MARCH __, 2025 SPECIAL SESSION
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MARCH __, 2025 SPECIAL SESSION
CROW TRIBAL LEGISLATURE
JOINT ACTION RESOLUTION NO. JAR 25-__
INTRODUCED BY FRANK WHITECLAY, CHAIRMAN
CROW TRIBAL EXECUTIVE BRANCH
JOINT ACTION RESOLUTION OF THE CROW TRIBAL LEGISLATURE AND THE CROW
TRIBAL EXECUTIVE BRANCH ENTITLED:
“FINAL APPROVAL OF THE CERTIFICATES OF ORGANIZATION AND ARTICLES
OF OPERATION OF MEDICINE ROCK HOLDINGS, LLC, ARROWHEAD
MOUNTAIN SERVICES, LLC AND LOST CREEK LENDING, LLC”
WHEREAS, under Article V, Section 2(a) of the Constitution, the Legislative Branch has
the power and the duty to promulgate and adopt laws, resolutions, ordinances, codes, regulations,
and guidelines in accordance with the Constitution and federal laws for the governance of the Crow
Tribe, providing for the manner of sale disposition, lease, or encumbrance of Tribal assets and
providing for the licensing of members and non-members for various purposes; and
WHEREAS, under Article V, Section 2(c) of the Constitution, the Legislative Branch has
the power and the duty to adopt legislation chartering instrumentalities of the Crow Tribe for the
purposes of economic development, housing, education, or other purposes not inconsistent with
the Constitution; and
WHEREAS, under Article V, Section 2(f) of the Constitution, the Legislative Branch has
the power and the duty to "grant final approval or disapproval of limited waivers of sovereign
immunity by the Executive Branch when waivers are necessary for business purposes provided
that a process for such approval or disapproval may be established by legislation"; and
WHEREAS, the Legislature has enacted, and the Chairman of the Executive Branch has
approved the Apsaalooke Limited Liability Company Act, CLB07-06, in order to promote
economic development for the Crow Tribe and its members, to raise the standard of living and
education for all Tribal members, and to obtain the highest value possible for the Tribe's land and
natural resources, which authorizes the formation of Tribally-owned LLCs, under Tribal law, for
managing the Tribe's business activities separate from the affairs of Tribal Government, with the
ability to enter into legally-binding contracts and commercial relationships without the need for
Tribal Government action; and
WHEREAS, opportunities exist to create, manage and operate the Tribe's consumer
lending, health coding and billing, propane delivery and service, and other for-profit business-
March __, 2025 Special Session
JAR Approving Articles of Medicine Rock Holdings, LLC, Arrowhead Mountain Services, LLC, and Lost Creek
Lending, LLC
Page 1 of 3
related opportunities, providing economic development within the Crow Indian Reservation, and
creating employment opportunities for Tribal citizens;
WHEREAS, in order to obtain the highest value for the Tribe's financing and business
management opportunities, it is necessary and desirable that the Tribe form and operate multiple
limited liability companies (including wholly-owned subsidiaries) and other tribally-owned
entities that will contract and work with outside entities for the purposes of developing the Crow
Tribe's financial and business management opportunities, and conducting other business activities
in the best interests of the Crow Tribe;
NOW THEREFORE, BE IT RESOLVED BY THE LEGISLATURE AND THE
EXECUTIVE BRANCH OF THE CROW TRIBE, THAT:
Section 1. The Certificates of Organization and the Articles of Operation of Medicine Rock
Holdings, LLC (the "Parent Company") and its Subsidiaries, Arrowhead Mountain
Services, LLC, Lost Creek Lending, LLC, attached hereto and incorporated herein by
reference, are hereby approved.
Section 2. The Parent Company and its Subsidiaries are vested with all the powers, duties,
and privileges conferred on such limited liability companies by the Apsaalooke Limited
Liability Company Act, including the authority to grant limited waivers of their sovereign
immunity in accordance with the Act and their Articles of Operation.
Section 3. The Organizer is authorized to file the Parent Company’s and Subsidiaries’
Certificates of Organization and Articles of Operation with the Office of the Secretary of
the Executive Branch, and thereafter to organize and conduct such business as is authorized
under the Act and the Articles of Operation.
Section 4. This Resolution shall be effective immediately upon its enactment and approval
by the Chairman of the Executive Branch.
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March __, 2025 Special Session
JAR Approving Articles of Medicine Rock Holdings, LLC, Arrowhead Mountain Services, LLC, and Lost Creek
Lending, LLC
Page 2 of 3
CERTIFICATION
I hereby certify that this Joint Action Resolution granting “FINAL APPROVAL OF THE
CERTIFICATES OF ORGANIZATION AND ARTICLES OF OPERATION OF
MEDICINE ROCK HOLDINGS, LLC, ARROWHEAD MOUNTAIN SERVICES, LLC
AND LOST CREEK LENDING, LLC” was duly approved in a Special Session by the Crow
Tribal Legislature with a vote of ____ in favor, ____ opposed, and ___ abstained and that a quorum
was present on this ____ day of February 2025.
