any Corporation or Non-Profit Corporation formed under this title.

(g) "General Counsel" means the General Counsel of the Tribe.

(h) "Non-Profit Corporation" means a public benefit, mutual benefit or religious corporation incorporated under this title.

(i) "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.

(j) "Shareholder" means a person holding units of proprietary interest in a corporation and is considered to be synonymous with "member" in a nonstock corporation.

(k) "Shares" means the units into which proprietary interests in a corporation are divided and is considered to be synonymous with "membership" in a nonstock corporation.

(l) "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.

(m) "Tribal Council" means the Tribal Council of the Saint Regis Mohawk Tribe.

(n) "Tribal Court Clerk" means the clerk of the Tribal Court.

(o) "Tribal Court" means the Tribal Courts of the Saint Regis Mohawk Tribe.

(p) "Tribal Member" means a person who is enrolled under the Tribe's Membership Code or a person who is eligible to be enrolled regardless of where they reside. "Membership Code" means the 1986 Membership Code of the Tribe, as may be amended from time to time.

(q) "Tribal Secretary" means the Tribe's Office of General Counsel, or such other office within the Tribe as the Tribal Council may determine from time to time.

(r) "Tribal Territory" or "Territory" means all lands within the 1796 Treaty with the Seven Nations of Canada (97 Stat. 55) and includes any other lands over which the Tribe exercises jurisdiction.

(s) "Tribe" means the Saint Regis Mohawk Tribe.

16.01.040 Applicability of Ordinance Generally

The provisions of this title shall apply to all entities organized hereunder or which elect to accept the provisions of this title.

16.01.050 Applicable Law

The entities organized and created under this title shall be subject to this title, and all other laws of the Tribe. By organizing and creating an entity under this title, the entity and all owners shall be considered to have entered into a consensual relationship with the Tribe and expressly consent to be subject to the full extent of the Tribe's legislative, regulatory and adjudicatory jurisdiction. Unless displaced by particular provisions of this title or other Tribal law, the principles of law and equity supplement this title.

16.01.060 Amendment or Repeal of this title

This title may be amended by the Tribal Council and shall be processed following the Tribal Procedures Act and include notice to, and review by, the Community.

16.01.070 Sovereign Immunity

By the adoption of this title, the Tribe does not waive its sovereign immunity or consent to suit in any court, federal, tribal or state, and neither the adoption of this title, nor the incorporation of any Corporation hereunder, shall by itself be construed to be a waiver of the sovereign immunity of the Tribe or a consent to suit against the Tribe in any such court.

Subchapter 2 Formation

16.01.080 Incorporators

One or more Tribal Members who have attained at least 18 years of age, may be the incorporators of an Entity by signing and filing articles of incorporation as provided for in this title. Any Corporation formed under this title must maintain at least fifty-one percent (51%) ownership by a Tribal Member or Members at all times. For Non-Profit corporations, the Board of Directors must be comprised of at least fifty-one percent (51%) Tribal Members at all times.

16.01.090 Articles of Incorporation; Filing and Contents

In order to form an Entity, one or more authorized persons must prepare and execute Articles, which shall be filed in the office of the Tribal Secretary. In addition to any items required by this title for the specific type of Entity, all Articles shall include the following:

(a) A name of the Entity that satisfies the requirements of Chapter 3.

(b) The purposes for which the Entity is formed. It is a sufficient to state that the Entity may engage in any activity within the purposes for which Entities may be formed under this title.

(c) The street address, and the mailing address if different from the street address, of the Entity's initial registered office and the name of the Entity's initial resident agent at that address.

(d) The names, email address and physical addresses of each incorporator or organizer.

(e) The duration of the Entity, which may be perpetual.

(f) A list of the following:

(1) If a Corporation, the initial shareholders of the Corporation and their Tribal membership status; or

(2) If a Non-profit Corporation, the initial Board of Directors and their Tribal membership status.

(g) A consent to the jurisdiction of the Tribe, signed by all shareholders or board members of the Entity being formed.

16.01.100 Filing

(a) The signed copy of the Articles and any other forms to be filed in accordance with this title shall be delivered to the Tribal Secretary. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of that person's authority as a prerequisite to filing.

(b) Upon determining that the Articles satisfy the requirements of this section and the specific requirements (if any) for any other Entity under this title, the Tribal Secretary shall stamp the articles filed, along with the date such filing occurred, and issue the corporation a Certificate of Incorporation/Organization. A document filed under this section is effective at the time it is endorsed unless a subsequent effective time, which shall not be later than 90 days after the date of delivery, is set forth in the document. The Certificate of Incorporation/Organization shall be conclusive evidence that the Entity has been formed under this title. The Entity's corporate existence shall begin on the effective date of the Articles.

16.01.110 Articles of Incorporation; Permissible Provisions

The articles of incorporation or organization may contain any provision not inconsistent with this title or another statute or ordinance of the Tribe, including any of the following:

(a) A provision for management of the business and conduct of the affairs of the Entity, or creating, defining, limiting, or regulating the powers of the Entity, its directors and shareholders, or a class of shareholders.

(b) A provision that under this title is required or permitted to be set forth in the bylaws.

16.01.120 Articles of Incorporation; Conflict with Bylaws

Whenever a provision of the Articles is inconsistent with corporate bylaws, the Articles shall be controlling.

16.01.130 Selection of Board; Adoption of Bylaws; First Meeting; Quorum; Election of Officers; Transaction of Business

Before or after filing of the articles of incorporation, a majority of the incorporators, at a meeting or by written instrument, shall select a board and may adopt bylaws. On or after the filing date of the articles any member of the board may call the first meeting of the board upon not less than 3 days' notice to each director.

16.01.140 Adoption, Amendment, or Repeal of Bylaws; Contents of Bylaws

The initial bylaws of a corporation shall be adopted by its incorporators, its shareholders, or its board. The shareholders or the board may amend or repeal the bylaws or adopt new bylaws unless the articles of incorporation or bylaws provide that the power to adopt new bylaws is reserved exclusively to the shareholders or that the bylaws or any particular bylaw shall not be altered or repealed by the board. The bylaws may contain any provision for the regulation and management of the affairs of the corporation not inconsistent with this title or the articles of incorporation.

Subchapter 3 Corporate Name

16.01.150 Corporate Name; Required Words and Abbreviations

(a) The corporate name must be such as to distinguish it upon the records in the office of the Tribal Secretary? from the name of any other corporation, LLC or d/b/a reserved, registered, formed or organized under the laws of the Tribe or qualified to do business or registered as a foreign entity within the Territory, provided, however, that a corporation may register under any name which is not such as to distinguish it upon the records of the office of the Tribal Secretary from the name of any entity or d/b/a with the written consent of the other entity or d/b/a, which written consent shall be filed with the Tribal Secretary.

(b) The corporate name may not contain "Saint Regis Mohawk Tribe", or any other name as may be adopted by the Tribe in the future, unless the Entity is a wholly owned entity of the Tribe.

16.01.160 Reservation of Name

(a) The exclusive right to the use of a name may be reserved by:

(1) Any person intending to organize an Entity under this title and to adopt that name;

(2) Any domestic corporation or any foreign corporation registered within the Territory which, in either case, proposes to change its name; and

(b) The reservation of a specified name shall be made by filing a signed application with the Tribal Secretary, specifying the name to be reserved and the name and address of the applicant. If the Tribal Secretary, in his or her sole discretion, finds that the name is available for use, the Tribal Secretary shall reserve the name for the exclusive use of the applicant for a period of 120 days.

(c) A fee shall be paid at the time of the initial reservation of any name, at the time of the renewal of any such reservation and at the time of the filing of a notice of the transfer or cancellation of any such reservation.

Subchapter 4 Registered Office and Registered Agent

16.01.170 Registered Office and Registered Agent

Each Entity authorized to transact business under this title shall have and continuously maintain both of the following:

(a) A registered office within the Tribe's Territory which may be the same as its place of business.

(b) Each Entity shall designate a registered agent in its articles of incorporation. The registered agent may be a natural person residing within the Tribe's Territory, or a corporate entity. The registered agent must maintain an office that is identical with the registered office.

16.01.180 Changing Registered Office or Resident Agent; Statement; Changing Address of Registered Office

(a) An Entity authorized to transact business under this title may change its registered office or change its resident agent, or both, upon filing a statement with the Tribal Secretary. The statement shall provide all of the following information:

(1) The corporate name.

(2) The street address of the corporation's then registered office, and its mailing address if different from its street address.

(3) If the address of the corporation's registered office is changed, the street address and the mailing address, if different from the street address, to which the registered office is to be changed.

(4) The name of the corporation's then resident agent.

(5) If the corporation's resident agent is changed, the name of its successor resident agent.

(6) That the address of the corporation's registered office and the address of its resident agent, as changed, will be identical.

(7) That the change was authorized by resolution duly adopted by the corporation's board.

(b) If a resident agent changes its business or residence address to another place, the resident agent may change the address of the registered office of any corporation of which the person is a resident agent by filing a statement as required in subsection (a), except, the statement need only be signed by the resident agent, need not be responsive to subsection (a)(5) or (7), and shall recite that a copy of the statement has been mailed to the corporation.

16.01.190 Resignation of Resident Agent

A resident agent of a corporation may resign by filing a written notice of resignation with the Tribal Secretary, and the corporation shall promptly appoint a successor resident agent.

16.01.200 Service of Process

(a) Any process, notice, or demand required or permitted by law to be served upon a corporation may be served either upon (1) the registered agent of the corporation named in the articles, or (2) an officer of the corporation, or (3) the Tribal Secretary.

(b) The Tribal Secretary shall immediately forward, by certified mail addressed to the corporation at its registered office, a copy of the process, notice, or demand. Service on the Tribal Secretary is returnable in not less than 30 days notwithstanding a shorter period specified in the process, notice, or demand.

Subchapter 5 Powers and Purpose

16.01.210 Formation of Entity for Lawful Purpose

An Entity may be formed under this title for any lawful purpose, except as otherwise prohibited under the Tribal Law.

16.01.220 Corporate Powers

An Entity, subject to any limitation provided in this title, in any other provision of tribal law, or in its articles of incorporation, shall have power in furtherance of its corporate purposes to do all of the following:

(a) Have perpetual duration.

(b) To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it.

(c) To make and amend bylaws not inconsistent with its articles of incorporation or with the laws of the Tribe, for regulating and managing the affairs of the Entity.

(d) To purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, personal property, or any legal or equitable interest in such property, wherever located.

(e) To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its personal property.

(f) To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, shares or other interests in, or obligations of any entity.

(g) To make contracts and guaranties, incur liabilities, borrow money, issue notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income.

(h) To lend money, invest and reinvest its funds, and receive and hold personal property as security for repayment.

(i) To be a promoter, partner, member, associate or manager of any partnership, joint venture, trust or other entity.

(j) To conduct its activities, locate offices, and exercise the powers granted by this title within or without the Territory.

(k) To elect or appoint directors, officers, employees, and agents of the corporation, define their duties, and fix their compensation.

(l) To make donations not inconsistent with law for the public welfare or for charitable, religious, scientific, or educational purposes and for other purposes that further the corporate interest.

(m) To carry on a business.

(n) To do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation.

(o) Cease its corporate activities and dissolve.

(p) Except for those Corporations wholly owned by the Tribe, sue and be sued, complain and defend its corporate name.

(q) Have and exercise all powers necessary or convenient to effect any purpose for which the corporation is formed.

(r) To do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation.

(s) Any Consent to suit by a corporation shall in no way extend to the Tribe, nor shall a consent to suit by a corporation in any way be deemed a waiver of any of the rights, privileges and immunities of the Tribe.

A privately owned Corporation formed under this title may not hold, lease or otherwise possess any real property within the Tribe's Territory unless such lease or possession is otherwise consistent with Tribal law.

A Corporation that is wholly owned by the Tribe or a subsidiary thereof may hold, lease or otherwise possess real property within the Tribe's Territory.

16.01.230 Jurisdiction; No Waiver of Sovereign Immunity

To the maximum extent consistent with the due process of law, all Entities formed under this title and all directors, officers, and shareholders of such corporations shall be subject to the jurisdiction of the Tribe (including the Tribal Court) in all actions which arise out of the acts, omissions, or participation of such persons in connection with the affairs of such corporations; provided, however that this section and Section 16.01.220(p) shall not apply to corporations which are owned in whole or in part by the Tribe or which are controlled by the Tribal Council, or to the directors or officers of such corporations. This section shall not be construed as a waiver of sovereign immunity of the Tribe or of any Corporation wholly owned by the Tribe.

Subchapter 6 Amendments to Articles of Incorporation

16.01.240 Powers to Amend

An Entity may amend its articles of incorporation if the amendment contains only provisions that might lawfully be contained in original articles of incorporation filed at the time of making the amendment.

16.01.250 Articles of Incorporation; Amendment Procedure

(a) Before the first meeting of the board, the incorporators may amend the articles of incorporation by filing a certificate of amendment that is signed by a majority of the incorporators that sets forth the amendment and certifying that the amendment is adopted by unanimous consent of the incorporators.

(b) Unless the articles of incorporation provide otherwise, the board may adopt one (1) or more of the following amendments to the Entity's articles of incorporation without shareholder or member action:

(1) Extend the duration of the Entity if it was incorporated at a time when limited duration was required by law.

(2) Delete the names and addresses of the initial directors.

(3) Delete the name and address of the initial resident agent or registered office, if a statement of change is on file with the Entity.

(4) Change the Entity name by substituting the word "corporation," "incorporated," "company," "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," for a similar word or abbreviation in the corporate name, or by adding, deleting, or changing a geographical attribution for the corporate name.

(5) Any other change expressly permitted by this title to be made without shareholder or member action.

(c) Other amendments of the articles of incorporation, except as otherwise provided in this title, shall be proposed by the board and approved by the shareholders as provided in this section. The board may condition its submission of the amendment to the shareholders on any basis.

(d) Notice of a meeting setting forth the proposed amendment or a summary of the changes to be effected by the proposed amendment shall be given to each shareholder of record entitled to vote on the proposed amendment within the time and in the manner provided in this title for giving notice of meetings of shareholders.

(e) At the meeting, a vote of shareholders entitled to vote shall be taken on the proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of a majority of the outstanding shares entitled to vote on the proposed amendment and, in addition, if any class or series of shares is entitled to vote on the proposed amendment as a class, the affirmative vote of a majority of the outstanding shares of that class or series. The voting requirements of this section are subject to any higher voting requirements provided in this title for specific amendments or provided in the articles of incorporation.

(f) Any number of amendments may be acted upon at a single meeting.

(g) Upon adoption of an amendment, a certificate of amendment shall be filed with Tribal Secretary that sets forth the amendment and certifies that it was adopted by the board of directors.

Subchapter 7 Dissolution

16.01.260 Dissolution

(a) An Entity may be dissolved in any of the following ways:

(1) Automatically by expiration of a period of duration to which the Entity is limited by its articles of incorporation.

(2) By action of the incorporators or directors prior to the appointment of the Board of Directors.

(3) By action of the board and the shareholders consistent with the provisions of the Entity's articles or bylaws.

(4) By a judgment of the Tribal Court in an action brought under this title or otherwise.

(5) By action of the Tribal Council brought under Section 16.01.290 of this title.

(6) Administratively for failure to file an annual report or pay the filing fee.

(b) An Entity whose assets have been wholly disposed of under court order in receivership or bankruptcy proceedings may be summarily dissolved by order of the court having jurisdiction of the proceedings. A copy of the order shall be filed by the Clerk of the Tribal Court with the Tribal Secretary and Registered Agent.

16.01.270 Articles of Dissolution

(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Tribal Secretary articles of dissolution setting forth:

(1) the name of the corporation;

(2) the date dissolution was authorized;

(3) a statement that dissolution was approved by a sufficient vote of the board;

(4) if approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators;

(5) if approval by members was required:

(A) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and

(B) either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class.

(6) if the corporation is a public benefit or religious corporation, that the notice required by Section 16.03.610(a) has been given.

(b) A corporation is dissolved upon the effective date of its articles of dissolution.

16.01.280 Conditions to Dissolution by Incorporators or Directors

(a) A corporation may be dissolved by action of its incorporators or directors, if the corporation complies with all of the following conditions:

(1) Has not commenced business.

(2) Has not issued any shares.

(3) Has no debts or other liabilities.

(4) Has received no payments on subscriptions for its shares, or, if it has received payments, has returned them to those entitled thereto, less any part thereof disbursed for expenses.

(b) The dissolution of the corporation shall be effected by a majority of the incorporators or directors, executing and filing a certificate of dissolution stating:

(1) The name of the corporation.

(2) That the corporation has not commenced business and has issued no shares, and has no debts or other liabilities.

(3) That the corporation has received no payments on subscriptions to its shares, or, if it has received payments, has returned them to those entitled thereto, less any part thereof disbursed for expenses.

(4) That a majority of the incorporators or directors have elected that the corporation be dissolved.

16.01.290 Grounds for Administrative Dissolution

(a) The Tribal Secretary or the Tribal Council may commence a proceeding under this Chapter to administratively dissolve a corporation if:

(1) the corporation does not pay within ninety (90) days after they are due any fees or penalties imposed by this title or other law;

(2) the corporation does not deliver its annual report to the Tribal Secretary for two consecutive years;

(3) the corporation is without a registered agent or registered office in the Territory for sixty (60) days or more;

(4) the corporation does not notify the director within 120 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or

(5) the corporation's period of duration, if any, stated in its articles of incorporation expires.

(6) The articles and certificate of incorporation were procured through fraud;

(7) The Entity was incorporated for a purpose not permitted under this title;

(8) The Entity failed to comply with the requirements under this title to incorporate;

(9) The Entity has flagrantly violated a provision of this title, or has violated a provision of this title more than once, or has violated more than one provision of this title; or

(10) The Entity has acted, or failed to act, in a manner that constitutes surrender or abandonment of the corporate franchise, privileges, or enterprise including, but not limited to, repeated failures to adhere to the Laws of the Saint Regis Mohawk Tribe.

(b) An action shall not be commenced under this section until 30 days after notice to the corporation by the Tribal Secretary or Tribal Council of the reason for the filing of the administrative dissolution. If the reason for the administrative dissolution is an act that the corporation has done, or omitted to do, and the act or omission may be corrected by an amendment of the articles or bylaws or by performance of or abstention from the act, the Tribal Secretary or Tribal Council shall give the corporation 30 additional days in which to effect the correction before filing the action.

