LLC.1.1.050 Definitions

Terms used in this Code have the following meaning:

(a) "Articles of Organization" means the articles filed under Section LLC.1.2.010 and those articles as amended or restated.

(b) "Corporation" means a domestic corporation for profit organized under the law of the Tribe or a foreign corporation formed under the laws of any other jurisdiction.

(c) "Distribution" means a direct or indirect transfer by a limited liability company of money or other property to or for the benefit of its Owners in respect of their interests.

(d) "Entity" includes an individual, a general partnership, limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation or any other legal or commercial entity.

(e) "Foreign" refers to limited liability companies, corporations and limited partnerships organized under the laws of a jurisdiction other than the Tribe.

(f) "Limited Liability Company" or "Domestic Limited Liability Company" means an organization formed under this Code, except as provided for in Section 801(1).

(g) "Limited Liability Company Interest" or "Interest in the Limited Liability Company" or "Owner's Interest" means an Owner's rights in the limited liability company, including rights to distributions, profits and losses, and to participate in management, as specified in the Operating Agreement.

(h) "LLC" means a limited liability company.

(i) "Majority in Interest" means an Owner or Owners holding more than fifty percent (50%) of the total voting interests in the limited liability company excluding any interest which is not to be counted as voting on a matter as described elsewhere in this Code.

(j) "Manager" or "Managers" means the person(s) or entity(ies) designated to manage the LLC pursuant to the Articles of Organization and Operating Agreement.

(k) "Office of the Secretary/Treasurer" means the Office of the Secretary-Treasurer of the Tribal Governing Board as provided by the Tribal Constitution.

(l) "Operating Agreement" means an agreement in writing among all of the Owners as to the conduct of the business of a limited liability company and its relationships with its Owners.

(m) "Organizer(s)" means the person(s) or entity(ies) which signs and delivers the Articles of Organization for filing to the Office of the Secretary/Treasurer.

(n) "Owner" "Member" means a Person that is a member of a limited liability company or has ownership interest in a limited liability company. The term does not include a person that has dissociated as a member under Section 307.

(o) "Person" includes a natural person, Tribal Entity and an organization such as a general partnership, limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, or a corporation.

(p) "Reservation" means all lands under the jurisdiction of the Tribe, including all lands within the exterior boundaries of the Tribe's Reservation, individual tribal owner allotments, whether located on or off the Reservation, and all lands held in trust by the United States of America for the benefit of the Tribe.

(q) "State" includes a state, territory, or possession of the United States and the District of Columbia.

(r) "Tribal Entity" includes the Tribe, the Tribal Governing Board, a general partnership, limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation, a program, a department, an administrative agency or any other legal, commercial or governmental entity of the Tribe.

(s) "Tribal Governing Board" means the Tribal Governing Board as established by the Amended Tribal Constitution, adopted and revised in November 1966 as the governing body of the Tribe.

(t) "Tribal Constitution" means the Amended Tribal Constitution and Bylaws of the Lac Courte Oreilles Band of Lake Superior Chippewa Indians.

(u) "Tribal Corporation" means a corporation wholly-owned by the Tribe and duly formed pursuant to the Tribe's Business Corporation Code.

(v) "Tribal Court" means the Lac Courte Oreilles Tribal Court.

(w) "Tribally-owned LLC" means a limited liability company wholly-owned by the Tribe with the Tribe as its sole Owner.

(x) "Tribe" means the Lac Courte Oreilles Band of Lake Superior Chippewa Indians.

(y) "Trust Land" means land held in trust by the United States for the benefit of the Tribe or its Owners.