______________________________
Senator Dean Don’t Mix,
Speaker of the House
Crow Tribal Legislature
ATTEST:
___________________________
Senator Charla Takes Enemy,
Secretary of the House
Crow Tribal Legislature
EXECUTIVE ACTION
I hereby
________ approve,
________ veto
this Joint Action Resolution granting “FINAL APPROVAL OF THE CERTIFICATES OF
ORGANIZATION AND ARTICLES OF OPERATION OF MEDICINE ROCK
HOLDINGS, LLC, ARROWHEAD MOUNTAIN SERVICES, LLC AND LOST CREEK
LENDING, LLC” pursuant to the authority vested in the Chairman of the Crow Tribe by Article
V, Section 8 and Article IV, Section 3(k) of the Constitution and Bylaws of the Crow Tribe of
Indians on this ____ day of March 2025.
_____________________________
Frank White Clay, Chairman
Executive Branch
Crow Tribe of Indians
March __, 2025 Special Session
JAR Approving Articles of Medicine Rock Holdings, LLC, Arrowhead Mountain Services, LLC, and Lost Creek
Lending, LLC
Page 3 of 3
ARTICLES OF OPERATION
OF
MEDICINE ROCK HOLDINGS, LLC
A CROW TRIBE
LIMITED LIABILITY COMPANY
APRIL __, 2025
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These Articles of Operation (“Agreement”) are effective upon approval by the Parties. The
Parties to this Agreement are the CROW TRIBE, the sole member of MEDICINE ROCK
HOLDINGS, LLC (“MRH”), a Crow Tribe Limited Liability Company.
ARTICLE 1
The following terms used in this Agreement shall have the following meanings (unless
otherwise expressly provided herein);
1.1
“Articles of Organization” shall mean the Articles of Organization of the Company
as filed with the Crow Tribe Secretary, as may be amended from time-to-time.
1.2
“Business” shall mean any and all activities to support Tribal economic
development organized by MRH, and such other business activities as may be hereafter agreed
upon by the Member and Manager.
1.3
“Capital Contribution” shall mean any contribution to the capital of the Company
in cash or property by the Member whenever made. “Initial Capital Contribution” shall mean the
initial contribution of the Member to the Capital of the Company pursuant to this Agreement.
“Additional Capital Contribution” shall include all Capital Contributions to the Company not
including any other Person or Entity’s Initial Capital Contribution.
1.4
“Code” means the Apsaalooke Limited Liability Company Act, as amended from
time to time, and any successor code adopted by the Crow Tribe.
1.5
“Company” shall mean MEDICINE ROCK HOLDINGS, LLC.
1.6
“Distributable Cash” shall mean all cash, revenues, and funds received by the
Company, less all operating expenses and other amounts required to be paid or set aside by the
Company.
1.7
“Manager” shall mean the Board authorized by the Parties to act as Manager for
the Company.
1.8
“Member” shall mean the CROW TRIBE.
1.9
“Membership Interest” shall mean the Member’s entire interest in the Company
including the Units the Member owns, the economic interest associated with such Units, the right
to vote associated with such Units, and such other rights and privileges the Member enjoys by
being a Member.
1.10 “Notice” shall mean written notice, actually or deemed given pursuant to
Section 11.5 or Section 11.6.
1.11
“Party” shall mean the Member and MRH.
1.12
“Percentage Economic Interest” shall mean one hundred percent (100%).
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1.13
“Percentage Membership Interest” shall mean one hundred percent (100%).
1.14 “Person” shall mean the Member, any individual or entity, and the heirs, executors,
administrators, legal representatives, successors, and assigns of such “Person” where the context
so permits.
1.15 “Units” shall be the measure by which each holder’s Percentage Economic Interest
and Percentage Membership Interest is determined.
1.16 “Vote” includes not only casting a vote at a meeting but also the receipt of sufficient
written consents (by facsimile, electronic mail, courier, or otherwise) to adopt a measure if
presented at a meeting.
ARTICLE 2
FORMATION OF COMPANY
2.1
Formation. The CROW TRIBE, as its sole member, organized the Company,
by delivering Articles of Organization to the Secretary of the Crow Tribe Executive Branch
pursuant to the requirements of the Code.
2.2
Name. The name of the Company is MEDICINE ROCK HOLDINGS, LLC.
2.3
Principal Place of Business. The principal place of Business of the Company is
306 Makpua Avenue; Pryor, MT 59066. The Company may locate its headquarters, location of
business, and registered office at any other place or places as deemed advisable by the Parties.
2.4
Term. The term of the Company shall be perpetual, unless the Company is earlier
dissolved in accordance with the provisions of the Articles of Organization, this Agreement, or the
Code.