16.01.300 Procedure for and Effect of Administrative Dissolution

(a) Upon determining that one or more grounds exist under Section 16.01.290 for dissolving a corporation, the Tribal Secretary shall serve the corporation with written notice of that determination under Section 16.01.290, and in the case of a public benefit corporation shall notify the General Counsel in writing.

(b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Tribal Secretary that each ground determined by the Tribal Secretary does not exist within at least sixty (60) days after service of the notice on the Entity, the Tribal Secretary may administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Tribal Secretary shall file the original of the certificate and serve a copy on the Entity, and in the case of a public benefit corporation shall notify the General Counsel in writing.

(c) A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under Section 16.01.330 and notify its claimants under Section 16.01.340 and Section 16.01.350.

(d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.

16.01.310 Reinstatement Following Administrative Dissolution

(a) A corporation administratively dissolved under Section 16.01.290 may apply to the Tribal Secretary for reinstatement within two years after the effective date of dissolution. The application must:

(1) recite the name of the corporation and the effective date of its administrative dissolution;

(2) state that the ground or grounds for dissolution either did not exist or have been eliminated;

(3) state that the corporation's name satisfies the requirements of Section 4.01; and

(4) contain a certification reciting that all fees owed by the corporation have been paid.

(b) If the Tribal Secretary determines that the application contains the information required by subsection (a) and that the information is correct, the Tribal Secretary shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the Entity.

(c) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred.

16.01.320 Grounds for Judicial Dissolution

(a) The Tribal Court may dissolve an Entity:

(1) in a proceeding by the General Counsel if it is established that:

(A) the Entity obtained its articles of incorporation through fraud;

(B) the Entity has continued to exceed or abuse the authority conferred upon it by law;

(D) the Entity is a public benefit corporation and is no longer able to carry out its purposes.

(b) The Tribal Court may dissolve a Non-Profit Corporation, except as provided in the articles or bylaws of a religious corporation, in a proceeding by 50 members or members holding 5% of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that:

(1) the directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock;

(2) the directors or those in control of the Non-Profit Corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent;

(3) the members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired

(4) the corporate assets are being misapplied or wasted; or

(5) the Non-Profit Corporation is a public benefit or religious corporation and is no longer able to carry out its purposes.

(1) there are reasonable alternatives to dissolution;

(2) dissolution is in the public interest, if the corporation is a public benefit corporation; and

(3) dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation.

16.01.330 Corporate Existence Continued for Purpose of Winding up Affairs

Except as the Tribal Court may otherwise direct, a dissolved Entity shall continue its corporate existence but shall not carry on business except for the purpose of winding up its affairs by:

(a) Collecting its assets.

(b) Selling or otherwise transferring, with or without security, assets which are not to be distributed in kind to its shareholders.

(d) Doing all other acts incident to liquidation of its business and affairs.

16.01.340 Known Claims Against Dissolved Entity

(a) A dissolved Entity may dispose of the known claims against it by following the procedure described in this section.

(b) The dissolved Entity shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:

(1) describe information that must be included in a claim;

(2) provide a mailing address where a claim may be sent;

(3) state the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and

(4) state that the claim will be barred if not received by the deadline.

(1) if a claimant who was given written notice under subsection (b) does not deliver the claim to the dissolved corporation by the deadline;

(2) if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.

(d) For purposes of this section "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

16.01.350 Unknown Claims Against Dissolved Entity

(a) A dissolved Entity may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.

(b) The notice must:

(1) be published one time in a newspaper of general circulation located on or near the Tribe's Territory;

(2) describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and

(3) state that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within three years after publication of the notice.

(c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved Entity within five years after the publication date of the newspaper notice:

(1) a claimant who did not receive written notice under Section 16.01.340;

(2) a claimant whose claim was timely sent to the dissolved corporation but not acted upon; or

(d) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.

(e) A claim may be enforced under this section:

(1) against the dissolved Entity, to the extent of its undistributed assets; or

(2) if the assets have been distributed in liquidation, against any person, other than a creditor of the Entity, to whom the Entity distributed its property to the extent of the distributee's pro rata share of the claim or the corporate assets distributed to such person in liquidation, whichever is less, but the distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee.

Subchapter 8 Entities Wholly Owned by the Tribe

16.01.360 Scope

This chapter applies to all Entities wholly owned by the Tribe, whether directly or as a subsidiary of another entity wholly owned by the Tribe, as provided in this chapter.

16.01.370 Directly Owned Entities; Indirectly Owned Entities; Consent

(a) The consent of the Tribal Council shall be required prior to the incorporation under this title of any Entity to be wholly owned by the Tribe. For this purpose, the incorporator shall file a certified copy of a resolution of the Tribal Council authorizing the formation of the Entity with the Tribal Secretary, at the same time as the incorporator files the articles of incorporation of an Entity to be wholly owned by the Tribe.

(b) The consent of the board of directors of the Entity wholly owned by the Tribe shall be required prior to the incorporation under this title of a subsidiary corporation to be wholly owned by a parent corporation that is wholly owned by the Tribe. For this purpose, the incorporator shall file with the Tribal Secretary, when the incorporator files the articles of incorporation of a subsidiary corporation to be wholly owned by a parent corporation that is wholly owned by the Tribe, a certified copy of a resolution of the board of the parent corporation authorizing the formation of the subsidiary corporation.

(c) The articles of an Entity wholly owned, directly or indirectly, by the Tribe and subject to the provisions of this chapter shall expressly so state and when accepting the articles for filing, the administrator shall note that the corporation is governed by the provisions of this title applicable to wholly owned tribal Entities.

16.01.380 Special Powers, Privileges and Immunities

The special powers, privileges and immunities described in this section shall be available to an Entity wholly owned, directly or indirectly, by the Tribe.

(a) Jurisdictional and Tax Immunities. All of the rights, privileges and immunities of the Tribe concerning federal, state, or local taxes, regulations and jurisdiction are hereby conferred on all tribal Entities wholly owned, directly or indirectly, by the Tribe to the same extent that the Tribe would have such rights, privileges and immunities if it engaged in the activities undertaken by the Entity. Absent consent by the Entity, an Entity wholly owned, directly or indirectly, by the Tribe shall not be subject to taxation, except to the extent that such taxation is necessary and reasonably appropriate to compensate the Tribe for services provided to the Entity by the Tribe.

(b) Sovereign Immunity. The sovereign immunity of the Tribe is hereby conferred on all tribal Entities wholly owned, directly or indirectly, by the Tribe. An Entity wholly owned, directly or indirectly, by the Tribe shall have the power to sue and is authorized to consent to be sued in the tribal? court, and in all other courts of competent jurisdiction, provided, however, that:

(1) no such consent to suit shall be effective against the Entity? unless such consent is:

(A) explicit,

(B) contained in a written contract or commercial document to which the corporation is a party, and

(D) such waiver is limited as to duration and venue.

(2) Any recovery against such Entity shall be limited to the assets of the Entity. Any consent to suit may be limited to the court or courts in which suit may be brought, to the matters that may be made the subject of the suit and to the assets or revenues of the Entity against which any judgment may be executed.

16.01.390 Liability of Tribe as a Shareholder

Neither the Tribe nor any member of the Tribal Council shall be under any obligation to an Entity wholly owned, directly or indirectly, by the Tribe or to the creditors of any such Entity and the Tribe shall not be deemed to have waived any of the Tribe's privileges or immunities if the Tribe incorporates, owns or operates an Entity, directly or indirectly.

Subchapter 9 Foreign Corporations

16.01.400 [Reserved]

Subchapter 10 Annual Reports

16.01.410 Annual Report for Tribal Secretary

(a) Each Entity shall deliver to the Tribal Secretary an annual report on a form prescribed and furnished by the Tribal Secretary that sets forth:

(1) the name of the Entity;

(2) the address of its registered office and the name of its registered agent at the office within the Territory;

(3) the address of its principal office;

(4) the names and business or residence addresses of its directors and principal officers;

(5) a brief description of the nature of its activities;

(6) and, for Non-Profit Corporations:

(A) whether or not it has members; and

(B) whether it is a public benefit, mutual benefit or religious corporation;

(b) The information in the annual report must be current on the date the annual report is executed on behalf of the Entity.

(c) The first annual report must be delivered to the Tribal Secretary between January 1 and April 1 of the year following the calendar year in which an Entity was incorporated. Subsequent annual reports must be delivered to the Tribal Secretary between January 1 and April 1 of the following calendar years.

(d) If an annual report does not contain the information required by this section, the Tribal Secretary shall promptly notify the Entity in writing and return the report to it for correction. If the report is corrected to contain the information required by this section and delivered to the Tribal Secretary within 30 days after the effective date of notice, it is deemed to be timely filed.

(e) No annual report shall be required for an Entity that is wholly owned by the Tribe, or is a subsidiary of an Entity that is wholly owned by the Tribe.

Chapter 16.02 Corporations

Subchapter 1 General Provisions

16.02.010 Articles of Incorporation; Filing and Contents

In order to form a Corporation, one or more authorized persons must prepare and execute Articles, which shall be filed in the office of the Tribal Secretary. In addition to the items required by Section 16.01.090, all Articles for a Corporation shall also include the following information:

(a) The aggregate number of shares which the corporation has authority to issue.

(b) If a corporation is authorized pursuant to its articles of incorporation to create and issue shares of stock, the articles of incorporation shall also set forth the following:

(1) If the shares are, or are to be, divided into classes, or into classes and series, the designation of each class and series, the number of shares in each class and series, and a statement of the relative rights, preferences and limitations of the shares of each class and series, to the extent that the designations, numbers, relative rights, preferences, and limitations have been determined.

(2) If any class of shares is to be divided into series, a statement of any authority vested in the board to divide the class of shares into series, and to determine or change for any series its designation, number of shares, relative rights, preferences and limitations.

16.02.020 Name

The corporate name of a domestic Corporation shall contain the word "corporation," "company," "incorporated," or "limited" or shall contain 1 of the following abbreviations: corp., co., inc., or ltd., with or without periods.

16.02.030 Reservation of Name

A Corporation may reserve a name in accordance with Section 16.01.160 of this title.

16.02.040 Registered Office and Registered Agent

Each Corporation formed pursuant to this chapter shall maintain a Registered Office and Registered Agent consistent with the requirements of Chapter 16.01, Subchapter 4 of this title.

16.02.050 Amendment of Articles

A Corporation may amend its Article by utilizing the process set forth in Chapter 16.01, Subchapter 6 of this title.

16.02.060 Conversion into a Domestic Corporation

(a) As used in this section, the term "other entity" means a limited liability company, or any other unincorporated business including a partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership)), or a foreign corporation.

(b) Any other entity may convert to a corporation under this title by complying with subsection (h) of this section and filing a certificate of conversion with the Secretary.

(1) The date on which and jurisdiction where the other entity was first created, incorporated, formed or otherwise came into being and, if it has changed, its jurisdiction immediately prior to its conversion to a domestic corporation;

(2) The name and type of entity of the other entity immediately prior to the filing of the certificate of conversion to corporation;

(3) The name of the corporation as set forth in its certificate of incorporation filed in accordance with subsection (b) of this section; and

(4) A certification that the conversion was approved by the appropriate corporate body or owner(s) and the date on which the approval occurred.

(d) Upon the effective time of the certificate of conversion to corporation and the certificate of incorporation, the other entity shall be converted to a corporation under this title and the corporation shall thereafter be subject to all of the provisions of this law, except that the existence of the corporation shall be deemed to have commenced on the date the other entity commenced its existence in the jurisdiction in which the other entity was first formed.

(e) The conversion of any other entity to a corporation under this title shall not be deemed to affect any obligations or liabilities of the other entity incurred prior to its conversion to a corporation of this State or the personal liability of any person incurred prior to such conversion.

(f) The certificate of conversion to corporation shall be signed by any person who is authorized to sign the certificate of conversion to corporation on behalf of the other entity.

Subchapter 2 Capital Structure and Corporate Finance

16.02.070 Issuance and Classes of Shares; Rights, Preferences, and Limitations

(a) A corporation may issue the number of shares authorized in its articles of incorporation. The shares may be all of one (1) class or may be divided into two (2) or more classes. Each class shall consist of shares having the designations and relative voting, distribution, dividend, liquidation, and other rights, preferences, and limitations, consistent with this title, as stated in the articles of incorporation. The articles of incorporation may deny, limit, or otherwise prescribe the voting rights and may limit or otherwise prescribe the distribution, dividend, or liquidation rights of shares of any class.

(b) If the shares are divided into two (2) or more classes, the shares of each class shall be designated to distinguish them from the shares of the other classes.

(c) Subject to the designations, relative rights, preferences, and limitations applicable to separate series, each share shall be equal to every other share of the same class.

(d) Any of the voting, distribution, liquidation, or other rights, preferences, or limitations of a class or series may be made dependent upon facts or events ascertainable outside of the articles of incorporation or a resolution of the board, if the manner in which the facts or events operate on the rights, preferences, or limitations is set forth in the articles of incorporation or board resolution.

16.02.080 Issuance or Transfer of Share with Certificates; Statement

(a) Unless the articles of incorporation or bylaws provide otherwise, the board may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until the certificates are surrendered to a corporation.

(b) Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates under this title.

16.02.090 Share Certificates

Except as otherwise provided for in this title, the shares of a corporation shall be represented by certificates which shall be signed by the chairperson of the board, vice- chairperson of the board, president or a vice-president and which also may be signed by another officer of the corporation.

16.02.100 Liability

The Tribe shall be under no obligation to the corporation or the creditors of any corporation which the Tribe incorporates, owns, or operates, in whole or in part, and the Tribe shall not be deemed to have waived any of the Tribe's privileges or immunities if the Tribe incorporates, owns, or operates a corporation, in whole or in part.

Subchapter 3 Shareholders

16.02.110 Meetings of Shareholders; Place

Meetings of shareholders may be held at a place within or without the Tribe's Territory as provided for in the Corporation's bylaws. In the absence of such a provision, meetings shall be held at such other place as may be determined by the board.

16.02.120 Annual Meeting of Shareholders

An annual meeting of shareholders for election of directors and for such other business as may come before the meeting shall be held at a time as provided in the bylaws, unless such action is taken by written consent as provided in the articles of incorporation.

16.02.130 Special Meeting of Shareholders

A special meeting of shareholders may be called by the board, or by officers, directors or shareholders as provided in the bylaws. Notwithstanding any such provision, upon petition by the holders of not less than 20% of all the shares entitled to vote at a meeting, the Tribal Court, for good cause shown, may order a special meeting of shareholders to be called and held at such time and place, upon such notice and for the transaction of such business as may be designated in the order.

16.02.140 Meetings of Shareholders; Notice; Adjournment; Result of Shareholder's Attendance at Meeting

(a) Except as otherwise provided in this title, written notice of the time, place if any, and purposes of a meeting of shareholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder of record entitled to vote at the meeting. Notice may be given personally, by mail, or by electronic transmission. If a shareholder or proxy holder receives notice of the meeting, then he or she may vote by remote communication, the means of remote communication allowed shall be included in the notice.

(b) A shareholder's attendance at a meeting will result in both of the following:

(1) Waiver of objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.

(2) Waiver of objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

16.02.150 Shareholder Meeting; Quorum

(a) Unless a greater or lesser quorum is provided in the articles of incorporation, in a bylaw adopted by the shareholders or incorporators, or in this title, shares entitled to cast a majority of the votes at a meeting constitute a quorum at the meeting. Whether or not a quorum is present, the meeting may be adjourned by a vote of the shares present.

(b) When the holders of a class or series of shares are entitled to vote separately on an item of business, this section applies in determining the presence of a quorum of the class or series for transaction of the item of business.

16.02.160 Voting by Shareholders

(a) Each outstanding share is entitled to one (1) vote on each matter submitted to a vote of the shareholders, unless otherwise provided in the articles of incorporation.

(b) Other than the election of directors, if an action is to be taken by vote of the shareholders, it shall be authorized by a majority of the votes cast by the holders of shares entitled to vote on the action, unless a greater vote is required in the articles of incorporation or another section of this title. Unless otherwise provided in the articles of incorporation, abstaining from a vote or submitting a ballot marked "abstain" with respect to an action is not a vote cast on that action. Unless otherwise provided in the articles or bylaws, directors shall be elected by a plurality of the votes cast at an election.

Subchapter 4 Directors and Officers

16.02.170 Management of Corporation; Qualifications of Director

The business and affairs of a corporation shall be managed by or under the direction of its board, except as otherwise provided in this title or in its articles of incorporation. A director need not be a shareholder of the corporation unless the articles or bylaws so require. The articles or bylaws may prescribe qualifications for directors.

16.02.180 Number, Election, and Term of Directors; Resignation; Removal, Designation, and Compensation

The board shall consist of one (1) or more members. The number of directors, manner of election, term, manner of resignation or removal, their designation and compensation of directors shall be fixed by, or in the manner provided in, the Corporation's articles of incorporation or bylaws.

16.02.190 Director; Duties and Authority

All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitations set forth in the articles of incorporation.

16.02.200 Director or Officer; Manner of Discharging Duties; Reliance on Information, Opinions, Reports, or Statements; Action Against Director or Officer; Limitations

(a) A director or officer shall discharge his or her duties as a director or officer including his or her duties as a member of a committee in the following manner:

(1) In good faith.

(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances.

(3) In a manner he or she reasonably believes to be in the best interests of the corporation.

(b) In discharging his or her duties, a director or officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by any of the following:

(1) One or more directors, officers, or employees of the corporation, or of a business organization under joint control or common control, whom the director or officer reasonably believes to be reliable and competent in the matters presented.

(2) Legal counsel, public accountants, engineers, or other persons as to matters the director or officer reasonably believes are within the person's professional or expert competence.

(3) A committee of the board of which he or she is not a member if the director or officer reasonably believes the committee merits confidence.

(c) A director or officer is not entitled to rely on the information set forth in subsection (b) if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.

(d) An action against a director or officer for failure to perform the duties imposed by this section shall be commenced within three (3) years after the cause of action has accrued, or within 2 years after the time when the cause of action is discovered or should reasonably have been discovered, by the complainant, whichever occurs first.

16.02.210 Filling Vacancy on Board

Vacancies on a board of directors shall be filled in the matter set forth in the corporation's articles of incorporation or bylaws.

16.02.220 Regular or Special Meetings of Board

(a) Regular or special meetings of a board may be held either in or outside of the Tribe's Territory.

