(1) The Tribe shall form or become an owner of a tribally owned limited liability company formed under this chapter only upon approval of such action by the Tribal Council.

(2) If the Tribe or a tribal entity is an owner of a limited liability company formed under this chapter, any action which the Tribe is required or permitted to take with respect to any vote, approval, consent, appointment, direction, or other matter shall be taken in accordance with the Tribal Council’s procedures and resolutions or, as to actions related to the managers of a manager-managed limited liability company, as stated in the limited liability company’s operating agreement approved by the Tribal Council.

(3) If the Tribe is the sole owner of a limited liability company formed under this chapter, such tribally owned limited liability company shall possess all of the privileges and immunities of the Tribe, including the Tribe’s sovereign immunity from suit except to the extent otherwise provided in its operating agreement.

(4) If the Tribe or a tribal entity is an owner with a majority in interest in a limited liability company formed under this chapter, such limited liability company may possess the privileges and immunities of the Tribe, including sovereign immunity from suit to the extent allowed by Federal law, this code or the limited liability company’s operating agreement.

(5) In no event shall any manager not an owner of a limited liability company in which the Tribe is an owner bind the Tribe in any manner; provided, that the Tribe’s interest as an owner may be bound by manager or owner actions as stated in this chapter and the operating agreement of the limited liability company.

(6) Nothing contained in this chapter shall be construed as creating any liability or waiving of sovereign immunity of the Tribe in any manner. In no event shall any action taken by the Tribe as owner concerning the exercise of any right or privilege or discharge of any duty with respect to an interest in a limited liability company be construed as a waiver of immunity or creation of a liability on the part of the Tribe separate and apart from its interests as an owner of the limited liability company.

(7) For all tribally owned limited liability companies, the additional provisions of Article IX of this chapter shall apply. [Res. 2023-10-019 § 1, 2023.]