ARTICLE 3
BUSINESS OF THE COMPANY
The Company is authorized:
(a)
To accomplish any lawful business whatsoever or which shall at any time appear
conducive to or expedient for the protection or benefit of the Company, including but not limited
to, the Company’s Business and assets;
(b)
To exercise all other powers necessary to or reasonably connected with the
Company’s Business which may be legally exercised by limited liability companies pursuant to
the Code; and
(c)
To engage in all activities necessary, customary, convenient, or incident to any of
the foregoing. The Company is authorized to represent its interests and those of its subsidiaries,
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but all other interests are expressly reserved to the Crow Tribe Executive Branch and Crow Tribe
Legislature.
ARTICLE 4
NAME AND ADDRESS OF THE MEMBER
The name of the Member is the CROW TRIBE. The Member’s address is P.O. Box 159, 43 Heritage
Lane, Crow Agency, Montana 59022. Member(s) may be modified in the future.
ARTICLE 5
RIGHTS AND DUTIES OF MANAGER
5.1
Management. The daily Business and affairs of the Company shall be managed
exclusively by the Board as the Manager. The Manager shall have full and complete authority,
power and discretion to manage and control the daily business, affairs and properties of the
Company, to make all decisions regarding those matters and to perform any and all other acts or
activities customary or incident to the daily management of the Company’s business. The Manager
is authorized to execute and deliver, for and on behalf of the Company, such agreements or
instruments as the Manager may deem necessary or desirable, all on such terms and conditions as
it may deem necessary or desirable, and the execution of such agreements, instruments, contracts
or other documents by the Manager shall be sufficient to bind the Company. The Manager shall
act in all respects in a commercially reasonable manner and in the best interests of the Crow Tribe’s
interests in: (a) maximizing the Company’s government revenue generation as an arm of the Crow
Tribe and (b) creating sustainable good-paying jobs for the Crow Tribe, in conducting its duties as
Manager, including but not limited to its exercises in setting salaries, community donation policies,
and interacting with federal, state or other governmental officials on behalf of the Company and
its subsidiaries; provided that:
(a)
Setting of salaries, making community donations, and taking any other action of
the Manager that would impact the amount of revenue generated for distribution to the Member,
must be completed pursuant to the Manager’s internal policies that have been approved by the
Crow Tribe Legislative Branch, pursuant to a duly enacted Legislative Resolution;
(b)
The Crow Tribe must approve the creation of all subsidiary companies by Joint
Action Resolution, pursuant to the Crow Tribal Constitution and Bylaws, and applicable Tribal
laws, rules and regulations; and
(c)
The Manager shall not act as the Crow Tribe’s representative in any matter other
than online lending, including State and Federal legislative matters, unless temporarily delegated
such authority in a written instrument, that defines the scope and term of such delegated
authority, and is signed by the Chairman of the Executive Branch.
5.2
Number, Tenure and Qualifications.
(a)
The Company shall have one Manager, the Board. The Board shall consist of six
(6) voting members who are citizens of the Crow Tribe, one chosen from each District of the Crow
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Reservation and one non-voting advisor with relevant industry experience (for example, in law,
business, finance, banking) to assist the Board in carrying out the business of the Company, and
such non-voting advisor may be, but is not required to be, a citizen of the Crow Tribe. If the
Chairman of the Executive Branch fails to recommend a Board appointee within ninety (90)
calendar days of a vacancy, the Representatives from each District shall appoint a District
representative to serve as a member of the herein established Board from each District, subject to
confirmation by the full Legislature. Because there is an even number of Board members, any tie
vote of the Board shall result in no action.
(b)
The Board members shall serve three-year terms, and may serve continuously
subject to renomination by the Chairman and approval by the Legislature every three years. Any
Board member must be able to pass relevant industry background check standards (including no
financial crimes, no felonies, and no civil liability debt-related judgments or litigation) and possess
relevant business and professional experience. The initial Board members’ terms shall be
staggered to ensure continuity on the Board as set forth in Paragraph 5(2)(c) below.
(c)
The initial Board members and initial terms are:
(1)
Big Horn – Karen Yarlott (3-Year Term)
(2)
Valley of the Chiefs – Holly Oldcrow (3-Year Term)
(3)
Arrow Creek – Jolene Killsprettyenemy (2-Year Term)
(4)
Black Lodge –Brenda Prettypaint (2-Year Term)
(5)
Reno – Hamley Realbird (1-Year Term)
(6)
Mighty Few –Cynthia Pretty On Top (1-Year Term)
The Board shall also include an At Large Advisor– Terry Brockie
(Aaniiih) (3-Year Term), who shall be a non-voting advisor
(d)
Board Members shall serve until a replacement is approved for his or her seat,
even if his or her term has expired. This ensures continuity and stability of the Company. The
Board shall select Chairperson every year after new board members are appointed, confirmed,
and seated.
(e)
After the initial appointments certified herein, all vacancies shall be filled in the
same manner as identified in the preceding paragraph (b). All nominees shall have the
qualifications set forth in Paragraph 5(2)(b) above. Sixty days prior to the conclusion of any Board
member’s term, the Board may recommend to the Executive Branch that the Board member
continue in that role for another term, or provide suggestions for replacement board members, but
the authority to make the final selection of a nominee shall be reserved to the Chairman, subject
to final confirmation by the Legislature.