(b) A regular meeting may be held with or without notice as prescribed in the bylaws. A special meeting shall be held upon notice as prescribed in the bylaws. A director's attendance at or participation in a meeting waives any required notice to him or her of the meeting unless he or she at the beginning of the meeting, or upon his or her arrival, objects to the meeting or the transacting of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting. Unless required by the bylaws, neither the business to be transacted at, nor the purpose of, a regular or special meeting need be specified in the notice or waiver of notice of the meeting.

(c) Unless otherwise restricted by the articles of incorporation or bylaws, a member of the board or of a committee designated by the board may participate in a meeting by means of conference telephone or other means of remote communication through which all persons participating in the meeting can communicate with the other participants. Participation in a meeting pursuant to this subsection constitutes presence in person at the meeting.

16.02.230 Quorum; Majority Vote as Constituting Action of Board

(a) A majority of the members of the board then in office, or of the members of a committee of the board, constitutes a quorum for transacting business, unless the articles of incorporation or bylaws, or in the case of a committee, the board resolution establishing the committee, provide for a larger or smaller number.

(b) Amendment of the bylaws by the board requires the vote of not less than a majority of the members of the board then in office.

16.02.240 Consent to Action of Board Without Meeting

Unless prohibited by the articles of incorporation or bylaws, action required or permitted to be taken under authorization voted at a meeting of the board or a committee of the board, may be taken without a meeting if, before or after the action, all members of the board then in office or of the committee consent to the action in writing or by electronic transmission. The written consents shall be filed with the minutes of the proceedings of the board or committee. The consent has the same effect as a vote of the board or committee for all purposes.

16.02.250 Committees; Designation by Board; Membership; Absence or Disqualification of Member; Terms

Unless otherwise provided in the articles of incorporation or bylaws, the board may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the corporation. A committee, and each member thereof, shall serve at the pleasure of the board.

16.02.260 Committees; Powers and Authority; Limitations; Subcommittees

(a) A committee designated pursuant to Section 16.02.250, to the extent provided in a resolution of the board or in the bylaws, may exercise all powers and authority of the board in management of the business and affairs of the corporation. A committee does not have power or authority to do any of the following:

(1) Amend the articles of incorporation.

(2) Adopt an agreement of merger or share exchange.

(3) Recommend to shareholders the sale, lease, or exchange of all or substantially all of the corporation's property and assets.

(4) Recommend to shareholders a dissolution of the corporation or a revocation of a dissolution.

(5) Amend the bylaws of the corporation.

(6) Fill vacancies in the board.

(b) Unless a resolution of the board, the articles of incorporation, or the bylaws expressly provide the power or authority, a committee does not have the power or authority to declare a distribution or dividend or to authorize the issuance of shares.

(c) Unless otherwise provided in a resolution of the board, the articles of incorporation, or the bylaws, a committee may create 1 or more subcommittees. Each subcommittee shall consist of 1 or more members of the committee. The committee may delegate all or part of its power or authority to a subcommittee.

16.02.270 Officers of Corporation; Election or Appointment; Holding 2 or More Offices; Authority and Duties

The officers of a corporation shall consist of a president, secretary, treasurer, and, if desired, a chairman of the board, 1 or more vice-presidents, and such other officers as may be prescribed by the bylaws or determined by the board. Unless otherwise provided in the articles of incorporation or bylaws, the officers shall be elected or appointed by the board and shall serve consistent with the terms of the articles or bylaws.

16.02.280 Removal or Resignation of Officers; Contract Rights

An officer elected or appointed by the board may be removed by the board with or without cause. An officer elected by the shareholders may be removed, with or without cause, only by vote of the shareholders, but his authority to act as an officer may be suspended by the board for cause. An officer may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or at a subsequent time specified in the notice of resignation.

16.02.290 Liability of Directors for Corporate Actions; Liability of Shareholders Accepting or Receiving Share Dividend or Distribution

(a) Directors who vote for, or concur in, any of the following corporate actions are jointly and severally liable to the corporation for the benefit of its creditors or shareholders, to the extent of any legally recoverable injury suffered by its creditors or shareholders as a result of the action but not to exceed the difference between the amount paid or distributed and the amount that lawfully could have been paid or distributed:

(1) Declaration of a share dividend or distribution to shareholders contrary to this title or contrary to any restriction in the articles of incorporation.

(2) Distribution to shareholders during or after dissolution of the corporation without paying or providing for debts, obligations, and liabilities of the corporation as required under this title.

(3) Making a loan to a director, officer, or employee of the corporation or of a subsidiary of the corporation contrary to this title.

(b) A director is not liable under this section if he or she has complied with Section 16.02.200.

(c) A shareholder who accepts or receives a share dividend or distribution with knowledge of facts indicating it is contrary to this title, or any restriction in the articles of incorporation, is liable to the corporation for the amount accepted or received in excess of the shareholder's share of the amount that lawfully could have been distributed.

Subchapter 5 Dissloution

16.02.300 Dissolution by Action of Board and Shareholders; Certificate of Dissolution

(a) A corporation may be dissolved by action of its board and shareholders as provided in this Chapter.

(b) A corporation's board may propose dissolution for action by the shareholders.

(c) The board must recommend dissolution to the shareholders unless the board determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders.

(d) The board may condition its submission of the proposal for dissolution on any basis.

(e) The proposed dissolution shall be submitted for approval at a meeting of shareholders. Notice shall be given to each shareholder of record whether or not entitled to vote at the meeting within the time and in the manner as provided in this title for the giving of notice of meetings of shareholders, and shall state that a purpose of the meeting is to vote on dissolution of the corporation.

(f) At the meeting a vote of shareholders shall be taken on the proposed dissolution. The dissolution shall be approved upon receiving the affirmative vote of the holders of a majority of the outstanding shares of the corporation entitled to vote thereon.

(g) If the dissolution is approved, it shall be effected by the execution and filing of Articles of Dissolution in accordance with Chapter 16.01, Subchapter 7 of this title:

16.02.310 Provision for Debts, Obligations and Liabilities; Distribution of Remaining Assets

Before making a distribution of assets to shareholders in dissolution, a corporation shall pay or make provision for its debts, obligations, and liabilities.

Chapter 16.03 Non-Profit Corporations

Subchapter 1 Organization

16.03.010 Articles of Incorporation; Filing and Contents

In order to form a Non-Profit Corporation, one or more authorized persons must prepare, execute and file articles of incorporation consistent with Chapter 16.01, Subchapter 2, of this title. In addition to the information required by Section 16.01.090, all Articles of Incorporation for a Non- Profit Corporation shall also include the following:

(a) one of the following statements:

(1) For public benefit corporations, a statement that the corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under applicable law;

(2) This corporation is a mutual benefit corporation (such as a union or chamber of commerce);

(3) This corporation is a religious corporation;

(4) A statement as to whether or not the corporation will have members;

(5) Provisions not inconsistent with law regarding the distribution of assets on dissolution; and

(b) A statement to the effect that no part of the net earnings of the Non-Profit Corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth its articles. The Non-Profit Corporation shall not, except to an unsubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of the corporation.

16.03.020 Name

The corporate name of a Non-Profit Corporation shall contain the word "corporation," "company," "incorporated," or "limited" or shall contain 1 of the following abbreviations: corp., co., inc., or ltd., with or without periods.

16.03.030 Reservation of Name

A Non-Profit Corporation may reserve a name in accordance with Section 16.01.160 of this title.

16.03.040 Registered Office and Registered Agent

Each Non-Profit Corporation formed pursuant to this chapter shall maintain a Registered Office and Registered Agent consistent with the requirements of Chapter 16.01, Subchapter 4 of this title.

16.03.050 Organization of Non-Profit Corporation

(a) After incorporation:

(1) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;

(2) if initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:

(A) to elect directors and complete the organization of the corporation; or

(B) to elect a board of directors who shall complete the organization of the corporation.

16.03.060 Bylaws

(a) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation.

(b) The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

Subchapter 2 Purposes and Powers

16.03.070 Purposes

Every Non-Profit Corporation incorprated under this title has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation

16.03.080 General Powers

Unless its articles of incorporation provide otherwise, every Non-Profit Corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs including, without limitation, the powers set forth in Chapter 16.01, Subchapter 5 of this title.

In addition to the powers set forth in Chapter 16.01, Subchapter 5 of this title, a Non-Profit Corporation shall have the following additional powers:

(a) to impose dues, assessments, admission and transfer fees upon its members;

(b) to establish conditions for admission of members, admit members and issue memberships;

Subchapter 3 Admission of Members

16.03.090 Definitions

(a) "Member" shall mean (without regard to what a person is called in the articles or bylaws) any person or persons who on more than one occasion, pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors

(b) A person is not a member by virtue of any of the following;

(1) any rights such person has as a delegate;

(2) any rights such person has to designate a director or directors; or

(3) any rights such person has as a director.

16.03.100 Admission

(a) The articles or bylaws may establish criteria or procedures for admission of members.

(b) No person shall be admitted as a member without his or her consent.

16.03.110 Consideration

Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board.

16.03.120 No Requirement of Members

A Non-Profit Corporation is not required to have members.

16.03.130 Differences in Rights and Obligations of Members

All members shall have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the articles or bylaws establish classes of membership with different rights or obligations. All members shall have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles or bylaws.

16.03.140 Transfers

(a) Except as set forth in or authorized by the articles or bylaws, no member of a mutual benefit corporation may transfer a membership or any right arising therefrom.

(b) No member of a public benefit or religious corporation may transfer a membership or any right arising therefrom.

(c) Where transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the members and the affected member.

16.03.150 Member's Liability to Third Parties

A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation.

16.03.160 Member's Liability for Dues, Assessments and Fees

A member may become liable to the corporation for dues, assessments or fees; provided, however, that an article or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments or fees does not, of itself, create liability.

16.03.170 Creditor's Action Against Member

(a) No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such proceeding would be useless.

(b) All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor's proceeding brought under subdivision (a) to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in such proceeding.

16.03.180 Resignation

(a) A member may resign at any time.

(b) The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation.

16.03.190 Termination, Expulsion and Suspension

(a) No member of a public benefit or mutual benefit corporation may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith.

(b) A procedure is fair and reasonable when either:

(1) The articles or bylaws set forth a procedure that provides:

(A) not less than fifteen days prior written notice of the expulsion, suspension or termination and the reasons therefore; and

(B) an opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension or termination by a person or persons authorized to decide that the proposed expulsion, termination or suspension not take place.

(2) It is fair and reasonable taking into consideration all of the relevant facts and circumstances.

(c) Any written notice given by mail must be given by first-class or certified mail sent to the last address of the member shown on the corporation's records.

(d) Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension or termination.

(e) A member who has been expelled or suspended may be liable to the corporation for dues, assessments or fees as a result of obligations incurred or commitments made prior to expulsion or suspension.

16.03.200 Purchase of Memberships

(a) A public benefit or religious corporation may not purchase any of its memberships or any right arising therefrom.

(b) A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles or bylaws. No payment shall be made in violation of Chapter 11.

Subchapter 4 Members' Meetings and Voting

16.03.210 Annual and Regular Meetings

(a) A Non-Profit Corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.

(b) A Non-Profit Corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.

(c) Annual and regular membership meetings may be held in or outside of the Tribal Territory at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual and regular meetings shall be held at the corporation's principal office.

(d) At the annual meeting:

(1) The president and chief financial officer shall report on the activities and financial condition of the corporation; and

(2) The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of Sections 19.5 and 19.12(b).

(3) At regular meetings the members shall consider and act upon such matters as may be raised consistent with the notice requirements of Sections 19.5 and 19.12(b).

(e) The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action

16.03.220 Special Meeting

(a) A Non-Profit Corporation with members shall hold a special meeting of members:

(1) on call of its board or the person or persons authorized to do so by the articles or bylaws; or

(2) except as provided in the articles or bylaws of a religious corporation if the holders of at least five percent of the voting power of any corporation sign, date, and deliver to any corporate officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held.

(b) The close of business on the thirtieth day before delivery of the demand or demands for a special meeting to any corporate officer is the record date for the purpose of determining whether the five percent requirement of subsection (a) has been met.

(c) If a notice for a special meeting demanded under subsection (a)(2). is not given pursuant to Section 16.03.250 within thirty days after the date the written demand or demands are delivered to a corporate officer, regardless of the requirements of subsection (d), a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to Section 16.03.250.

(d) Special meetings of members may be held in or out of the Tribal Territory? at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.

(e) Only those matters that are within the purpose or purposes described in the meeting notice required by Section 16.03.250 may be conducted at a special meeting of members

16.03.230 Court-Ordered Meeting

(a) The Tribal Court may summarily order a meeting to be held:

(1) Solely on petition of any five (5) members or other persons entitled to participate in an annual or regular meeting, if an annual meeting was not held within the earlier of 6 months after the end of the corporation's fiscal year or 15 months after its last annual meeting; or

(2) on application of any member or other person entitled to participate in a regular meeting, and in the case of a public benefit corporation, the attorney general, if a regular meeting is not held within 40 days after the date it was required to be held; or

(3) on application of at least five (5) members who signed a demand for a special meeting valid under Section 16.03.220, a person or persons entitled to call a special meeting and, in the case of a public benefit corporation, the General Counsel, if:

(A) notice of the special meeting was not given within 30 days after the date the demand was delivered to a corporate officer; or

(B) the special meeting was not held in accordance with the notice.

(b) The court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting.

(c) If the court orders a meeting, it may also order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order.

16.03.240 Action by Written Consent

(a) Unless limited or prohibited by the articles or bylaws, action required or permitted by this title to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent (80%) of the voting power. The action must be evidenced by one or more written consents describing the action taken, signed by those members representing at least eighty percent of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(b) If not otherwise determined under Section 16.03.230 or Section 16.03.270, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a).

(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the director.

(d) Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section shall be effective ten days after such written notice is given.

16.03.250 Notice of Meeting

(a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner.

(b) Any notice that conforms to the requirements of subsection (c) is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered; provided, however, that notice of matters referred to in subsection (c)(2) must be given as provided in subsection (c).

(1) the corporation notifies its members of the place, date, and time of each annual, regular and special meeting of members no fewer than ten (10) days (or if notice is mailed by other than first class or registered mail, nor more than sixty (60) days) before the meeting date;

(2) notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under this title; and

(3) notice of a special meeting includes a description of the matter or matters for which the meeting is called.

(d) Unless the bylaws require otherwise, if an annual, regular or special meeting of members is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under Section 16.03.270, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date.

(e) When giving notice of an annual, regular or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if: (1) requested in writing to do so by a person entitled to call a special meeting; and (2) the request is received by the director or president of the corporation at least ten days before the corporation gives notice of the meeting.

16.03.260 Waiver of Notice

(a) A member may waive any notice required by this title, the articles, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(b) A member's attendance at a meeting:

(1) waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting;

(2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.

16.03.270 Record Date -- Determining Members Entitled to Notice and Vote

(a) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members at the close of business on the business day preceding the day on which notice is given, or if notice is waived, at the close of business on the business day preceding the day on which the meeting is held, are entitled to notice of the meeting.

(b) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.

(c) The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing such a record date, the board may fix in advance such a record date. If no such record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later, are entitled to exercise such rights.

(d) A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of members occurs.

(e) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than 70 days after the record date for determining members entitled to notice of the original meeting.

(f) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice or voting.

16.03.280 Action by Written Ballot

(a) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.

(b) A written ballot shall:

(1) set forth each proposed action; and

(2) provide an opportunity to vote for or against each proposed action.

(c) Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

(d) All solicitations for votes by written ballot shall:

(1) indicate the number of responses needed to meet the quorum requirements;

(2) state the percentage of approvals necessary to approve each matter other than election of directors; and

(3) specify the time by which a ballot must be received by the corporation in order to be counted.

(e) Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked.

16.03.290 Members' List for Meeting

(a) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list must show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting, but not entitled to notice of the meeting. This list shall be prepared on the same basis and be part of the list of members.

(b) The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member's agent, or attorney is entitled on written demand to inspect and, subject to the limitations of Sections 27.2(c) and 27.4, to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection.

(c) The corporation shall make the list of members available at the meeting, and any member, a member's agent, or attorney is entitled to inspect the list at any time during the meeting or any adjournment.

(d) If the corporation refuses to allow a member, a member's agent, or attorney to inspect the list of members before or at the meeting (or copy the list as permitted by subsection (b)); the Tribal Court, on application of the member, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete and may order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order.

(e) Unless a written demand to inspect and copy a membership list has been made under subsection (b) prior to the membership meeting and a corporation improperly refuses to comply with the demand, refusal or failure to comply with this section does not affect the validity of action taken at the meeting.

(f) The articles or bylaws of a religious corporation may limit or abolish the rights of a member under this section to inspect and copy any corporate record.

16.03.300 Voting Entitlement Generally

(a) Unless the articles or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members.

(b) Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two or more persons, their acts with respect to voting shall have the following effect:

(1) If only one votes, such act binds all; and

(2) If more than one votes, the vote shall be divided on a pro rata basis.

16.03.310 Quorum Requirements

(a) Unless this title, the articles, or bylaws provide for a higher or lower quorum, ten percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter.

(b) A bylaw amendment to decrease the quorum for any member action may be approved by the members or, unless prohibited by the bylaws, by the board.

(d) Unless one-third or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice.

16.03.320 Voting Requirements

(a) Unless this title, the articles, or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting (which affirmative votes also constitute a majority of the required quorum) is the act of the members.

(b) A bylaw amendment to increase or decrease the vote required for any member action must be approved by the members.

16.03.330 Proxies

(a) Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney-in-fact.

(b) An appointment of a proxy is effective when received by the Director or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment form; provided however that no proxy shall be valid for more than three years from its date of execution.

(d) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the director or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.

(e) Appointment of a proxy is revoked by the person appointing the proxy:

(1) attending any meeting and voting in person; or

(2) signing and delivering to the director or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.

(f) Subject to Section 16.03.360 and any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.

16.03.340 Cumulative Voting for Directors

(a) If the articles or bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a single candidate or distribute the product among two or more candidates.

(b) Cumulative voting is not authorized at a particular meeting unless:

(1) The meeting notice or statement accompanying the notice states that cumulative voting will take place; or

(2) a member gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes, and if one member gives this notice all other members participating in the election are entitled to cumulate their votes without giving further notice.

(c) A director elected by cumulative voting may be removed by the members without cause if the requirements of the corporation's articles and bylaws are met, unless the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written ballot, all memberships entitled to vote were voted) and the entire number of directors authorized at the time of the director's most recent election were then being elected.

