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In addition to the definitions provided in STC 1.04.040, the definitions below apply throughout this chapter:

Articles of organization” means the original documents filed to organize a limited liability company, as amended or restated by certificates of correction, amendment, or merger, by restated articles, or by other instruments filed or issued under any statute.

Constituent” means a party to a plan of merger, including the survivor.

Contribution” means anything of value that a person contributes to the limited liability company as a prerequisite for, or in connection with, membership, including cash, property, services performed, or a promissory note or other binding obligation to contribute cash or property, or to perform services.

Corporation,” consistent with the definition contained in STC Chapter 6.20, means a corporation for profit organized under subchapter B of the Corporations Code.

Council” means the Samish Indian Nation Tribal Council.

Distribution” means a direct or indirect transfer of money or other property or the incurrence of indebtedness by a limited liability company to or for the benefit of its members or assignees of its members in respect of the members’ membership interests.

Electronic transmission” or “electronically transmitted” means any form of communication that meets all of the following:

(a) It does not directly involve the physical transmission of paper.

(b) It creates a record that may be retained and retrieved by the recipient.

(c) It may be directly reproduced in paper form by the recipient through an automated process.

Finance Department” means Samish’s Chief Financial Officer and subordinate positions.

Legal Department” means the Legal Department of the Samish Indian Nation.

Limited liability company” or “company” means an entity that is an unincorporated membership organization formed under this chapter.

Majority in interest” means a majority of votes as allocated by an operating agreement, or by the statute in the absence of an allocation by operating agreement, and held by members entitled to vote on a matter submitted for a vote by members.

Manager” or “managers” means a person or persons designated to manage the limited liability company pursuant to a provision in the articles of organization stating that the business is to be managed by or under the authority of managers.

Member” or “owner” means a person that is a member of a limited liability company or has ownership interest in a limited liability company.

Natural Resources” means the Samish Department of Natural Resources, its Senior Director, or their designee.

Operating agreement” means a written agreement by the member of a limited liability company that has one member, or between all of the members of a limited liability company that has more than one member, pertaining to the affairs of the limited liability company and the conduct of its business. The term includes any provision of the articles of organization pertaining to the affairs of the limited liability company and the conduct of its business.

Organizer(s)” means the person(s) or entity(ies) which signs and delivers the Articles of Organization for filing to the Legal Department.

Person” means an individual, partnership, limited liability company, trust, custodian, estate, association, corporation, governmental entity, or any other legal entity.

Samish Indian Country” means any land held by the Tribe whether in fee or in trust.

Surviving company,” “surviving entity,” or “survivor” means the constituent that survives a merger, as identified in the certificate of merger.

Tribe” mean the Samish Indian Nation.

Tribal corporation” means a corporation incorporated under the Tribe’s Corporations Code, STC Chapter 6.20.

Tribal Council” means the Tribal Council of the Samish Indian Nation.

Tribal Court” means the Tribal Court of the Samish Indian Nation.

Tribal entity” includes the Tribe, the Tribal Council, a general partnership, limited partnership, a 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. [Res. 2023-10-019 § 1, 2023.]