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(f)
A Board member may be removed by a majority vote of the Board for: (1)
misconduct in office; (2) development of a legal, ethical or economic conflict of interest, or (3)
unexcused absences for regular Board meetings for three consecutive regular Board meetings.
(g)
The Board may adopt its own Bylaws in its discretion. The Board is empowered
to waive the sovereign immunity of the Company and any entity the Company owns or manages
in a form substantially similar to that approved by the legislature in 2025. The Board is not
empowered to waive the sovereign immunity of the Crow Tribe or any other Crow Tribe entity
other than the Company and any subsidiary entity of the Company. The Board may adopt such
policies as the Board believes benefit the Company; provided that any new or amended bylaw,
rule, or policy establishing compensation for board members must be approved by the Crow Tribe,
pursuant to a duly enacted Joint Action Resolution.
(h)
The initial executives of the Company are:
(1)
Isaiah Hugs, Chief Executive Officer
(2)
Kimberly Beth Iron, Chief Financial Officer
(i)
Any action that may be taken by the Manger at a meeting may be taken without a
meeting if such action is approved in writing by the Manager. Records of all actions taken without
a meeting, including the written consents, shall be maintained by the Manager.
5.3
Indemnity of the Manager, Officers, Employees and Other Agents.
(a)
The Company shall indemnify the Manager and make advances for expenses to the
maximum extent permitted under Code. The Company shall indemnify its officers, employees
and other agents who are not the Manager and make advances for expenses to the maximum extent
permitted under Code and as approved by the Manager.
(b)
The Company shall indemnify the Manager, and if approved by the Manager, the
officers, employees, or agents of the Company, for and hold them harmless from any liability,
whether civil or criminal, and any loss, damage, or expense, including reasonable attorneys’ fees,
incurred in connection with the ordinary and proper conduct of the Business and the preservation
of the Business and the Company’s property, or by reason of the fact that such Person is or was a
Manager, officer, employee, or agent; provided, the Person to be indemnified acted in good faith
and in a manner such Person believed to be consistent with the provisions of this Agreement and
in the best interests of the Company, and that with respect to any criminal action or proceeding,
the Person to be indemnified had no reasonable cause to believe the conduct was unlawful.
(c)
The termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of no contest or its equivalent shall not create a presumption that
indemnification is not available hereunder. The Company’s obligation to indemnify the Manager,
officer, employee, or agent hereunder shall be satisfied out of the Company’s assets only, and if
the Company’s assets are insufficient to satisfy its obligation to indemnify the Manager, such
Person shall not be entitled to contribution from any Member.
No amendment of this provision for indemnification or advancement of expenses shall
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have the effect of limiting the rights of any person previously serving as a Manager, officer or
employee or agent of the Company to indemnification or advancement of expenses pursuant to
this section.
ARTICLE 6
RIGHTS AND OBLIGATIONS OF MEMBERS AND ASSIGNEES
6.1
Limitation of Liability. The Member’s liability shall be limited to the maximum
extent possible as set forth in these Articles of Operation, the Code and other applicable law.
6.2
Company Debt Liability. The Member will not be personally liable for any debts
or losses of the Company beyond its Capital Contributions and any obligation of the Member under
Section 7.1 or 7.2 to make Capital Contributions. The Company has no authority to bind any assets
of the Member outside the Company or the Company’s subsidiaries. Any contract entered into on
behalf of the Company must be non-recourse as to the Member.
ARTICLE 7
CONTRIBUTIONS TO THE COMPANY AND CAPITAL ACCOUNTS
7.1
Capital Contributions.
(a)
The Member has made its Initial Capital Contribution and has received Units, and
those Units are reflected on Exhibit A, attached hereto.
(b)
The Company shall at all times be wholly owned by the Member as contemplated
under the Articles of Organization. Accordingly, no other Person shall be admitted as a new
Member of the Company.
7.2
Additional Capital Contributions. The Company may not require the Member to
make any Additional Capital Contribution.
ARTICLE 8
ALLOCATIONS, DISTRIBUTIONS AND REPORTS
8.1
Allocations of Profits and Losses. The profits and losses of the Company shall be
allocated to the Member.
8.2
Distributions. All distributions of Distributable Cash shall be made to the Member.
As the Company is established and grows, the Parties anticipate that there will be little to no
Distributable Cash. Before the conclusion of four (4) years of Company operations, the Board and
the Member shall meet and confer about the appropriate schedule for future Distributions, which
shall be not less than ten percent (10%) of the annual net profits of the company, deliverable to the
Crow Tribe Executive Branch.
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8.3
Interest On and Return of Capital Contributions. The Member shall not be entitled
to interest on its Capital Contribution or to return of its Capital Contribution.
8.4
Accounting Period. The Company’s accounting period (also referred to herein as
the Company’s fiscal year) shall be the calendar year.
8.5
Reporting.