(d) Members may not cumulatively vote if the directors and members are identical.

16.03.350 Other Methods of Electing Directors

A corporation may provide in its articles or bylaws for election of directors by members or delegates: (1) on the basis of chapter or other organizational unit; (2) by region or other geographic unit; (3) by preferential voting; or (4) by any other reasonable method.

16.03.360 Corporation's Acceptance of Votes

(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member.

(b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if:

(1) the member is an entity and the name signed purports to be that of an officer or agent of the entity;

(2) the name signed purports to be that of an attorney-in-fact of the member and if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment; and

(3) two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders.

(c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the director or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member.

(d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.

(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.

Subchapter 5 Board of Directors

16.03.370 Requirement for and Duties of Board

(a) Each Non-Profit Corporation must have a board of directors, which shall be formed and governed by the relevant provisions of the articles of organization for the Non-Profit Corporation.

(b) The articles or bylaws may prescribe other qualifications for directors.

(c) Except as provided in this title or subsection (d), all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board.

(d) The articles may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities.

16.03.380 Election, Designation and Appointment of Directors

(a) If the corporation has members, all the directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or designated.

(b) If the corporation does not have members, all the directors (except the initial directors) shall be elected, appointed or designated as provided in the articles or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors (other than the initial directors) shall be elected by the board.

16.03.390 General Standards for Directors

(a) A director shall discharge his or her duties as a director, including his or her duties as a member of a committee:

(1) in good faith;

(2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

(3) in a manner the director reasonably believes to be in the best interests of the corporation.

(b) In discharging his or her duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

(1) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;

(2) legal counsel, public accountants or other persons as to matters the director reasonably believes are within the person's professional or expert competence;

(3) a committee of the board of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence; or

(4) in the case of religious corporations, religious authorities and ministers, priests, rabbis or other persons whose position or duties in the religious organization the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented.

(c) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.

(d) A director is not liable to the corporation, any member, or any other person for any action taken or not taken as a director, if the director acted in compliance with this section.

(e) A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of such property.

16.03.400 Required Officers

(a) Unless otherwise provided in the articles or bylaws, a Non-Profit Corporation shall have a president, a secretary, a treasurer and such other officers as are appointed by the board.

(b) The bylaws or the board shall delegate to one of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation.

16.03.410 Duties and Authority of Officers

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority prescribed in a resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers.

16.03.420 Standards of Conduct for Officers

(a) An officer with discretionary authority shall discharge his or her duties under that authority:

(1) in good faith;

(2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

(3) in a manner the officer reasonably believes to be in the best interests of the corporation and its members, if any.

(b) In discharging his or her duties an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

(1) one or more officers or employees of the corporation who the officer reasonably believes to be reliable and competent in the matters presented;

(2) legal counsel, public accountants or other persons as to matters the officer reasonably believes are within the person's professional or expert competence;

(3) in the case of religious corporations, religious authorities and ministers, priests, rabbis or other persons whose position or duties in the religious organization the officer believes justify reliance and confidence and who the officer believes to be reliable and competent in the matters presented.

(c) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.

(d) An officer is not liable to the corporation, any member, or other person for any action taken or not taken as an officer, if the officer acted in compliance with this section.

Subchapter 6 Indemnification

16.03.430 Definitions

(a) "Director" means a member of the Board of Directors of a Non-Profit Corporation.

(b) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses actually incurred with respect to a proceeding.

(c) "Official capacity" means: (i) when used with respect to a director, the office of director in a corporation; and (ii) when used with respect to an individual other than a director, as contemplated in Section 8.56, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign or domestic business or nonprofit corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise.

(d) "Party" includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding.

(e) "Proceeding" means any threatened, pending, or completed action, suit or proceeding whether civil, criminal, administrative, or investigative and whether formal or informal.

16.03.440 Authority to Indemnify

(a) Except as provided in subsection (d), a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if the individual:

(1) conducted himself or herself in good faith; and

(2) reasonably believed:

(A) in the case of conduct in his or her official capacity with the corporation, that his or her conduct was in its best interests; and

(B) in all other cases, that his or her conduct was at least not opposed to its best interests; and

(3) in the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.

(b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirements of subsection (a)(2)(ii).

(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.

(d) A corporation may not indemnify a director under this section:

(1) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or

(2) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in his or her official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.

(e) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.

16.03.450 Mandatory Indemnification

Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she is or was a director of the corporation against reasonable expenses actually incurred by the director in connection with the proceeding.

16.03.460 Indemnification of Officers, Employees and Agents

Unless limited by a corporation's articles of incorporation:

(a) an officer of the corporation who is not a director is entitled to mandatory indemnification under Section 16.03.450, to the same extent as a director;

(b) the corporation may indemnify and advance expenses under this subchapter to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director; and

(c) a corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.

16.03.470 Insurance

A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the person against the same liability under Section 16.03.440 or Section 16.03.450.

Subchapter 7 Amendments to Articles of Incorporation and Bylaws

16.03.480 Authority to Amend

A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment.

16.03.490 Amendment by Directors

(a) Unless the articles provide otherwise, a corporation's board of directors may adopt one or more of the following amendments to the corporation's articles without member approval:

(1) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

(2) to delete the names and addresses of the initial directors;

(3) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Tribal Secretary;

(4) to change the corporate name by substituting the word "corporation," "incorporated," "company," "limited," or the abbreviation "corp.," "inc.," "co.," or ltd.," for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name; or

(5) to make any other change expressly permitted by this title to be made by director action.

(b) If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one or more amendments to the corporation's articles. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.

16.03.500 Amendment by Directors and Members

(a) Unless this title, the articles, bylaws, the members (acting pursuant to subsection (b)), or the board of directors (acting pursuant to subsection (c)) require a greater vote or voting by class, an amendment to a corporation's articles to be adopted must be approved:

(1) by the board if the corporation is a public benefit or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected;

(2) except as provided in Section 16.03.490(a), by the members by two-thirds of the votes cast or a majority of the voting power, whichever is less.

(b) The members may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.

(c) If the board initiates an amendment to the articles or board approval is required by subsection (a) to adopt an amendment to the articles, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or any other basis.

(d) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with Section 16.03.250. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.

(e) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.

16.03.510 Class Voting by Members on Amendments

(a) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of another class.

(b) The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would:

(1) affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class;

(2) change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class

(3) increase or decrease the number of memberships authorized for that class;

(4) increase the number of memberships authorized for another class;

(5) effect an exchange, reclassification or termination of the memberships of that class; or

(6) authorize a new class of memberships.

(c) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the articles only if a class vote is provided for in the articles or bylaws.

(d) If a class is to be divided into two or more classes as a result of an amendment to the articles of a public benefit or mutual benefit corporation, the amendment must be approved by the members of each class that would be created by the amendment.

(e) Except as provided in the articles or bylaws of a religious corporation, if a class vote is required to approve an amendment to the articles of a corporation, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.

(f) A class of members of a public benefit or mutual benefit corporation is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.

16.03.520 Articles of Amendment

(a) A corporation amending its articles shall deliver to the Tribal Secretary articles of amendment setting forth the items required in Section 16.01.250.

(b) In addition, any amendment to the Articles of a Non-Profit Corporation shall also include the following:

(1) if approval by members was required:

(A) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and

(B) either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class.

16.03.530 Amendment of Bylaws by Directors

If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one or more amendments to the corporation's bylaws. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved in accordance with the provisions of its articles and bylaws. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.

16.03.540 Amendment of Bylaws by Directors and Members

(2) by the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and

(b) The members may condition the amendment's adoption on its receipt of a higher percentage of affirmative votes or on any other basis.

(c) If the board initiates an amendment to the bylaws or board approval is required by subsection (a) to adopt an amendment to the bylaws, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.

(d) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with Section 16.03.250. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.

16.03.550 Class Voting by Members on Amendments

(a) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of another class.

(b) The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would:

(3) increase or decrease the number of memberships authorized for that class;

(4) increase the number of memberships authorized for another class;

(5) effect an exchange, reclassification or termination of all or part of the memberships of that class; or

(6) authorize a new class of memberships.

(c) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles or bylaws.

(d) If a class is to be divided into two or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment; and

(e) If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.

(f) A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.

Subchapter 8 Sale of Assets

16.03.560 Sale of Assets in Regular Course of Activities and Mortgage of Assets

(a) A corporation may on the terms and conditions and for the consideration determined by the board of directors:

(1) sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities; or

(2) mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities.

(b) Unless the articles require it, approval of the members or any other person of a transaction described in subsection (a) is not required.

16.03.570 Sale of Assets Other than in Regular Course of Activities

(a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the goodwill) other than in the usual and regular course of its activities on the terms and conditions and for the consideration determined by the corporation's board if the proposed transaction is authorized by subsection (b).

(b) Unless this title, the articles, bylaws, or the board of directors or members (acting pursuant to subsection (d)) require a greater vote or voting by class, the proposed transaction to be authorized must be approved:

(1) by the board; and

(2) by the members by two-thirds of the votes cast or a majority of the voting power, whichever is less;

(c) If the corporation does not have members the transaction must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with the provisions of its articles and bylaws. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.

(d) The board may condition its submission of the proposed transaction, and the members may condition their approval of the transaction, on receipt of a higher percentage of affirmative votes or on any other basis.

(e) If the corporation seeks to have the transaction approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with Section 16.03.250. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.

(f) If the board needs to have the transaction approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of a description of the transaction.

(g) A public benefit or religious corporation must give written notice to the Tribal Secretary at least twenty (20) days before it sells, leases, exchanges, or otherwise disposes of all, or substantially all, of its property if the transaction is not in the usual and regular course of its activities unless the attorney general has given the corporation a written waiver of this subsection.

(h) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights), without further action by the members or any other person who approved the transaction in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board of directors.

Subchapter 9 Distributions

16.03.580 Prohibited Distributions

A Non-Profit Corporation formed under this title shall not make any distributions and no earnings of the Non-Profit Corporation shall inure to the benefit of a private individual.

Subchapter 10 Dissolution

16.03.590 Dissolution by Incorporators or Directors and Third Persons

(a) A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the Tribal Secretary articles of dissolution in accordance with the provisions of Chapter 16.01, Subchapter 7.

(b) The corporation shall give notice of any meeting at which dissolution will be approved in accordance with its articles and bylaws. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation.

(c) The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

16.03.600 Dissolution by Directors, Members and Third Persons

(a) Unless this title, the articles, bylaws or the board of directors or members (acting pursuant to subsection (c)) require a greater vote or voting by class, dissolution is authorized if it is approved:

(1) by the board; and

(2) by the members, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less; and

(b) If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with its articles and bylaws. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.

(c) The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis.

(d) If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with Section 16.03.250. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.

(e) If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.

(f) The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

16.03.610 Public Notice

(a) A public benefit or religious corporation shall provide written public notice that it intends to dissolve at or before the time it delivers articles of dissolution to the Tribal Secretary.

(b) No assets shall be transferred or conveyed by a public benefit or religious corporation as part of the dissolution process until twenty days after it has given the written notice required by subsection (a).

Subchapter 11 Foreign Non-Profit Corporations

16.03.620 [Reserved]

Subchapter 12 Records and Reports

16.03.630 Corporate Records

(a) A Non-Profit Corporation shall keep as permanent records the following documents:

(1) minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors;

(2) appropriate accounting records.

(3) a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.

(b) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(1) its articles or restated articles of incorporation and all amendments to them currently in effect;

(2) its bylaws or restated bylaws and all amendments to them currently in effect;

(3) resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members;

(4) the minutes of all meetings of members and records of all actions approved by the members for the past three years;

(5) all written communications to members generally within the past three years, including the financial statements furnished for the past three years

(6) a list of the names of its current directors and officers; and

(7) its most recent annual report delivered to the Tribal Secretary pursuant to Title, 1, Chapter 10.

16.03.640 Inspection of Records by Members

(a) Subject to subsection (e), a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in Section 16.03.630(c) if the member gives the corporation written notice or a written demand at least five business days before the date on which the member wishes to inspect and copy.

(b) Subject to subsection (e), a member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (c) and gives the corporation written notice at least five business days before the date on which the member wishes to inspect and copy:

(1) excerpts from any records required to be maintained under Section 16.03.630(a), to the extent not subject to inspection under Section 16.03.650(a);

(2) accounting records of the corporation; and

(3) subject to Section 16.03.660, the membership list.

(1) the member's demand is made in good faith and for a proper purpose;

(2) the member describes with reasonable particularity the purpose and the records the member desires to inspect; and

(3) the records are directly connected with this purpose.

(d) This section does not affect:

(1) the right of a member to inspect records under Section 16.03.290 or, if the member is in litigation with the corporation, to the same extent as any other litigant; or

(2) the power of a court, independently of this title, to compel the production of corporate records for examination.

(e) The articles or bylaws of a religious corporation may limit or abolish the right of a member under this section to inspect and copy any corporate record.

16.03.650 Scope of Inspection Rights

(a) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.

(b) The corporation may comply with a member's demand to inspect the record of members under Section 16.03.640(b)(3) by providing the member with a list of its members that was compiled no earlier than the date of the member's demand.

16.03.660 Limitations on Use of Membership List

(a) Without consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part thereof may not be:

(1) used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;

(2) used for any commercial purpose; or

(3) sold to or purchased by any person.

16.03.670 Financial Statements for Members

(a) Except as provided in the articles or bylaws of a religious corporation, a corporation upon written demand from a member shall furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

(b) If annual financial statements are reported upon by a public accountant, the accountant's report must accompany them. If not, the statements must be accompanied by the statement of the president or the person responsible for the corporation's financial accounting records:

(1) stating the president's or other person's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and

(2) describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

16.03.680 Report of Indemnification to Members

If a corporation indemnifies or advances expenses to a director in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members.

Chapter 16.04 Miscellaneous

Subchapter 1 Miscellaneous

16.04.010 Severability

If the Court shall adjudge to be invalid or unconstitutional any clause, sentence, paragraph, section, article or part of this title, such judgment or decree shall not affect, impair, invalidate or nullify the remainder of this title, but the effect thereof shall be confined to the clause, sentence, paragraph, section, article or part of this title as adjudged to be invalid or unconstitutional.

16.04.020 Construction and Application of Ordinance and Bylaws

(a) It is the policy of this title to give the maximum effect to the principle of freedom of contract and to the enforceability of corporate agreements.

(b) To the extent that, at law or in equity, a director or other person has duties (including fiduciary duties) to a corporation or to another person that is a party to or is otherwise bound by a corporate bylaws or other shareholders agreement, directors duties may be expanded or restricted or eliminated by provisions in the bylaws; provided, that the bylaws or any other agreement may not eliminate the implied contractual covenant of good faith and fair dealing.

(c) Unless otherwise provided in the articles or bylaws, no person shall be liable to an Entity or to another director, shareholder or another person that is a party to or is otherwise bound by the articles or bylaws for breach of fiduciary duty for the director's or other person's good faith reliance on the provisions of the articles or bylaws.

(d) 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 title.

16.04.030 Penalties

The Tribal Court shall have the authority to determine, apply and enforce appropriate remedies and penalties, including, but not limited to, civil fines, for violations of this title, or of the articles of incorporation or bylaws of any corporation formed pursuant to this title. The remedies available to corporations and their shareholders, shall include declaratory and injunctive relief, and special writs of mandamus, to compel actions necessary to secure the rights, obligations or privileges of such parties, whether or not those rights, obligations or privileges arise under this title.

16.04.040 Applicable Law

Except as otherwise specifically provided for herein, the Saint Regis Mohawk Tribe's Rules of Civil Procedure shall apply to any procedure or dispute not otherwise addressed by this title.

16.04.050 Fees

(a) The Tribal Secretary shall, subject to the approval of the Tribal Council, establish a schedule of fees to be paid for the filing of all documents or other actions required pursuant to this title (such as the provision of a certificate of good standing, or the filing of an annual report for example).

(b) The Tribal 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 five hundred dollars ($500.00), but not more than fifteen hundred dollars ($1,500.00), from which the Tribal Secretary may refund any payment made pursuant to this section to the extent that it exceeds the fees required by this section.

(c) No document required to be filed under this title shall be effective until the applicable fee required by this section is paid.

Chapter 16.05 Limited Liability Companies

Subchapter 1 General Provisions

16.05.010 General

(a) Purpose: The St. Regis Mohawk Tribal Council, governing body of the St. Regis Mohawk Indian Tribe, a federally recognized sovereign Indian Tribe, hereby establishes an ordinance for the formation of limited liability companies under tribal law.

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.

16.05.030 Name Set Forth in Certificate

The name of each limited liability company as set forth in its certificate of formation:

(a) Shall contain the words "Limited Liability Company" or the abbreviation "L.L.C." or the designation "LLC";

(b) May contain the name of a member or manager;

(c) Must be such as to distinguish it upon the records in the office of the Secretary from the name of any corporation, partnership, limited partnership, statutory trust or limited liability company reserved, registered, formed or organized under the laws of the Tribe or qualified to do business or registered as a foreign corporation or foreign limited liability company within the Reservation; provided however, that a limited liability company may register under any name which is not such as to distinguish it upon the records in the office of the Secretary from the name of any domestic or foreign corporation, partnership, limited partnership, statutory trust or limited liability company reserved, registered, formed or organized under the laws of the Tribe with the written consent of the other corporation or limited liability company, which written consent shall be filed with the Secretary; and

(d) May contain the following words: "Company," "Association," "Club," "Foundation," "Fund," "Institute," "Society," "Union," "Syndicate," "Limited" or "Trust" (or abbreviations of like import).

16.05.040 Reservation of Name

(a) The exclusive right to the use of a name may be reserved by:

(1) Any person intending to organize a limited liability company under this chapter and to adopt that name;

(2) Any domestic limited liability company or any foreign limited liability company registered within the Reservation which, in either case, proposes to change its name;

(3) [RESERVED]; and

(4) Any person intending to organize a foreign limited liability company and intending to have it register within the Reservation and adopt that name.

(b) The reservation of a specified name shall be made by filing with the Secretary an application, executed by the applicant, specifying the name to be reserved and the name and address of the applicant. If the Secretary, in his sole discretion, finds that the name is available for use, the Secretary shall reserve the name for the exclusive use of the applicant for a period of 120 days. Once having so reserved a name, the same applicant may again reserve the same name for successive 120-day periods. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the Secretary a notice of the transfer, executed by the applicant for whom the name was reserved, specifying the name to be transferred and the name and address of the transferee. The reservation of a specified name may be cancelled by filing with the Secretary a notice of cancellation, executed by the applicant or transferee, specifying the name reservation to be cancelled and the name and address of the applicant or transferee. Unless the Secretary finds that any application, notice of transfer, or notice of cancellation filed with the Secretary as required by this subsection does not conform to law, upon receipt of all filing fees required by law the Secretary shall prepare and return to the person who filed such instrument a copy of the filed instrument with a notation thereon of the action taken by the Secretary.

(c) A fee as set forth in Section 16.05.730(a)(1) of this chapter shall be paid at the time of the initial reservation of any name, at the time of the renewal of any such reservation and at the time of the filing of a notice of the transfer or cancellation of any such reservation.

16.05.050 Registered Office; Registered Agent

(a) Each limited liability company shall have and maintain within the Reservation:

(1) A registered office, which may but need not be a place of its business within the Reservation; and

(2) A registered agent for service of process on the limited liability company, which agent may be any of:

(A) The limited liability company itself,

(B) An individual resident within the Reservation,

(C) A domestic limited liability company (other than the limited liability company itself), a domestic corporation, a domestic partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership)), or a domestic statutory trust, or

(D) A foreign corporation, a foreign partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership)), a foreign limited liability company, or a foreign statutory trust.

(b) A registered agent may change the address of the registered office of the limited liability company(ies) for which it is registered agent to another address within the Reservation by paying a fee as set forth in Section 16.05.730(a)(2) of this chapter and filing with the Secretary a certificate, executed by such registered agent, setting forth the address at which such registered agent has maintained the registered office for each of limited liability companies for which it is a registered agent, and further certifying to the new address to which each such registered office will be changed on a given day, and at which new address such registered agent will thereafter maintain the registered office for each of the limited liability companies for which it is a registered agent. Upon the filing of such certificate, the Secretary shall furnish to the registered agent a certified copy of the same under the Secretary's hand and seal of office, and thereafter, or until further change of address, as authorized by law, the registered office within the Reservation of each of the limited liability companies for which the agent is a registered agent shall be located at the new address of the registered agent thereof as given in the certificate. In the event of a change of name of any person acting as a registered agent of a limited liability company, such registered agent shall file with the Secretary a certificate executed by such registered agent setting forth the new name of such registered agent, the name of such registered agent before it was changed, and the address at which such registered agent has maintained the registered office for each of the limited liability companies for which it is a registered agent, and shall pay a fee as set forth in Section 16.05.730(a)(2) of this chapter. Upon the filing of such certificate, the Secretary shall furnish to the registered agent a certified copy of the certificate under the Secretary's hand and seal of office. A change of name of any person acting as a registered agent of a limited liability company as a result of a merger or consolidation of the registered agent with or into another person which succeeds to its assets and liabilities by operation of law shall be deemed a change of name for purposes of this section. Filing a certificate under this section shall be deemed to be an amendment of the certificate of formation of each limited liability company affected thereby, and each such limited liability company shall not be required to take any further action with respect thereto to amend its certificate of formation under Section 16.05.140 of this chapter. Any registered agent filing a certificate under this section shall promptly, upon such filing, deliver a copy of any such certificate to each limited liability company affected thereby.

(c) The registered agent of 1 or more limited liability companies may resign and appoint a successor registered agent by paying a fee as set forth in Section 16.05.730(a)(2) of this chapter and filing a certificate with the Secretary, stating that it resigns and the name and address of the successor registered agent. There shall be attached to such certificate a statement of each affected limited liability company ratifying and approving such change of registered agent. Upon such filing, the successor registered agent shall become the registered agent of such limited liability companies as have ratified and approved such substitution, and the successor registered agent's address, as stated in such certificate, shall become the address of each such limited liability company's registered office within the Reservation. The Secretary shall then issue a certificate that to the successor registered agent has become the registered agent of the limited liability companies so ratifying and approving such change and setting out the names of such limited liability companies. Filing of such certificate of resignation shall be deemed to be an amendment of the certificate of formation of each limited liability company affected thereby, and each such limited liability company shall not be required to take any further action with respect thereto to amend its certificate of formation under Section 16.05.140 of this chapter.

(d) The registered agent of 1 or more limited liability companies may resign without appointing a successor registered agent by paying a fee as set forth in Section 16.05.730(a)(2) of this chapter and filing a certificate of resignation with the Secretary, but such resignation shall not become effective until 30 days after the certificate is filed. The certificate shall contain a statement that written notice of resignation was given to each affected limited liability company at least 30 days prior to the filing of the certificate by mailing or delivering such notice to the limited liability company at its address last known to the registered agent and shall set forth the date of such notice. After receipt of the notice of the resignation of its registered agent, the limited liability company for which such registered agent was acting shall obtain and designate a new registered agent, to take the place of the registered agent so resigning. If such limited liability company fails to obtain and designate a new registered agent as aforesaid prior to the expiration of the period of 30 days after the filing by the registered agent of the certificate of resignation, the certificate of formation of such limited liability company shall be deemed to be canceled. After the resignation of the registered agent shall have become effective as provided in this section and if no new registered agent shall have been obtained and designated in the time and manner aforesaid, service of legal process against each limited liability company for which the resigned registered agent had been acting shall thereafter be upon the Secretary in accordance with Section 16.05.060 of this chapter.

(e) Every registered agent shall:

(1) If an entity, maintain a business office within the Reservation which is generally open, or if an individual, be generally present at a designated location within the Reservation, at sufficiently frequent times to accept service of process and otherwise perform the functions of a registered agent;

(2) [RESERVED];

(3) Accept service of process and other communications directed to the limited liability companies for which it serves as registered agent and forward same to the limited liability company to which the service or communication is directed; and

(4) [RESERVED].

(f) [RESERVED]

(g) [RESERVED].

(h) [RESERVED].

(i) [RESERVED].

(j) [RESERVED].

16.05.060 Service of Process on Domestic Limited Liability Companies

(a) Service of legal process upon any domestic limited liability company shall be made by delivering a copy personally to any manager of the limited liability company within the Reservation or the registered agent of the limited liability company within the Reservation, or by leaving it at the dwelling house or usual place of abode within the Reservation of any such manager or registered agent (if the registered agent be an individual), or at the registered office or other place of business of the limited liability company within the Reservation. If the registered agent be a corporation, service of process upon it as such may be made by serving, within the Reservation, a copy thereof on the president, vice-president, secretary, assistant secretary or any director of the corporate registered agent. Service by copy left at the dwelling house or usual place of abode of a manager or registered agent, or at the registered office or other place of business of the limited liability company within the Reservation, to be effective, must be delivered thereat at least 6 days before the return date of the process, and in the presence of an adult person, and the officer serving the process shall distinctly state the manner of service in the officer's return thereto. Process returnable forthwith must be delivered personally to the manager or registered agent.

(b) In case the officer whose duty it is to serve legal process cannot by due diligence serve the process in any manner provided for by subsection (a) of this section, it shall be lawful to serve the process against the limited liability company upon the Secretary, and such service shall be as effectual for all intents and purposes as if made in any of the ways provided for in subsection (a) of this section. In the event that service is effected through the Secretary in accordance with this subsection, the Secretary shall forthwith notify the limited liability company by letter, certified mail, return receipt requested, directed to the limited liability company at its address as it appears on the records relating to such limited liability company on file with the Secretary or, if no such address appears, at its last registered office. Such letter shall enclose a copy of the process and any other papers served on the Secretary pursuant to this subsection. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the Secretary that service is being effected pursuant to this subsection, and to pay the Secretary the sum of $50 for the use of the Tribe, which sum shall be taxed as part of the costs in the proceeding if the plaintiff shall prevail therein. The Secretary shall maintain an alphabetical record of any such service setting forth the name of the plaintiff and defendant, the ordinance, docket number and nature of the proceeding in which process has been served upon the Secretary, the fact that service has been effected pursuant to this subsection, the return date thereof, and the day and hour when the service was made. The Secretary shall not be required to retain such information for a period longer than 5 years from the Secretary's receipt of the service of process.

16.05.070 Nature of Business Permitted; Powers

(a) A limited liability company may carry on any lawful business, purpose or activity, whether or not for profit, with the exception of the business of granting policies of insurance, or assuming insurance risks or banking.

(b) A limited liability company shall possess and may exercise all the powers and privileges granted by this chapter or by any other law or by its limited liability company agreement, together with any powers incidental thereto, including such powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the limited liability company.

(c) Notwithstanding any provision of this chapter to the contrary, without limiting the general powers enumerated in subsection (b) of this section, a limited liability company shall, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, have the power and authority to make contracts of guaranty and suretyship and enter into interest rate, basis, currency, hedge or other swap agreements or cap, floor, put, call, option, exchange or collar agreements, derivative agreements, or other agreements similar to any of the foregoing.

16.05.080 Business Transactions of Member or Manager with the Limited Liability Company

Except as provided in a limited liability company agreement, a member or manager may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume 1 or more obligations of, provide collateral for, and transact other business with, a limited liability company and, subject to other applicable law, has the same rights and obligations with respect to any such matter as a person who is not a member or manager.

16.05.090 Indemnification

Subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

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.

16.05.110 Contested Matters Relating to Managers; Contested Votes

(a) Upon application of any member or manager, the Tribal Court may hear and determine the validity of any admission, election, appointment, removal or resignation of a manager of a limited liability company, and the right of any person to become or continue to be a manager of a limited liability company, and, in case the right to serve as a manager is claimed by more than 1 person, may determine the person or persons entitled to serve as managers; and to that end make such order or decree in any such case as may be just and proper, with power to enforce the production of any books, papers and records of the limited liability company relating to the issue. In any such application, the limited liability company shall be named as a party and service of copies of the application upon the registered agent of the limited liability company shall be deemed to be service upon the limited liability company and upon the person or persons whose right to serve as a manager is contested and upon the person or persons, if any, claiming to be a manager or claiming the right to be a manager; and the registered agent shall forward immediately a copy of the application to the limited liability company and to the person or persons whose right to serve as a manager is contested and to the person or persons, if any, claiming to be a manager or the right to be a manager, in a postpaid, sealed, registered letter addressed to such limited liability company and such person or persons at their post-office addresses last known to the registered agent or furnished to the registered agent by the applicant member or manager. The Tribal Court may make such order respecting further or other notice of such application as it deems proper under these circumstances.

(b) Upon application of any member or manager, the Tribal Court may hear and determine the result of any vote of members or managers upon matters as to which the members or managers of the limited liability company, or any class or group of members or managers, have the right to vote pursuant to the limited liability company agreement or other agreement or this chapter (other than the admission, election, appointment, removal or resignation of managers). In any such application, the limited liability company shall be named as a party and service of the application upon the registered agent of the limited liability company shall be deemed to be service upon the limited liability company, and no other party need be joined in order for the Tribal Court to adjudicate the result of the vote. The Tribal Court may make such order respecting further or other notice of such application as it deems proper under these circumstances.

(c) 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.

16.05.120 Interpretation and Enforcement of Limited Liability Company Agreement

Any action to interpret, apply or enforce the provisions of a limited liability company agreement, or the duties, obligations or liabilities of a limited liability company to the members or managers of the limited liability company, or the duties, obligations or liabilities among members or managers and of members or managers to the limited liability company, or the rights or powers of, or restrictions on, the limited liability company, members or managers, may be brought in the Tribal Court.

Subchapter 2 Formation; Certificate of Formation

16.05.130 Certificate of Formation

(a) In order to form a limited liability company, 1 or more authorized persons must execute a certificate of formation. The certificate of formation shall be filed in the office of the Secretary and set forth:

(1) The name of the limited liability company;

(2) The address of the registered office and the name and address of the registered agent for service of process required to be maintained by Section 16.05.050 of this chapter;

(3) The name of each Manager or Member;

(4) Subject to Section 16.05.100(d) of this chapter, a statement that the Company and each Manager or Member consents to at least be subject to the non- exclusive jurisdiction of the Tribal Court; and

(5) any other matters the members determine to include therein.

(b) A limited liability company is formed at the time of the filing of the initial certificate of formation filed in the office of the Secretary or at any later date or time specified in the certificate of formation if, in either case, there has been substantial compliance with the requirements of this section. A limited liability company formed under this chapter shall be a separate legal entity, the existence of which as a separate legal entity shall continue until cancellation of the limited liability company's certificate of formation.

(d) A limited liability company agreement may be entered into either before, after or at the time of the filing of a certificate of formation and, whether entered into before, after or at the time of such filing, may be made effective as of the formation of the limited liability company or at such other time or date as provided in the limited liability company agreement.

16.05.140 Amendment to Certificate of Formation

(a) A certificate of formation is amended by filing a certificate of amendment thereto in the office of the Secretary. The certificate of amendment shall set forth:

(1) The name of the limited liability company; and

(2) The amendment to the certificate of formation.

(b) A manager or, if there is no manager, then any member who becomes aware that any statement in a certificate of formation was false when made, or that any matter described has changed making the certificate of formation false in any material respect, shall promptly amend the certificate of formation.

(d) Unless otherwise provided in this chapter or unless a later effective date or time (which shall be a date or time certain) is provided for in the certificate of amendment, a certificate of amendment shall be effective at the time of its filing with the Secretary.

16.05.150 Cancellation of Certificate

A certificate of formation shall be cancelled upon the dissolution and the completion of winding up of a limited liability company, or as provided in Section 16.05.050(d) of this chapter, or upon the filing of a certificate of merger or consolidation if the limited liability company is not the surviving or resulting entity in a merger or consolidation. A certificate of cancellation shall be filed in the office of the Secretary to accomplish the cancellation of a certificate of formation upon the dissolution and the completion of winding up of a limited liability company and shall set forth:

(a) The name of the limited liability company;

(b) The date of filing of its certificate of formation;

(c) The future effective date or time (which shall be a date or time certain) of cancellation if it is not to be effective upon the filing of the certificate; and

(d) Any other information the person filing the certificate of cancellation determines.

16.05.160 Execution

(a) Each certificate required by this Subchapter to be filed in the office of the Secretary shall be executed by 1 or more authorized persons.

(b) Unless otherwise provided in a limited liability company agreement, any person may sign any certificate or amendment thereof or enter into a limited liability company agreement or amendment thereof by an agent, including an attorney-in-fact. An authorization, including a power of attorney, to sign any certificate or amendment thereof or to enter into a limited liability company agreement or amendment thereof need not be in writing, need not be sworn to, verified or acknowledged, and need not be filed in the office of the Secretary, but if in writing, must be retained by the limited liability company.

(c) The execution of a certificate by an authorized person constitutes an oath or affirmation, under the penalties of perjury in the third degree, that, to the best of the authorized person's knowledge and belief, the facts stated therein are true.

16.05.170 Execution, Amendment or Cancellation by Judicial Order

(a) If a person required to execute a certificate required by this Subchapter fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the Tribal Court to direct the execution of the certificate. If the Tribal Court finds that the execution of the certificate is proper and that any person so designated has failed or refused to execute the certificate, it shall order the Secretary to record an appropriate certificate.

(b) If a person required to execute a limited liability company agreement or amendment thereof fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the Tribal Court to direct the execution of the limited liability company agreement or amendment thereof. If the Tribal Court finds that the limited liability company agreement or amendment thereof should be executed and that any person required to execute the limited liability company agreement or amendment thereof has failed or refused to do so, it shall enter an order granting appropriate relief.

16.05.180 Filing

(a) The signed copy of the certificate of formation and of any certificates of amendment, correction, amendment of a certificate with a future effective date or time, termination of a certificate with a future effective date or time or cancellation (or of any judicial decree of amendment or cancellation), and of any certificate of merger or consolidation, any restated certificate, any corrected certificate, any certificate of conversion to limited liability company, certificate of transfer, any certificate of transfer and continuance, and of any certificate of revival shall be delivered to the Secretary. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of that person's authority as a prerequisite to filing. Any signature on any certificate authorized to be filed with the Secretary under any provision of this chapter may be a facsimile, a conformed signature or an electronically transmitted signature. Unless the Secretary finds that any certificate does not conform to law, upon receipt of all filing fees required by law, the Secretary shall:

(1) Certify that the certificate of formation, the certificate of amendment, the certificate of correction, the certificate of amendment of a certificate with a future effective date or time, the certificate of termination of a certificate with a future effective date or time, the certificate of cancellation (or of any judicial decree of amendment or cancellation), the certificate of merger or consolidation, the restated certificate, the corrected certificate, the certificate of conversion to limited liability company, the certificate of transfer, the certificate of transfer and continuance, or the certificate of revival has been filed in the Secretary's office by endorsing upon the signed certificate the word "Filed" and the date and time of the filing. This endorsement is conclusive of the date and time of its filing in the absence of actual fraud. Except as provided in subdivision (a)(5) or (a)(6) of this section, such date and time of filing of a certificate shall be the date and time of delivery of the certificate;

(2) File and index the endorsed certificate;

(3) Prepare and return to the person who filed it or that person's representative a copy of the signed certificate, similarly endorsed, and shall certify such copy as a true copy of the signed certificate; and

(4) Cause to be entered such information from the certificate as the Secretary deems appropriate into the Tribal Corporation Information System or any system which is a successor thereto in the office of the Secretary, and such information and a copy of such certificate shall be permanently maintained as a public record on a suitable medium. The Secretary is authorized to grant direct access to such system to registered agents subject to the execution of an operating agreement between the Secretary and such registered agent. Any registered agent granted such access shall demonstrate the existence of policies to ensure that information entered into the system accurately reflects the content of certificates in the possession of the registered agent at the time of entry.

(5) Upon request made upon or prior to delivery, the Secretary may, to the extent deemed practicable, establish as the date and time of filing of a certificate a date and time after its delivery. If the Secretary refuses to file any certificate due to an error, omission or other imperfection, the Secretary may hold such certificate in suspension, and in such event, upon delivery of a replacement certificate in proper form for filing and tender of the required fees within 5 business days after notice of such suspension is given to the filer, the Secretary shall establish as the date and time of filing of such certificate the date and time that would have been the date and time of filing of the rejected certificate had it been accepted for filing. The Secretary shall not issue a certificate of good standing with respect to any limited liability company with a certificate held in suspension pursuant to this subsection. The Secretary may establish as the date and time of filing of a certificate the date and time at which information from such certificate is entered pursuant to subdivision (a)(4) of this section if such certificate is delivered on the same date and within 4 hours after such information is entered.