(a)
On or before the first day of the months of January, April, July, and October the
Company shall be expected to provide complete financial reports to the Legislature and
Executive Branch regarding the financial and operations performance of the Company and its
subsidiaries, including profit and loss statements, operating costs and salaries, and expenditures
for the preceding quarter. Financial reports must be detailed, but should not include personally
identifiable information, such as birth dates and social security numbers, nor any other
information protected by applicable law.
(b)
Annually, on or about the first day of each July quarterly session, the Company
shall provide a full and complete external audit of Company and subsidiary finances to the
Legislature and Tribal Secretary.
(c)
The Company shall provide notice of any litigation involving the Company or any
subsidiary to the Executive Branch within ten (10) business days of the Company’s notice of any
such litigation.
(d)
Notwithstanding anything to the contrary contained herein, all documents
associated with any funds within the control of the Company or its subsidiaries shall at all times
be open to inspection by the Member, acting by and through the current Chairman of the
Executive Branch or Speaker of the House for the Legislative Branch, or his/her authorized
designee(s).
ARTICLE 9
DISSOLUTION AND TERMINATION
9.1
Dissolution. The Company shall be dissolved:
(a)
upon the prior written agreement of the Member, pursuant to a duly enacted Joint
Action Resolution;
(b)
by action of the Member, pursuant to a duly enacted Joint Action Resolution; or
(c)
as otherwise required by the Code.
9.2
Penalty. Under no circumstances may the Company be unilaterally dissolved by
the Executive Branch or the Manager. Violation of this part may be enforced by the Member, or
if against the Executive Branch, then by the Legislative Branch, in the Crow Tribal Court,
pursuant to a petition for injunctive and/or declaratory relief.
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9.3
Winding Up, Liquidation and Distribution of Assets. Upon dissolution, the
Company shall prepare an accounting of the accounts of the Company and of the Company’s
assets, liabilities and operations, from the date of the last previous accounting until the date of
dissolution pursuant to the Code.
ARTICLE 10
NO TRANSFERS
10.1 Transferability. The Member may not sell, assign, pledge, hypothecate, transfer or
otherwise dispose of (collectively, “Transfer”) all or any part of its Membership Interest, whether
voluntarily or by foreclosure, assignment in lieu thereof or other enforcement of a pledge,
hypothecation or collateral assignment.
10.2 Attempted Transfers in Contravention. Any attempted Transfer in contravention
of Article 10 shall be void and of no effect and shall not bind or be recognized by the Company.
In the case of an attempted Transfer not permitted hereby, the parties attempting to engage in such
Transfer shall indemnify and hold harmless (and hereby agree to indemnify and hold harmless),
the Company from all costs, liabilities and damages that the Company may incur (including,
without limitation, incremental tax liability and attorneys’ fees and expenses) as a result of such
attempted Transfer and efforts to enforce the indemnity granted hereby.
ARTICLE 11
GENERAL PROVISIONS
11.1 Amendment. This Agreement may only be amended upon the prior written
agreement between the Member and the Manager, and pursuant to a duly enacted Joint Action
Resolution.
11.2 Merger or Sale. The Company may not be a party to a merger or sale, consolidation
or any other reorganization transaction of any nature whatsoever without the prior written
agreement of the Member and the Manager, and pursuant to a duly enacted Joint Action
Resolution.
11.3 Waiver of Partition Right. The Member waivers and renounces any right that it
may have prior to dissolution and liquidation to institute or maintain any action for partition with
respect to any real property owned by the Company.
11.4 Waivers Generally. No course of dealing will be deemed to amend or discharge
any provision of this Agreement. No delay in the exercise of any right will operate as a waiver of
such right. No single or partial exercise of any right will preclude its further exercise. A waiver
of any right on any one occasion will not be construed as a bar to, or waiver of, any such right on
any other occasion.
11.5 Notices. All notices and other communications hereunder shall be in writing, and
shall be deemed to have been duly given (a) upon hand delivery thereof, (b) upon facsimile and
written confirmation of transmission, (c) upon receipt of any overnight deliveries, or (d) on third
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(3rd) business day after mailing United States registered or certified mail, return receipt requested,
postage prepaid, addressed to the Member as set forth herein and to the Manager as set forth on
the signature page hereto.
11.6 Partial Invalidity. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law. However, if for any
reason any one or more of the provisions of this Agreement are held to be invalid, illegal or
unenforceable in any respect, such action will not affect any other provision of this Agreement.
11.7 Entire Agreement.
This Agreement contains the entire agreement and
understanding of the Parties with respect to its subject matter, and it supersedes all prior written
and oral agreements. No amendment of this Agreement will be effective for any purpose unless it
is made in accordance with Section 11.1.
11.8 Benefits. The benefits of this Agreement are intended solely to the benefit of the
Member and the Company, without conferring on any other Person any rights of enforcement or
other rights. Without limiting the generality of the foregoing, none of the provisions of this
Agreement shall be for the benefit of or enforceable by any creditors of the Company.
11.9 Further Assurances. The Member agrees, without further consideration, to sign and
deliver such other documents of further assurance as may be reasonably necessary to effectuate
the provisions of this Agreement.