(6) If:

(A) Together with the actual delivery of a certificate and tender of the required fees, there is delivered to the Secretary a separate affidavit (which in its heading shall be designated as an affidavit of extraordinary condition) attesting, on the basis of personal knowledge of the affiant or a reliable source of knowledge identified in the affidavit, that an earlier effort to deliver such certificate and tender such fees was made in good faith, specifying the nature, date and time of such good faith effort and requesting that the Secretary establish such date and time as the date and time of filing of such certificate; or

(B) Upon the actual delivery of a certificate and tender of the required fees, the Secretary in the Secretary's own discretion provides a written waiver of the requirement for such an affidavit stating that it appears to the Secretary that an earlier effort to deliver such certificate and tender such fees was made in good faith and specifying the date and time of such effort; and

(C) The Secretary determines that an extraordinary condition existed at such date and time, that such earlier effort was unsuccessful as a result of the existence of such extraordinary condition, and that such actual delivery and tender were made within a reasonable period (not to exceed 2 business days) after the cessation of such extraordinary condition, then the Secretary may establish such date and time as the date and time of filing of such certificate. No fee shall be paid to the Secretary for receiving an affidavit of extraordinary condition. For purposes of this subsection, an extraordinary condition means: any emergency resulting from an attack on, invasion or occupation by foreign military forces of, or disaster, catastrophe, war or other armed conflict, revolution or insurrection or rioting or civil commotion in, the United States or a locality in which the Secretary conducts its business or in which the good faith effort to deliver the certificate and tender the required fees is made, or the immediate threat of any of the foregoing; or any malfunction or outage of the electrical or telephone service to the Secretary's office, or weather or other condition in or about a locality in which the Secretary conducts its business, as a result of which the Secretary's office is not open for the purpose of the filing of certificates under this chapter or such filing cannot be effected without extraordinary effort. The Secretary may require such proof as it deems necessary to make the determination required under this subparagraph of subdivision (a)(6), and any such determination shall be conclusive in the absence of actual fraud. If the Secretary establishes the date and time of filing of a certificate pursuant to this subsection, the date and time of delivery of the affidavit of extraordinary condition or the date and time of the Secretary's written waiver of such affidavit shall be endorsed on such affidavit or waiver and such affidavit or waiver, so endorsed, shall be attached to the filed certificate to which it relates. Such filed certificate shall be effective as of the date and time established as the date and time of filing by the Secretary pursuant to this subsection, except as to those persons who are substantially and adversely affected by such establishment and, as to those persons, the certificate shall be effective from the date and time endorsed on the affidavit of extraordinary condition or written waiver attached thereto.

(b) Upon the filing of a certificate of amendment (or judicial decree of amendment), certificate of correction, corrected certificate or restated certificate in the office of the Secretary, or upon the future effective date or time of a certificate of amendment (or judicial decree thereof) or restated certificate, as provided for therein, the certificate of formation shall be amended, corrected or restated as set forth therein. Upon the filing of a certificate of cancellation (or a judicial decree thereof), or a certificate of merger or consolidation which acts as a certificate of cancellation or a certificate of transfer, or upon the future effective date or time of a certificate of cancellation (or a judicial decree thereof) or of a certificate of merger or consolidation which acts as a certificate of cancellation or a certificate of transfer, the certificate of formation is cancelled. Upon the filing of a certificate of conversion to limited liability company or upon the future effective date or time of a certificate of conversion to limited liability company, the entity filing the certificate of conversion to limited liability company is converted to a limited liability company. Upon the filing of a certificate of revival, the limited liability company is revived.

(c) If any certificate filed in accordance with this chapter provides for a future effective date or time and if, prior to such future effective date or time set forth in such certificate, the transaction is terminated or its terms are amended to change the future effective date or time or any other matter described in such certificate so as to make such certificate false or inaccurate in any respect, such certificate shall, prior to the future effective date or time set forth in such certificate, be terminated or amended by the filing of a certificate of termination or certificate of amendment of such certificate, executed in accordance with Section 16.05.160 of this chapter, which shall identify the certificate which has been terminated or amended and shall state that the certificate has been terminated or the manner in which it has been amended. Upon the filing of a certificate of amendment of a certificate with a future effective date or time, the certificate identified in such certificate of amendment is amended. Upon the filing of a certificate of termination of a certificate with a future effective date or time, the certificate identified in such certificate of termination is terminated.

(d) A fee as set forth in Section 16.05.730(a)(3) of this chapter shall be paid at the time of the filing of a certificate of formation, a certificate of amendment, a certificate of correction, a certificate of amendment of a certificate with a future effective date or time, a certificate of termination of a certificate with a future effective date or time, a certificate of cancellation, a certificate of merger or consolidation, a restated certificate, a corrected certificate, a certificate of conversion to limited liability company, a certificate of transfer, a certificate of transfer and continuance, a certificate of limited liability company domestication or a certificate of revival.

(e) [RESERVED].

(f) A fee as set forth in Section 16.05.730(a)(4) of this chapter shall be paid for a certified copy of any paper on file as provided for by this chapter, and a fee as set forth in Section 16.05.730(a)(5) of this chapter shall be paid for each page copied.

16.05.190 Notice

The fact that a certificate of formation is on file in the office of the Secretary is notice that the entity formed in connection with the filing of the certificate of formation is a limited liability company formed under the laws of the Tribe and is notice of all other facts set forth therein which are required to be set forth in a certificate of formation by Section 16.05.140(a)(1) and Section 16.05.140(a)(2) of this chapter.

16.05.200 Restated Certificate

(a) A limited liability company may, whenever desired, integrate into a single instrument all of the provisions of its certificate of formation which are then in effect and operative as a result of there having theretofore been filed with the Secretary 1 or more certificates or other instruments pursuant to any of the sections referred to in this Subchapter, and it may at the same time also further amend its certificate of formation by adopting a restated certificate of formation.

(b) If a restated certificate of formation merely restates and integrates but does not further amend the initial certificate of formation, as theretofore amended or supplemented by any instrument that was executed and filed pursuant to any of the sections in this Subchapter, it shall be specifically designated in its heading as a "Restated Certificate of Formation" together with such other words as the limited liability company may deem appropriate and shall be executed by an authorized person and filed as provided in Section 16.05.180 of this chapter in the office of the Secretary. If a restated certificate restates and integrates and also further amends in any respect the certificate of formation, as theretofore amended or supplemented, it shall be specifically designated in its heading as an "Amended and Restated Certificate of Formation" together with such other words as the limited liability company may deem appropriate and shall be executed by at least 1 authorized person, and filed as provided in Section 16.05.180 of this chapter in the office of the Secretary.

(c) A restated certificate of formation shall state, either in its heading or in an introductory paragraph, the limited liability company's present name, and, if it has been changed, the name under which it was originally filed, and the date of filing of its original certificate of formation with the Secretary, and the future effective date or time (which shall be a date or time certain) of the restated certificate if it is not to be effective upon the filing of the restated certificate. A restated certificate shall also state that it was duly executed and is being filed in accordance with this section. If a restated certificate only restates and integrates and does not further amend a limited liability company's certificate of formation as theretofore amended or supplemented and there is no discrepancy between those provisions and the restated certificate, it shall state that fact as well.

(d) Upon the filing of a restated certificate of formation with the Secretary, or upon the future effective date or time of a restated certificate of formation as provided for therein, the initial certificate of formation, as theretofore amended or supplemented, shall be superseded; thenceforth, the restated certificate of formation, including any further amendment or changes made thereby, shall be the certificate of formation of the limited liability company, but the original effective date of formation shall remain unchanged.

(e) Any amendment or change effected in connection with the restatement and integration of the certificate of formation shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.

16.05.210 Merger and Consolidation

(a) As used in this section, "other business entity" means a corporation, a statutory trust, or a business trust or association, a real estate investment trust, a common-law trust, or any other unincorporated business, including a partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership)), and a foreign limited liability company, but excluding a domestic limited liability company.

(b) Pursuant to an agreement of merger or consolidation, 1 or more domestic limited liability companies may merge or consolidate with or into 1 or more domestic limited liability companies or 1 or more other business entities formed or organized under the laws of the Tribe or any other tribe or any state or the United States or any foreign country or other foreign jurisdiction, or any combination thereof, with such domestic limited liability company or other business entity as the agreement shall provide being the surviving or resulting domestic limited liability company or other business entity. Unless otherwise provided in the limited liability company agreement, a merger or consolidation shall be approved by each domestic limited liability company which is to merge or consolidate by the members or, if there is more than one class or group of members, then by each class or group of members, in either case, by members who own more than 50 percent of the then current percentage or other interest in the profits of the domestic limited liability company owned by all of the members or by the members in each class or group, as appropriate. In connection with a merger or consolidation hereunder, rights or securities of, or interests in, a domestic limited liability company or other business entity which is a constituent party to the merger or consolidation may be exchanged for or converted into cash, property, rights or securities of, or interests in, the surviving or resulting domestic limited liability company or other business entity or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, a domestic limited liability company or other business entity which is not the surviving or resulting limited liability company or other business entity in the merger or consolidation or may be cancelled. Notwithstanding prior approval, an agreement of merger or consolidation may be terminated or amended pursuant to a provision for such termination or amendment contained in the agreement of merger or consolidation.

(c) If a domestic limited liability company is merging or consolidating under this section, the domestic limited liability company or other business entity surviving or resulting in or from the merger or consolidation shall file a certificate of merger or consolidation executed by 1 or more authorized persons on behalf of the domestic limited liability company when it is the surviving or resulting entity in the office of the Secretary. The certificate of merger or consolidation shall state:

(1) The name and jurisdiction of formation or organization of each of the domestic limited liability companies and other business entities which is to merge or consolidate;

(2) That an agreement of merger or consolidation has been approved and executed by each of the domestic limited liability companies and other business entities which is to merge or consolidate;

(3) The name of the surviving or resulting domestic limited liability company or other business entity;

(4) In the case of a merger in which a domestic limited liability company is the surviving entity, such amendments, if any, to the certificate of formation of the surviving domestic limited liability company to change its name as are desired to be effected by the merger;

(5) The future effective date or time (which shall be a date or time certain) of the merger or consolidation if it is not to be effective upon the filing of the certificate of merger or consolidation;

(6) That the agreement of merger or consolidation is on file at a place of business of the surviving or resulting domestic limited liability company or other business entity, and shall state the address thereof;

(7) That a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting domestic limited liability company or other business entity, on request and without cost, to any member of any domestic limited liability company or any person holding an interest in any other business entity which is to merge or consolidate; and

(8) If the surviving or resulting entity is not a domestic limited liability company, or a corporation or limited partnership organized under the laws of the Tribe, a statement that such surviving or resulting other business entity agrees that the Company and each Manager or Member consents to at least be subject to the non-exclusive jurisdiction of the Tribal Court, that it may be served with process within the Reservation in any action, suit or proceeding for the enforcement of any obligation of any domestic limited liability company which is to merge or consolidate, irrevocably appointing the Secretary as its agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of such process shall be mailed to it by the Secretary. In the event of service hereunder upon the Secretary, the procedures set forth in § 911(c) of this chapter shall be applicable, except that the plaintiff in any such action, suit or proceeding shall furnish the Secretary with the address specified in the certificate of merger or consolidation provided for in this section and any other address which the plaintiff may elect to furnish, together with copies of such process as required by the Secretary, and the Secretary shall notify such surviving or resulting other business entity at all such addresses furnished by the plaintiff in accordance with the procedures set forth in § 911(c) of this chapter.

(d) Unless a future effective date or time is provided in a certificate of merger or consolidation, in which event a merger or consolidation shall be effective at any such future effective date or time, a merger or consolidation shall be effective upon the filing in the office of the Secretary of a certificate of merger or consolidation.

(e) A certificate of merger or consolidation shall act as a certificate of cancellation for a domestic limited liability company which is not the surviving or resulting entity in the merger or consolidation. A certificate of merger that sets forth any amendment in accordance with subsection (c)(4) of this section 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 Section 16.05.140 of this chapter with respect to such amendments set forth in the certificate of merger. Whenever this section requires the filing of a certificate of merger or consolidation, such requirement shall be deemed satisfied by the filing of an agreement of merger or consolidation containing the information required by this section to be set forth in the certificate of merger or consolidation.

(f) An agreement of merger or consolidation approved in accordance with subsection (b) of this section may:

(1) Effect any amendment to the limited liability company agreement; or

(2) Effect the adoption of a new limited liability company agreement, for a limited liability company if it is the surviving or resulting limited liability company in the merger or consolidation.

Any amendment to a limited liability company agreement or adoption of a new limited liability company agreement made pursuant to the foregoing sentence shall be effective at the effective time or date of the merger or consolidation. The provisions of this subsection shall not be construed to limit the accomplishment of a merger or of any of the matters referred to herein by any other means provided for in a limited liability company agreement or other agreement or as otherwise permitted by law, including that the limited liability company agreement of any constituent limited liability company to the merger or consolidation (including a limited liability company formed for the purpose of consummating a merger or consolidation) shall be the limited liability company agreement of the surviving or resulting limited liability company.

(g) When any merger or consolidation shall have become effective under this section, for all purposes of the laws of the Tribe, all of the rights, privileges and powers of each of the domestic limited liability companies and other business entities that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of said domestic limited liability companies and other business entities, as well as all other things and causes of action belonging to each of such domestic limited liability companies and other business entities, shall be vested in the surviving or resulting domestic limited liability company or other business entity, and shall thereafter be the property of the surviving or resulting domestic limited liability company or other business entity as they were of each of the domestic limited liability companies and other business entities that have merged or consolidated, and the ordinance to any real property vested by deed or otherwise, under the laws of the Tribe, in any of such domestic limited liability companies and other business entities, shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of any of said domestic limited liability companies and other business entities shall be preserved unimpaired, and all debts, liabilities and duties of each of the said domestic limited liability companies and other business entities that have merged or consolidated shall thenceforth attach to the surviving or resulting domestic limited liability company or other business entity, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. Unless otherwise agreed, a merger or consolidation of a domestic limited liability company, including a domestic limited liability company which is not the surviving or resulting entity in the merger or consolidation, shall not require such domestic limited liability company to wind up its affairs under Section 16.05.610 of this chapter or pay its liabilities and distribute its assets under Section 16.05.620 of this chapter.

16.05.220 Contractual Appraisal Rights

A limited liability company agreement or an agreement of merger or consolidation may provide that contractual appraisal rights with respect to a limited liability company interest or another interest in a limited liability company shall be available for any class or group of members or limited liability company interests in connection with any amendment of a limited liability company agreement, any merger or consolidation in which the limited liability company is a constituent party to the merger or consolidation, any conversion of the limited liability company to another business form, any transfer to or domestication in any jurisdiction by the limited liability company, or the sale of all or substantially all of the limited liability company's assets. The Tribal Court shall have jurisdiction to hear and determine any matter relating to any such appraisal rights.

16.05.230 Certificate of Correction

(a) Whenever any certificate authorized to be filed with the office of the Secretary under any provision of this chapter has been so filed and is an inaccurate record of the action therein referred to, or was defectively or erroneously executed, such certificate may be corrected by filing with the office of the Secretary a certificate of correction of such certificate. The certificate of correction shall specify the inaccuracy or defect to be corrected, shall set forth the portion of the certificate in corrected form, and shall be executed and filed as required by this chapter. The certificate of correction shall be effective as of the date the original certificate was filed, except as to those persons who are substantially and adversely affected by the correction, and as to those persons the certificate of correction shall be effective from the filing date.

(b) In lieu of filing a certificate of correction, a certificate may be corrected by filing with the Secretary a corrected certificate which shall be executed and filed as if the corrected certificate were the certificate being corrected, and a fee equal to the fee payable to the Secretary if the certificate being corrected were then being filed shall be paid and collected by the Secretary for the use of the Tribe in connection with the filing of the corrected certificate. The corrected certificate shall be specifically designated as such in its heading, shall specify the inaccuracy or defect to be corrected and shall set forth the entire certificate in corrected form. A certificate corrected in accordance with this section shall be effective as of the date the original certificate was filed, except as to those persons who are substantially and adversely affected by the correction and as to those persons the certificate as corrected shall be effective from the filing date.

16.05.240 [Reserved]

16.05.250 [Reserved]

16.05.260 [Reserved]

16.05.270 [Reserved]

16.05.280 [Reserved]

Subchapter 3 Members

16.05.290 Admission of Members

(a) In connection with the formation of a limited liability company, a person is admitted as a member of the limited liability company upon the later to occur of:

(1) The formation of the limited liability company; or

(2) The time provided in and upon compliance with the limited liability company agreement or, if the limited liability company agreement does not so provide, when the person's admission is reflected in the records of the limited liability company.

(b) After the formation of a limited liability company, a person is admitted as a member of the limited liability company:

(1) In the case of a person who is not an assignee of a limited liability company interest, including a person acquiring a limited liability company interest directly from the limited liability company and a person to be admitted as a member of the limited liability company without acquiring a limited liability company interest in the limited liability company at the time provided in and upon compliance with the limited liability company agreement or, if the limited liability company agreement does not so provide, upon the consent of all members and when the person's admission is reflected in the records of the limited liability company;

(2) In the case of an assignee of a limited liability company interest, as provided in Section 16.05.570(a) of this chapter and at the time provided in and upon compliance with the limited liability company agreement or, if the limited liability company agreement does not so provide, when any such person's permitted admission is reflected in the records of the limited liability company; or

(3) In the case of a person being admitted as a member of a surviving or resulting limited liability company pursuant to a merger or consolidation approved in accordance with Section 16.05.210(b) of this chapter, at the time provided in the limited liability company agreement of the surviving or resulting limited liability company or in the agreement of merger or consolidation, and in the event of any inconsistency, the terms of the agreement of merger or consolidation shall control; and in the case of a person being admitted as a member of a limited liability company pursuant to a merger or consolidation in which such limited liability company is not the surviving or resulting limited liability company in the merger or consolidation, as provided in the limited liability company agreement of such limited liability company.

(d) A person may be admitted to a limited liability company as a member of the limited liability company and may receive a limited liability company interest in the limited liability company without making a contribution or being obligated to make a contribution to the limited liability company. Unless otherwise provided in a limited liability company agreement, a person may be admitted to a limited liability company as a member of the limited liability company without acquiring a limited liability company interest in the limited liability company. Unless otherwise provided in a limited liability company agreement, a person may be admitted as the sole member of a limited liability company without making a contribution or being obligated to make a contribution to the limited liability company or without acquiring a limited liability company interest in the limited liability company.

(e) Unless otherwise provided in a limited liability company agreement or another agreement, a member shall have no preemptive right to subscribe to any additional issue of limited liability company interests or another interest in a limited liability company.

16.05.300 Classes and Voting

(a) A limited liability company agreement may provide for classes or groups of members having such relative rights, powers and duties as the limited liability company agreement may provide, and may make provision for the future creation in the manner provided in the limited liability company agreement of additional classes or groups of members having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of members. A limited liability company agreement may provide for the taking of an action, including the amendment of the limited liability company agreement, without the vote or approval of any member or class or group of members, including an action to create under the provisions of the limited liability company agreement a class or group of limited liability company interests that was not previously outstanding. A limited liability company agreement may provide that any member or class or group of members shall have no voting rights.

(b) A limited liability company agreement may grant to all or certain identified members or a specified class or group of the members the right to vote separately or with all or any class or group of the members or managers, on any matter. Voting by members may be on a per capita, number, financial interest, class, group or any other basis.

(c) A limited liability company agreement may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any members, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.

(d) Unless otherwise provided in a limited liability company agreement, meetings of members may be held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting. Unless otherwise provided in a limited liability company agreement, on any matter that is to be voted on, consented to or approved by members, the members may take such action without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote thereon were present and voted. Unless otherwise provided in a limited liability company agreement, on any matter that is to be voted on by members, the members may vote in person or by proxy, and such proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. Unless otherwise provided in a limited liability company agreement, a consent transmitted by electronic transmission by a member or by a person or persons authorized to act for a member shall be deemed to be written and signed for purposes of this subsection. For purposes of this subsection, the term "electronic transmission" means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process.

(e) If a limited liability company agreement provides for the manner in which it may be amended, including by requiring the approval of a person who is not a party to the limited liability company agreement or the satisfaction of conditions, it may be amended only in that manner or as otherwise permitted by law (provided that the approval of any person may be waived by such person and that any such conditions may be waived by all persons for whose benefit such conditions were intended).

16.05.310 Liability to 3Rd Parties; No Waivers of Tribal Sovereign Immunity

(a) Except as otherwise provided by this chapter, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company, and no member or manager of a limited liability company shall be obligated personally for any such debt, obligation or liability of the limited liability company solely by reason of being a member or acting as a manager of the limited liability company.

(b) Notwithstanding the provisions of subsection (a) of this section, under a limited liability company agreement or under another agreement, a member or manager may agree to be obligated personally for any or all of the debts, obligations and liabilities of the limited liability company.

(1) 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 shall have the power to consent in writing to such limited liability company being sued in courts or to have claims against it resolved through arbitration, but shall not have the power to consent to suit against the Tribe or any other tribal entity, and

(2) no suit may be brought against 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 except insofar as consent has been given in writing pursuant to this subsection of this chapter. Any such consent shall be strictly construed.

(d) Notwithstanding any other provision contained in this chapter, limited liability companies may not dispose of, mortgage, or otherwise encumber real or personal property of the Tribe, except that such limited liability companies may grant a leasehold mortgage or other security interest in such limited liability companies' leasehold interest in any lease of real or personal property of the Tribe to such limited liability company.

16.05.320 Events of Bankruptcy

A person ceases to be a member of a limited liability company upon the happening of any of the following events:

(a) Unless otherwise provided in a limited liability company agreement, or with the written consent of all members, a member:

(1) Makes an assignment for the benefit of creditors;

(2) Files a voluntary petition in bankruptcy;

(3) Is adjudged a bankrupt or insolvent, or has entered against the member an order for relief, in any bankruptcy or insolvency proceeding;

(4) Files a petition or answer seeking for the member any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;

(5) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the member in any proceeding of this nature;

(6) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the member or of all or any substantial part of the member's properties; or

(b) Unless otherwise provided in a limited liability company agreement, or with the written consent of all members, 120 days after the commencement of any proceeding against the member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without the member's consent or acquiescence of a trustee, receiver or liquidator of the member or of all or any substantial part of the member's properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated.

16.05.330 Access to and Confidentiality of Information; Records

(a) Each member of a limited liability company has the right, subject to such reasonable standards (including standards governing what information and documents are to be furnished at what time and location and at whose expense) as may be set forth in a limited liability company agreement or otherwise established by the manager or, if there is no manager, then by the members, to obtain from the limited liability company from time to time upon reasonable demand for any purpose reasonably related to the member's interest as a member of the limited liability company:

(1) True and full information regarding the status of the business and financial condition of the limited liability company;

(2) Promptly after becoming available, a copy of the limited liability company's federal, tribal, state and local income tax returns for each year;

(3) A current list of the name and last known business, residence or mailing address of each member and manager;

(4) A copy of any written limited liability company agreement and certificate of formation and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which the limited liability company agreement and any certificate and all amendments thereto have been executed;

(5) True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each member and which each member has agreed to contribute in the future, and the date on which each became a member; and

(6) Other information regarding the affairs of the limited liability company as is just and reasonable.

(b) Each manager shall have the right to examine all of the information described in subsection (a) of this section for a purpose reasonably related to the position of manager.

(c) The manager of a limited liability company shall have the right to keep confidential from the members, for such period of time as the manager deems reasonable, any information which the manager reasonably believes to be in the nature of trade secrets or other information the disclosure of which the manager in good faith believes is not in the best interest of the limited liability company or could damage the limited liability company or its business or which the limited liability company is required by law or by agreement with a 3rd party to keep confidential.

(d) A limited liability company may maintain its records in other than a written form if such form is capable of conversion into written form within a reasonable time.

(e) Any demand by a member under this section shall be in writing and shall state the purpose of such demand.

(f) Any action to enforce any right arising under this section shall be brought in the Tribal Court. If the limited liability company refuses to permit a member to obtain or a manager to examine the information described in subsection (a)(3) of this section or does not reply to the demand that has been made within 5 business days after the demand has been made, the demanding member or manager may apply to the Tribal Court for an order to compel such disclosure. The Tribal Court is hereby vested with exclusive jurisdiction to determine whether or not the person seeking such information is entitled to the information sought. The Tribal Court may summarily order the limited liability company to permit the demanding member to obtain or manager to examine the information described in subsection (a)(3) of this section and to make copies or abstracts therefrom, or the Tribal Court may summarily order the limited liability company to furnish to the demanding member or manager the information described in subsection (a)(3) of this section on the condition that the demanding member or manager first pay to the limited liability company the reasonable cost of obtaining and furnishing such information and on such other conditions as the Tribal Court deems appropriate. When a demanding member seeks to obtain or a manager seeks to examine the information described in subsection (a)(3) of this section, the demanding member or manager shall first establish (1) that the demanding member or manager has complied with the provisions of this section respecting the form and manner of making demand for obtaining or examining of such information, and (2) that the information the demanding member or manager seeks is reasonably related to the member's interest as a member or the manager's position as a manager, as the case may be. The Tribal Court may, in its discretion, prescribe any limitations or conditions with reference to the obtaining or examining of information, or award such other or further relief as the Tribal Court may deem just and proper. The Tribal Court may order books, documents and records, pertinent extracts therefrom, or duly authenticated copies thereof, to be brought within the Reservation and kept within the Reservation upon such terms and conditions as the order may prescribe.

(g) The rights of a member or manager to obtain information as provided in this section may be restricted in an original limited liability company agreement or in any subsequent amendment approved or adopted by all of the members and in compliance with any applicable requirements of the limited liability company agreement. The provisions of this subsection shall not be construed to limit the ability to impose restrictions on the rights of a member or manager to obtain information by any other means permitted under this section.

16.05.340 Remedies for Breach of Limited Liability Company Agreement by Member

A limited liability company agreement may provide that:

(a) A member who fails to perform in accordance with, or to comply with the terms and conditions of, the limited liability company agreement shall be subject to specified penalties or specified consequences; and

(b) At the time or upon the happening of events specified in the limited liability company agreement, a member shall be subject to specified penalties or specified consequences. Such specified penalties or specified consequences may include and take the form of any penalty or consequence set forth in Section 16.05.430(c) of this chapter.

Subchapter 4 Managers

16.05.350 Admission of Managers

A person may be named or designated as a manager of the limited liability company as provided in Section 16.05.020(j) of this chapter.

16.05.360 Management of Limited Liability Company

Unless otherwise provided in a limited liability company agreement, the management of a limited liability company shall be vested in its members in proportion to the then current percentage or other interest of members in the profits of the limited liability company owned by all of the members, the decision of members owning more than 50 percent of the said percentage or other interest in the profits controlling; provided however, that if a limited liability company agreement provides for the management, in whole or in part, of a limited liability company by a manager, the management of the limited liability company, to the extent so provided, shall be vested in the manager who shall be chosen in the manner provided in the limited liability company agreement. The manager shall also hold the offices and have the responsibilities accorded to the manager by or in the manner provided in a limited liability company agreement. Subject to Section 16.05.480 of this chapter, a manager shall cease to be a manager as provided in a limited liability company agreement. A limited liability company may have more than 1 manager. Unless otherwise provided in a limited liability company agreement, each member and manager has the authority to bind the limited liability company.

16.05.370 Contributions by a Manager

A manager of a limited liability company may make contributions to the limited liability company and share in the profits and losses of, and in distributions from, the limited liability company as a member. A person who is both a manager and a member has the rights and powers, and is subject to the restrictions and liabilities, of a manager and, except as provided in a limited liability company agreement, also has the rights and powers, and is subject to the restrictions and liabilities, of a member to the extent of the manager's participation in the limited liability company as a member.

16.05.380 Classes and Voting

(a) A limited liability company agreement may provide for classes or groups of managers having such relative rights, powers and duties as the limited liability company agreement may provide, and may make provision for the future creation in the manner provided in the limited liability company agreement of additional classes or groups of managers having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of managers. A limited liability company agreement may provide for the taking of an action, including the amendment of the limited liability company agreement, without the vote or approval of any manager or class or group of managers, including an action to create under the provisions of the limited liability company agreement a class or group of limited liability company interests that was not previously outstanding.

(b) A limited liability company agreement may grant to all or certain identified managers or a specified class or group of the managers the right to vote, separately or with all or any class or group of managers or members, on any matter. Voting by managers may be on a per capita, number, financial interest, class, group or any other basis.

(c) A limited liability company agreement may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any manager or class or group of managers, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.

(d) Unless otherwise provided in a limited liability company agreement, meetings of managers may be held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting. Unless otherwise provided in a limited liability company agreement, on any matter that is to be voted on, consented to or approved by managers, the managers may take such action without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all managers entitled to vote thereon were present and voted. Unless otherwise provided in a limited liability company agreement, on any matter that is to be voted on by managers, the managers may vote in person or by proxy, and such proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. Unless otherwise provided in a limited liability company agreement, a consent transmitted by electronic transmission by a manager or by a person or persons authorized to act for a manager shall be deemed to be written and signed for purposes of this subsection. For purposes of this subsection, the term "electronic transmission" means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process.

16.05.390 Remedies for Breach of Limited Liability Company Agreement by Manager

A limited liability company agreement may provide that:

(a) A manager who fails to perform in accordance with, or to comply with the terms and conditions of, the limited liability company agreement shall be subject to specified penalties or specified consequences; and

(b) At the time or upon the happening of events specified in the limited liability company agreement, a manager shall be subject to specified penalties or specified consequences.

16.05.400 Reliance on Reports and Information by Member or Manager

A member, manager or liquidating trustee of a limited liability company shall be fully protected in relying in good faith upon the records of the limited liability company and upon information, opinions, reports or statements presented by another manager, member or liquidating trustee, an officer or employee of the limited liability company, or committees of the limited liability company, members or managers, or by any other person as to matters the member, manager or liquidating trustees reasonably believes are within such other person's professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the limited liability company, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the limited liability company or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to members or creditors might properly be paid.

16.05.410 Delegation of Rights and Powers to Manage

Unless otherwise provided in the limited liability company agreement, a member or manager of a limited liability company has the power and authority to delegate to 1 or more other persons the member's or manager's, as the case may be, rights and powers to manage and control the business and affairs of the limited liability company, including to delegate to agents, officers and employees of a member or manager or the limited liability company, and to delegate by a management agreement or another agreement with, or otherwise to, other persons. Unless otherwise provided in the limited liability company agreement, such delegation by a member or manager of a limited liability company shall not cause the member or manager to cease to be a member or manager, as the case may be, of the limited liability company or cause the person to whom any such rights and powers have been delegated to be a member or manager, as the case may be, of the limited liability company.

Subchapter 5 Finance

16.05.420 Form of Contribution

The contribution of a member to a limited liability company may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

16.05.430 Liability for Contribution

(a) Except as provided in a limited liability company agreement, a member is obligated to a limited liability company to perform any promise to contribute cash or property or to perform services, even if the member is unable to perform because of death, disability or any other reason. If a member does not make the required contribution of property or services, the member is obligated at the option of the limited liability company to contribute cash equal to that portion of the agreed value (as stated in the records of the limited liability company) of the contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited liability company may have against such member under the limited liability company agreement or applicable law.

(b) Unless otherwise provided in a limited liability company agreement, the obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the members. Notwithstanding the compromise, a creditor of a limited liability company who extends credit, after the entering into of a limited liability company agreement or an amendment thereto which, in either case, reflects the obligation, and before the amendment thereof to reflect the compromise, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a member to make a contribution or return. A conditional obligation of a member to make a contribution or return money or other property to a limited liability company may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by such member. Conditional obligations include contributions payable upon a discretionary call of a limited liability company prior to the time the call occurs.

(c) A limited liability company agreement may provide that the interest of any member who fails to make any contribution that the member is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing or eliminating the defaulting member's proportionate interest in a limited liability company, subordinating the member's limited liability company interest to that of nondefaulting members, a forced sale of that limited liability company interest, forfeiture of the defaulting member's limited liability company interest, the lending by other members of the amount necessary to meet the defaulting member's commitment, a fixing of the value of the defaulting member's limited liability company interest by appraisal or by formula and redemption or sale of the limited liability company interest at such value, or other penalty or consequence.

16.05.440 Allocation of Profits and Losses

The profits and losses of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in a limited liability company agreement. If the limited liability company agreement does not so provide, profits and losses shall be allocated on the basis of the agreed value (as stated in the records of the limited liability company) of the contributions made by each member to the extent they have been received by the limited liability company and have not been returned.

16.05.450 Allocation of Distributions

Distributions of cash or other assets of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in a limited liability company agreement. If the limited liability company agreement does not so provide, distributions shall be made on the basis of the agreed value (as stated in the records of the limited liability company) of the contributions made by each member to the extent they have been received by the limited liability company and have not been returned.

16.05.460 Defense of Usury Not Available

No obligation of a member or manager of a limited liability company to the limited liability company arising under the limited liability company agreement or a separate agreement or writing, and no note, instrument or other writing evidencing any such obligation of a member or manager, shall be subject to the defense of usury, and no member or manager shall interpose the defense of usury with respect to any such obligation in any action.

Subchapter 6 Distributions and Resignation

16.05.470 Interim Distributions

Except as provided in this Subchapter, to the extent and at the times or upon the happening of the events specified in a limited liability company agreement, a member is entitled to receive from a limited liability company distributions before the member's resignation from the limited liability company and before the dissolution and winding up thereof.

16.05.480 Resignation of Manager

A manager may resign as a manager of a limited liability company at the time or upon the happening of events specified in a limited liability company agreement and in accordance with the limited liability company agreement. A limited liability company agreement may provide that a manager shall not have the right to resign as a manager of a limited liability company. Notwithstanding that a limited liability company agreement provides that a manager does not have the right to resign as a manager of a limited liability company, a manager may resign as a manager of a limited liability company at any time by giving written notice to the members and other managers. If the resignation of a manager violates a limited liability company agreement, in addition to any remedies otherwise available under applicable law, a limited liability company may recover from the resigning manager damages for breach of the limited liability company agreement and offset the damages against the amount otherwise distributable to the resigning manager.

16.05.490 Resignation of Member

A member may resign from a limited liability company only at the time or upon the happening of events specified in a limited liability company agreement and in accordance with the limited liability company agreement. Notwithstanding anything to the contrary under applicable law, unless a limited liability company agreement provides otherwise, a member may not resign from a limited liability company prior to the dissolution and winding up of the limited liability company. Notwithstanding anything to the contrary under applicable law, a limited liability company agreement may provide that a limited liability company interest may not be assigned prior to the dissolution and winding up of the limited liability company.

16.05.500 Distribution upon Resignation

Except as provided in this Subchapter, upon resignation any resigning member is entitled to receive any distribution to which such member is entitled under a limited liability company agreement and, if not otherwise provided in a limited liability company agreement, such member is entitled to receive, within a reasonable time after resignation, the fair value of such member's limited liability company interest as of the date of resignation based upon such member's right to share in distributions from the limited liability company.

16.05.510 Distribution in Kind

Except as provided in a limited liability company agreement, a member, regardless of the nature of the member's contribution, has no right to demand and receive any distribution from a limited liability company in any form other than cash. Except as provided in a limited liability company agreement, a member may not be compelled to accept a distribution of any asset in kind from a limited liability company to the extent that the percentage of the asset distributed exceeds a percentage of that asset which is equal to the percentage in which the member shares in distributions from the limited liability company. Except as provided in the limited liability company agreement, a member may be compelled to accept a distribution of any asset in kind from a limited liability company to the extent that the percentage of the asset distributed is equal to a percentage of that asset which is equal to the percentage in which the member shares in distributions from the limited liability company.

16.05.520 Right to Distribution

Subject to Section 16.05.530 and Section 16.05.620 of this chapter, and unless otherwise provided in a limited liability company agreement, at the time a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of a limited liability company with respect to the distribution. A limited liability company agreement may provide for the establishment of a record date with respect to allocations and distributions by a limited liability company.

16.05.530 Limitations on Distribution

(a) A limited liability company shall not make a distribution to a member to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability company, other than liabilities to members on account of their limited liability company interests and liabilities for which the recourse of creditors is limited to specified property of the limited liability company, exceed the fair value of the assets of the limited liability company, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the limited liability company only to the extent that the fair value of that property exceeds that liability. For purposes of this subsection (a), the term "distribution" shall not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business pursuant to a bona fide retirement plan or other benefits program.