11.10 Headings. Article and Section titles have been inserted for convenience of
reference only. They are not intended to affect the meaning or interpretation of this Agreement.
11.11 Terms. Terms used with initial capital letters will have the meanings specified,
applicable to both singular and plural forms, for all purposes of this Agreement. All pronouns
(and any variation) will be deemed to refer to the masculine, feminine or neuter, as the identity of
the Person may require. The singular or plural include the other, as the context requires or permits.
The word include (and any variation) is used in an illustrative sense rather than a limiting sense.
11.12 Counterparts. This Agreement may be executed in several counterparts by the
parties and each executed counterpart shall be considered an original of this Agreement. Facsimile
and pdf copies be relied upon as originals.
The undersigned hereby agree, acknowledge and certify that the foregoing Agreement
constitutes the Agreement of the Company adopted by the Manager and by the Member of the
Company.
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MEMBER:
CROW TRIBE
By:
By:
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EXHIBIT A
This Exhibit shall be amended from time-to-time to reflect the issuance, transfer, or repurchase of
Units.
Member’s
Membership Interest
Name and Address
(# Units)
MEDICINE ROCK Holdings, 100
LLC
306 Makpua Avenue; Pryor,
MT 59066
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Percentage Interest
100%
CERTIFICATE OF ORGANIZATION
OF
Medicine Rock Holdings, LLC
As authorized by the Crow Tribe of Indians, a federally recognized Indian tribe, pursuant to its
inherent powers, its Constitution and Bylaws, and the Apsaalooke Limited Liability Company Act
codified in the Crow Law and Order Code, Title 18, Chapter 5, the organizers hereby cause this
Certificate of Organization to be filed with the Office of Tribal Secretary for the purpose of
creating the limited liability company described herein:
ARTICLE 1
The name of the limited liability company is: Medicine Rock Holdings, LLC (the “Company”).
ARTICLE 2
The street address of the registered office of the Company is: 306 Makpua Avenue, Pryor, MT
59066.
ARTICLE 3
The name of the registered agent at that office is: Mr. Isaiah Hugs.
ARTICLE 4
The management of the Company is vested in the Board.
ARTICLE 5
The names and addresses of the persons organizing the Company are:
Chairman Frank White Clay,
P.O. Box 159,
43 Heritage Lane,
Crow Agency, Montana 59022.
ARTICLE 6
The Company is entirely owned by its member, the Crow Tribe.
IN WITNESS WHEREOF, this Certificate of Organization has been executed by the Organizers
on this ___ day of ______________, 2025.
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_________________________
Organizer:
Frank White Clay
Filed pursuant to the Apsaalooke Limited Liability
Company Act on this __ day of ______
2025
Secretary of the Crow Tribe Executive Branch, Crow
Tribe of Indians
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ARTICLES OF OPERATION
OF
ARROWHEAD MOUNTAIN SERVICES, LLC
A CROW TRIBE
LIMITED LIABILITY COMPANY
FEBRUARY __, 2025
1
These Articles of Operation (“Agreement”) are effective upon approval by the Parties. The
Parties to this Agreement are MEDICINE ROCK HOLDINGS, LLC (“MRH”), a Crow Tribe
Limited Liability Company, the sole member of ARROWHEAD MOUNTAIN SERVICES, LLC
(“AMS”).
ARTICLE 1
The following terms used in this Agreement shall have the following meanings (unless
otherwise expressly provided herein);
1.1
“Articles of Organization” shall mean the Articles of Organization of the Company
as filed with the Crow Tribe Secretary, as may be amended from time-to-time.
1.2
“Business” shall mean any and all services to support Tribal businesses organized
by MRH, and such other business activities as may be hereafter agreed upon by the Member and
Manager.
1.3
“Capital Contribution” shall mean any contribution to the capital of the Company
in cash or property by the Member whenever made. “Initial Capital Contribution” shall mean the
initial contribution of the Member to the Capital of the Company pursuant to this Agreement.
“Additional Capital Contribution” shall include all Capital Contributions to the Company not
including any other Person or Entity’s Initial Capital Contribution.
1.4
“Code” means the Apsaalooke Limited Liability Company Act, as amended from
time to time, and any successor code adopted by the Crow Tribe.
1.5
“Company” shall mean ARROWHEAD MOUNTAIN SERVICES, LLC.
1.6
“Distributable Cash” shall mean all cash, revenues, and funds received by the
Company, less all operating expenses and other amounts required to be paid or set aside by the
Company in accordance with the Management Agreement.
1.7
“Manager” shall mean MRH and/or the agent, entity or individual authorized by
the Parties to act as Manager for the Company.
1.8
“Member” shall mean MEDICINE ROCK HOLDINGS, LLC.
1.9
“Membership Interest” shall mean the Member’s entire interest in the Company
including the Units the Member owns, the economic interest associated with such Units, the right
to vote associated with such Units, and such other rights and privileges the Member enjoys by
being a Member.
1.10 “Notice” shall mean written notice, actually or deemed given pursuant to
Section 11.5 or Section 11.6.