(b) A member who receives a distribution in violation of subsection (a) of this section, and who knew at the time of the distribution that the distribution violated subsection (a) of this section, shall be liable to a limited liability company for the amount of the distribution. A member who receives a distribution in violation of subsection (a) of this section, and who did not know at the time of the distribution that the distribution violated subsection (a) of this section, shall not be liable for the amount of the distribution. Subject to subsection (c) of this section, this subsection shall not affect any obligation or liability of a member under an agreement or other applicable law for the amount of a distribution.

(c) Unless otherwise agreed, a member who receives a distribution from a limited liability company shall have no liability under this chapter or other applicable law for the amount of the distribution after the expiration of 3 years from the date of the distribution unless an action to recover the distribution from such member is commenced prior to the expiration of the said 3-year period and an adjudication of liability against such member is made in the said action.

Subchapter 7 Assignment of Limited Liability Company Interests

16.05.540 Nature of Limited Liability Company Interest

A limited liability company interest is personal property. A member has no interest in specific limited liability company property.

16.05.550 Assignment of Limited Liability Company Interest

(a) A limited liability company interest is assignable in whole or in part except as provided in a limited liability company agreement. The assignee of a member's limited liability company interest shall have no right to participate in the management of the business and affairs of a limited liability company except as provided in a limited liability company agreement and upon:

(1) The approval of all of the members of the limited liability company other than the member assigning the limited liability company interest; or

(2) Compliance with any procedure provided for in the limited liability company agreement.

(b) Unless otherwise provided in a limited liability company agreement:

(1) An assignment of a limited liability company interest does not entitle the assignee to become or to exercise any rights or powers of a member;

(2) An assignment of a limited liability company interest entitles the assignee to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled, to the extent assigned; and

(3) A member ceases to be a member and to have the power to exercise any rights or powers of a member upon assignment of all of the member's limited liability company interest. Unless otherwise provided in a limited liability company agreement, the pledge of, or granting of a security interest, lien or other encumbrance in or against, any or all of the limited liability company interest of a member shall not cause the member to cease to be a member or to have the power to exercise any rights or powers of a member.

(c) Unless otherwise provided in a limited liability company agreement, a member's interest in a limited liability company may be evidenced by a certificate of limited liability company interest issued by the limited liability company. A limited liability company agreement may provide for the assignment or transfer of any limited liability company interest represented by such a certificate and make other provisions with respect to such certificate

(d) Unless otherwise provided in a limited liability company agreement and except to the extent assumed by agreement, until an assignee of a limited liability company interest becomes a member, the assignee shall have no liability as a member solely as a result of the assignment.

(e) Unless otherwise provided in the limited liability company agreement, a limited liability company may acquire, by purchase, redemption or otherwise, any limited liability company interest or other interest of a member or manager in the limited liability company. Unless otherwise provided in the limited liability company agreement, any such interest so acquired by the limited liability company shall be deemed canceled.

16.05.560 Member's Limited Liability Company Interest Subject to Charging Order

(a) On application by a judgment creditor of a member or of a member's assignee, the Tribal Court may charge the limited liability company interest of the judgment debtor to satisfy the judgment. To the extent so charged, the judgment creditor has only the right to receive any distribution or distributions to which the judgment debtor would otherwise have been entitled in respect of such limited liability company interest.

(b) A charging order constitutes a lien on the judgment debtor's limited liability company interest.

(c) This chapter does not deprive a member or member's assignee of a right under exemption laws with respect to the judgment debtor's limited liability company interest.

(d) The entry of a charging order is the exclusive remedy by which a judgment creditor of a member or of a member's assignee may satisfy a judgment out of the judgment debtor's limited liability company interest.

(e) No creditor of a member or of a member's assignee shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the limited liability company.

(f) The Tribal Court shall have jurisdiction to hear and determine any matter relating to any such charging order.

16.05.570 Right of Assignee to Become Member

(a) An assignee of a limited liability company interest may become a member as provided in a limited liability company agreement and upon:

(1) The approval of all of the members of the limited liability company other than the member assigning limited liability company interest; or

(2) Compliance with any procedure provided for in the limited liability company agreement.

(b) An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under a limited liability company agreement and this chapter. Notwithstanding the foregoing, unless otherwise provided in a limited liability company agreement, an assignee who becomes a member is liable for the obligations of the assignor to make contributions as provided in Section 16.05.430 of this chapter, but shall not be liable for the obligations of the assignor under Subchapter 6 of this chapter. However, the assignee is not obligated for liabilities, including the obligations of the assignor to make contributions as provided in Section 16.05.430 of this chapter, unknown to the assignee at the time the assignee became a member and which could not be ascertained from a limited liability company agreement.

(c) Whether or not an assignee of a limited liability company interest becomes a member, the assignor is not released from liability to a limited liability company under Chapters V and VI of this chapter.

16.05.580 Powers of Estate of Deceased or Incompetent Member

If a member who is an individual dies or a Tribal Court or a state court of competent jurisdiction adjudges the member to be incompetent to manage the member's person or property, the member's personal representative may exercise all of the member's rights for the purpose of settling the member's estate or administering the member's property, including any power under a limited liability company agreement of an assignee to become a member. If a member is a corporation, trust or other entity and is dissolved or terminated, the powers of that member may be exercised by its personal representative.

Subchapter 8 Dissolution

16.05.590 Dissolution

(a) A limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following:

(1) At the time specified in a limited liability company agreement, but if no such time is set forth in the limited liability company agreement, then the limited liability company shall have a perpetual existence;

(2) Upon the happening of events specified in a limited liability company agreement;

(3) Unless otherwise provided in a limited liability company agreement, upon the affirmative vote or written consent of the members of the limited liability company or, if there is more than 1 class or group of members, then by each class or group of members, in either case, by members who own more than two-thirds of the then-current percentage or other interest in the profits of the limited liability company owned by all of the members or by the members in each class or group, as appropriate;

(4) At any time there are no members; provided, that the limited liability company is not dissolved and is not required to be wound up if:

(A) Unless otherwise provided in a limited liability company agreement, within 90 days or such other period as is provided for in the limited liability company agreement after the occurrence of the event that terminated the continued membership of the last remaining member, the personal representative of the last remaining member agrees in writing to continue the limited liability company and to the admission of the personal representative of such member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member; provided, that a limited liability company agreement may provide that the personal representative of the last remaining member shall be obligated to agree in writing to continue the limited liability company and to the admission of the personal representative of such member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member, or

(B) A member is admitted to the limited liability company in the manner provided for in the limited liability company agreement, effective as of the occurrence of the event that terminated the continued membership of the last remaining member, within 90 days or such other period as is provided for in the limited liability company agreement after the occurrence of the event that terminated the continued membership of the last remaining member, pursuant to a provision of the limited liability company agreement that specifically provides for the admission of a member to the limited liability company after there is no longer a remaining member of the limited liability company.

(5) The entry of a decree of judicial dissolution under Section 16.05.600 of this chapter

(b) Unless otherwise provided in a limited liability company agreement, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any member or the occurrence of any other event that terminates the continued membership of any member shall not cause the limited liability company to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the limited liability company shall be continued without dissolution.

16.05.600 Judicial Dissolution

On application by or for a member or manager the Tribal Court may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with a limited liability company agreement.

16.05.610 Winding up

(a) Unless otherwise provided in a limited liability company agreement, a manager who has not wrongfully dissolved a limited liability company or, if none, the members or a person approved by the members or, if there is more than 1 class or group of members, then by each class or group of members, in either case, by members who own more than 50 percent of the then current percentage or other interest in the profits of the limited liability company owned by all of the members or by the members in each class or group, as appropriate, may wind up the limited liability company's affairs; but the Tribal Court, upon cause shown, may wind up the limited liability company's affairs upon application of any member or manager, the member's or manager's personal representative or assignee, and in connection therewith, may appoint a liquidating trustee.

(b) Upon dissolution of a limited liability company and until the filing of a certificate of cancellation as provided in Section 16.05.150 of this chapter, the persons winding up the limited liability company's affairs may, in the name of, and for and on behalf of, the limited liability company, prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close the limited liability company's business, dispose of and convey the limited liability company's property, discharge or make reasonable provision for the limited liability company's liabilities, and distribute to the members any remaining assets of the limited liability company, all without affecting the liability of members and managers and without imposing liability on a liquidating trustee.

16.05.620 Distribution of Assets

(a) Upon the winding up of a limited liability company, the assets shall be distributed as follows:

(1) To creditors, including members and managers who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited liability company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to members and former members under Section 16.05.470 or Section 16.05.500 of this chapter;

(2) Unless otherwise provided in a limited liability company agreement, to members and former members in satisfaction of liabilities for distributions under Section 16.05.470 or Section 16.05.500 of this chapter; and

(3) Unless otherwise provided in a limited liability company agreement, to members first for the return of their contributions and second respecting their limited liability company interests, in the proportions in which the members share in distributions.

(b) A limited liability company which has dissolved:

(1) Shall pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional or unmatured contractual claims, known to the limited liability company;

(2) Shall make such provision as will be reasonably likely to be sufficient to provide compensation for any claim against the limited liability company which is the subject of a pending action, suit or proceeding to which the limited liability company is a party; and

(3) Shall make such provision as will be reasonably likely to be sufficient to provide compensation for claims that have not been made known to the limited liability company or that have not arisen but that, based on facts known to the limited liability company, are likely to arise or to become known to the limited liability company within 10 years after the date of dissolution.

If there are sufficient assets, such claims and obligations shall be paid in full and any such provision for payment made shall be made in full. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of assets available therefor. Unless otherwise provided in the limited liability company agreement, any remaining assets shall be distributed as provided in this chapter. Any liquidating trustee winding up a limited liability company's affairs who has complied with this section shall not be personally liable to the claimants of the dissolved limited liability company by reason of such person's actions in winding up the limited liability company.

(c) A member who receives a distribution in violation of subsection (a) of this section, and who knew at the time of the distribution that the distribution violated subsection (a) of this section, shall be liable to the limited liability company for the amount of the distribution. For purposes of the immediately preceding sentence, the term "distribution" shall not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business pursuant to a bona fide retirement plan or other benefits program. A member who receives a distribution in violation of subsection (a) of this section, and who did not know at the time of the distribution that the distribution violated subsection (a) of this section, shall not be liable for the amount of the distribution. Subject to subsection (d) of this section, this subsection shall not affect any obligation or liability of a member under an agreement or other applicable law for the amount of a distribution.

(d) Unless otherwise agreed, a member who receives a distribution from a limited liability company to which this section applies shall have no liability under this chapter or other applicable law for the amount of the distribution after the expiration of 3 years from the date of the distribution unless an action to recover the distribution from such member is commenced prior to the expiration of the said 3-year period and an adjudication of liability against such member is made in the said action.

(e) Section 16.05.530 of this chapter shall not apply to a distribution to which this section applies.

16.05.630 Trustees or Receivers for Limited Liability Companies; Appointment; Powers; Duties

When the certificate of formation of any limited liability company formed under this chapter shall be canceled by the filing of a certificate of cancellation pursuant to Section 16.05.150 of this chapter, the Tribal Court, on application of any creditor, member or manager of the limited liability company, or any other person who shows good cause therefor, at any time, may either appoint 1 or more of the managers of the limited liability company to be trustees, or appoint 1 or more persons to be receivers, of and for the limited liability company, to take charge of the limited liability company's property, and to collect the debts and property due and belonging to the limited liability company, with the power to prosecute and defend, in the name of the limited liability company, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by the limited liability company, if in being, that may be necessary for the final settlement of the unfinished business of the limited liability company. The powers of the trustees or receivers may be continued as long as the Tribal Court shall think necessary for the purposes aforesaid.

16.05.640 Revocation of Dissolution

Notwithstanding the occurrence of an event set forth in Section 16.05.590(a)(1), Section 16.05.590(a)(2), Section 16.05.590(a)(3) or Section 16.05.590(a)(4) of this chapter, the limited liability company shall not be dissolved and its affairs shall not be wound up if, prior to the filing of a certificate of cancellation in the office of the Secretary, the limited liability company is continued, effective as of the occurrence of such event, pursuant to the affirmative vote or written consent of all remaining members of the limited liability company or the personal representative of the last remaining member of the limited liability company if there is no remaining member (and any other person whose approval is required under the limited liability company agreement to revoke a dissolution pursuant to this section); provided, however, if the dissolution was caused by a vote or written consent, the dissolution shall not be revoked unless each member and other person (or their respective personal representatives) who voted in favor of, or consented to, the dissolution has voted or consented in writing to continue the limited liability company. If there is no remaining member of the limited liability company and the personal representative of the last remaining member votes in favor of or consents to the continuation of the limited liability company, such personal representative shall be required to agree in writing to the admission of the personal representative of such member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member.

Subchapter 9 Foreign Limited Liability Companies

[RESERVED]

Subchapter 10 Derivative Actions

16.05.650 Right to Bring Action

Subject to Section 16.05.310(c) of this chapter, a member or an assignee of a limited liability company interest may bring an action in the Tribal Court in the right of a limited liability company to recover a judgment in its favor if managers or members with authority to do so have refused to bring the action or if an effort to cause those managers or members to bring the action is not likely to succeed.

16.05.660 Proper Plaintiff

In a derivative action, the plaintiff must be a member or an assignee of a limited liability company interest at the time of bringing the action and:

(a) At the time of the transaction of which the plaintiff complains; or

(b) The plaintiff's status as a member or an assignee of a limited liability company interest had devolved upon the plaintiff by operation of law or pursuant to the terms of a limited liability company agreement from a person who was a member or an assignee of a limited liability company interest at the time of the transaction.

16.05.670 Complaint

In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by a manager or member or the reasons for not making the effort.

16.05.680 Expenses

If a derivative action is successful, in whole or in part, as a result of a judgment, compromise or settlement of any such action, the Tribal Court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from any recovery in any such action or from a limited liability company.

Subchapter 11 Miscellaneous

16.05.690 Construction and Application of Ordinance and Limited Liability Company Agreement

(a) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.

(b) 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.

(c) 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.

(d) 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.

(e) 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.

(f) 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.

16.05.700 Title

This chapter may be cited as the "St. Regis Mohawk Limited Liability Company Ordinance."

16.05.710 Severability

If any provision of this chapter or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of the Ordinance which can be given effect without the invalid provision or application, and to this end, the provisions of this chapter are severable.

16.05.720 Cases Not Provided for in this chapter and Persuasive Authority

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 in effect on January 1, 2006, and the judicial construction of such law shall also constitute persuasive authority in the interpretation and application of this chapter by the Tribal Court.

16.05.730 Fees

(a) 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:

(1) Upon the receipt for filing of an application for reservation of name, an application for renewal of reservation or a notice of transfer or cancellation of reservation pursuant to Section 16.05.040(b) of this chapter, a fee in the amount of $75.

(2) Upon the receipt for filing of a certificate under Section 16.05.050(b) of this chapter, a fee in the amount of $50, upon the receipt for filing of a certificate under Section 16.05.050(c) of this chapter, a fee in the amount of $50 and a further fee of $2 for each limited liability company affected by such certificate, and upon the receipt for filing of a certificate under Section 16.05.050(d) of this chapter, a fee in the amount of $2.50.

(3) Upon the receipt for filing of a certificate of limited liability company domestication under Section 16.05.130 of this chapter, a certificate of transfer or a certificate of transfer and continuance under Section 16.05.250 of this chapter, a certificate of conversion to limited liability company under Section 16.05.260 of this chapter, a certificate of formation under Section 16.05.130 of this chapter, a fee in the amount of $70; and upon the receipt for filing of a certificate of amendment under Section 16.05.140 of this chapter, a certificate of cancellation under Section 16.05.150 of this chapter, a certificate of merger or consolidation under Section 16.05.210 of this chapter, a restated certificate of formation under Section 16.05.200 of this chapter, a certificate of amendment of a certificate with a future effective date or time under Section 16.05.180(c) of this chapter, a certificate of termination of a certificate with a future effective date or time under Section 16.05.180(c) of this chapter, or a certificate of correction under Section 16.05.230 of this chapter, or a certificate of revival under Section 16.05.770 of this chapter, a fee in the amount of $80.

(4) For certifying copies of any paper on file as provided for by this chapter, a fee in the amount of $30 for each copy certified.

(5) 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 shall be paid for the 1st page and $2 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 shall be paid therefor.

(6) [RESERVED].

(7) [RESERVED].

(8) For preclearance of any document for filing, a fee in the amount of $250.

(9) For preparing and providing a written report of a record search, a fee in the amount of $30.

(10) 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 paragraph (4) of this subsection, a fee in the amount of $30, 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 $125 shall be paid for each such certificate.

(11) 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 $50.

(12) The Secretary may in his or her discretion charge a fee of $60 for each check received for payment of any fee that is returned due to insufficient funds or the result of a stop payment order.

(b) In addition to those fees charged under subsection (a) of this section, there shall be collected by and paid to the Secretary the following:

(1) For all services described in subsection (a) of this section that are requested to be completed within 2 hours on the same day as the day of the request, an additional sum of up to $500;

(2) For all services described in subsection (a) 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 $200; and

(3) For all services described in subsection (a) 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 $100.

The Secretary shall establish (and may from time to time amend) a schedule of specific fees payable pursuant to this subsection.

(c) 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.

(d) 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, 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 Tribe moneys to the credit of the Secretary and shall be disbursable on order of the Secretary.

16.05.740 Reserved Power of the Tribe to Alter or Repeal Ordinance

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.

16.05.750 [Reserved]

16.05.760 [Reserved]

16.05.770 Revival of Domestic Limited Liability Company

(a) A domestic limited liability company whose certificate of formation has been canceled pursuant to Section 16.05.050(d) of this chapter may be revived by filing in the office of the Secretary a certificate of revival accompanied by the payment of the fee required by Section 16.05.730(a)(3) of this chapter. The certificate of revival shall set forth:

(1) 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;

(2) The date of filing of the original certificate of formation of the limited liability company;

(3) 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;

(4) A statement that the certificate of revival is filed by 1 or more persons authorized to execute and file the certificate of revival to revive the limited liability company; and

(5) Any other matters the persons executing the certificate of revival determine to include therein.

(b) 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 Section 16.05.140 of this chapter with respect to the matters set forth in the certificate of revival.

(c) 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 Section 16.05.050(d) of this chapter. 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 Section 16.05.050(d) of this chapter, 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 Section 16.05.050(d) of this chapter or which were acquired by the limited liability company following the cancellation of its certificate of formation pursuant to Section 16.05.050(d) or of this chapter, 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 Section 16.05.050(d) of this chapter. 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.