1.11
“Party” shall mean the Member and the Manager, since MRH fills both roles.
1.12
“Percentage Economic Interest” shall mean one hundred percent (100%).
2
1.13
“Percentage Membership Interest” shall mean one hundred percent (100%).
1.14 “Person” shall mean the Member, any individual or entity, and the heirs, executors,
administrators, legal representatives, successors, and assigns of such “Person” where the context
so permits.
1.15 “Units” shall be the measure by which each holder’s Percentage Economic Interest
and Percentage Membership Interest is determined.
1.16 “Vote” includes not only casting a vote at a meeting but also the receipt of sufficient
written consents (by facsimile, electronic mail, courier, or otherwise) to adopt a measure if
presented at a meeting.
ARTICLE 2
FORMATION OF COMPANY
2.1
Formation. MEDICINE ROCK HOLDINGS, LLC, as its sole member,
organized the Company, by delivering Articles of Organization to the Secretary of the Crow
Tribe Executive Branch pursuant to the requirements of the Code.
2.2
Name. The name of the Company is ARROWHEAD MOUNTAIN SERVICES,
LLC.
2.3
Principal Place of Business. The principal place of Business of the Company is
306 Makpua Avenue; Pryor, MT 59066. The Company may locate its headquarters, location of
business, and registered office at any other place or places as deemed advisable by the Parties.
2.4
Term. The term of the Company shall be perpetual, unless the Company is earlier
dissolved in accordance with the provisions of the Articles of Organization, this Agreement, or the
Code.
ARTICLE 3
BUSINESS OF THE COMPANY
The Company is authorized:
(a)
To accomplish any lawful business whatsoever or which shall at any time appear
conducive to or expedient for the protection or benefit of the Company, including but not limited
to, the Company’s Business and assets;
(b)
To exercise all other powers necessary to or reasonably connected with the
Company’s Business which may be legally exercised by limited liability companies pursuant to
the Code; and
(c)
To engage in all activities necessary, customary, convenient, or incident to any of
the foregoing.
3
ARTICLE 4
NAME AND ADDRESS OF THE MEMBER
The name and address of the Member is MEDICINE ROCK Holdings, LLC. The Member’s
address is 413 Makpua Avenue; Pryor, MT 59066. Member(s) may be modified in the future.
ARTICLE 5
RIGHTS AND DUTIES OF MANAGER
5.1
Management. The daily Business and affairs of the Company shall be managed by
the Member as the Manager. The Manager shall have full and complete authority, power and
discretion to manage and control the daily business, affairs and properties of the Company, to
make all decisions regarding those matters and to perform any and all other acts or activities
customary or incident to the daily management of the Company’s business. The Manager is
authorized to execute and deliver, for and on behalf of the Company, such agreements or
instruments as the Manager may deem necessary or desirable, all on such terms and conditions as
it may deem necessary or desirable, and the execution of such agreements, instruments, contracts
or other documents by the Manager shall be sufficient to bind the Company.
5.2
Number, Tenure and Qualifications.
(a)
The Company shall have one Manager.
(b)
Any action that may be taken by the Manger at a meeting may be taken without a
meeting if such action is approved in writing by the Manager.
5.3
Indemnity of the Manager, Officers, Employees and Other Agents.
(a)
The Company shall indemnify the Manager and make advances for expenses to the
maximum extent permitted under Code. The Company shall indemnify its officers, employees
and other agents who are not the Manager and make advances for expenses to the maximum extent
permitted under Code and as approved by the Manager.
(b)
The Company shall indemnify the Manager, and if approved by the Manager, the
officers, employees, or agents of the Company, for and hold them harmless from any liability,
whether civil or criminal, and any loss, damage, or expense, including reasonable attorneys’ fees,
incurred in connection with the ordinary and proper conduct of the Business and the preservation
of the Business and the Company’s property, or by reason of the fact that such Person is or was a
Manager, officer, employee, or agent; provided, the Person to be indemnified acted in good faith
and in a manner such Person believed to be consistent with the provisions of this Agreement and
in the best interests of the Company, and that with respect to any criminal action or proceeding,
the Person to be indemnified had no reasonable cause to believe the conduct was unlawful.
(c)
The termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of no contest or its equivalent shall not create a presumption that
indemnification is not available hereunder. The Company’s obligation to indemnify the Manager,
4
officer, employee, or agent hereunder shall be satisfied out of the Company’s assets only, and if
the Company’s assets are insufficient to satisfy its obligation to indemnify the Manager, such
Person shall not be entitled to contribution from any Member.
No amendment of this provision for indemnification or advancement of expenses shall
have the effect of limiting the rights of any person previously serving as a Manager, officer or
employee or agent of the Company to indemnification or advancement of expenses pursuant to
this section.
ARTICLE 6
RIGHTS AND OBLIGATIONS OF MEMBERS AND ASSIGNEES
6.1
Limitation of Liability. The Member’s liability shall be limited to the maximum
extent possible as set forth in this Agreement, the Management Agreement, the Code and other
applicable law,
6.2
Company Debt Liability. Except as otherwise required by law or contract, the
Member will not be personally liable for any debts or losses of the Company beyond its Capital
Contributions and any obligation of the Member under Section 7.1 or 7.2 to make Capital
Contributions.
ARTICLE 7
CONTRIBUTIONS TO THE COMPANY AND CAPITAL ACCOUNTS
7.1
Capital Contributions.
(a)
The Member has made its Initial Capital Contribution and has received Units, and
those Units are reflected on Exhibit A, attached hereto.
(b)
The Company shall at all times be wholly owned by the Member as contemplated
under the Articles of Organization. Accordingly, no other Person shall be admitted as a new
Member of the Company.
7.2
Additional Capital Contributions. The Company may not require the Member to
make any Additional Capital Contribution.
ARTICLE 8
ALLOCATIONS, DISTRIBUTIONS AND REPORTS
8.1
Allocations of Profits and Losses. The profits and losses of the Company shall be
allocated to the Member.
8.2
Distributions. All distributions of Distributable Cash shall be made to the Member.
5
8.3
Interest On and Return of Capital Contributions. The Member shall not be entitled
to interest on his Capital Contribution or to return of its Capital Contribution.
8.4
Accounting Period. The Company’s accounting period (also referred to herein as
the Company’s fiscal year) shall be the calendar year.
ARTICLE 9
DISSOLUTION AND TERMINATION
9.1
Dissolution. The Company shall be dissolved:
(a)
upon the prior written agreement of the Member;
(b)
by action of the Member; or
(c)
as otherwise required by the Code.
9.2
Winding Up, Liquidation and Distribution of Assets. Upon dissolution, the
Company shall prepare an accounting of the accounts of the Company and of the Company’s
assets, liabilities and operations, from the date of the last previous accounting until the date of
dissolution pursuant to the Code.
ARTICLE 10
NO TRANSFERS
10.1 Transferability. The Member may not sell, assign, pledge, hypothecate, transfer or
otherwise dispose of (collectively, “Transfer”) all or any part of its Membership Interest, whether
voluntarily or by foreclosure, assignment in lieu thereof or other enforcement of a pledge,
hypothecation or collateral assignment.
10.2 Attempted Transfers in Contravention. Any attempted Transfer in contravention
of Article 10 shall be void and of no effect and shall not bind or be recognized by the Company.
In the case of an attempted Transfer not permitted hereby, the parties attempting to engage in such
Transfer shall indemnify and hold harmless (and hereby agree to indemnify and hold harmless),
the Company from all costs, liabilities and damages that the Company may incur (including,
without limitation, incremental tax liability and attorneys’ fees and expenses) as a result of such
attempted Transfer and efforts to enforce the indemnity granted hereby.
ARTICLE 11
GENERAL PROVISIONS
11.1 Amendment. This Agreement may only be amended upon the prior written
agreement between the Member and the Manager.
6
11.2 Merger or Sale. The Company may not be a party to a merger or sale, consolidation
or any other reorganization transaction of any nature whatsoever without the prior written
agreement of the Member and the Manager.
11.3 Waiver of Partition Right. The Member waivers and renounces any right that it
may have prior to dissolution and liquidation to institute or maintain any action for partition with
respect to any real property owned by the Company.
11.4 Waivers Generally. No course of dealing will be deemed to amend or discharge
any provision of this Agreement. No delay in the exercise of any right will operate as a waiver of
such right. No single or partial exercise of any right will preclude its further exercise. A waiver
of any right on any one occasion will not be construed as a bar to, or waiver of, any such right on
any other occasion.
11.5 Notices. All notices and other communications hereunder shall be in writing, and
shall be deemed to have been duly given (a) upon hand delivery thereof, (b) upon facsimile and
written confirmation of transmission, (c) upon receipt of any overnight deliveries, or (d) on third
(3rd) business day after mailing United States registered or certified mail, return receipt requested,
postage prepaid, addressed to the Member as set forth herein and to the Manager as set forth on
the signature page hereto.
11.6 Partial Invalidity. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law. However, if for any
reason any one or more of the provisions of this Agreement are held to be invalid, illegal or
unenforceable in any respect, such action will not affect any other provision of this Agreement.
11.7 Entire Agreement.
This Agreement contains the entire agreement and
understanding of the Parties with respect to its subject matter, and it supersedes all prior written
and oral agreements. No amendment of this Agreement will be effective for any purpose unless it
is made in accordance with Section 11.1.
11.8 Benefits. The benefits of this Agreement are intended solely to the benefit of the
Member and the Company, without conferring on any other Person any rights of enforcement or
other rights. Without limiting the generality of the foregoing, none of the provisions of this
Agreement shall be for the benefit of or enforceable by any creditors of the Company.
11.9 Further Assurances. The Member agrees, without further consideration, to sign and
deliver such other documents of further assurance as may be reasonably necessary to effectuate
the provisions of this Agreement.
11.10 Headings. Article and Section titles have been inserted for convenience of
reference only. They are not intended to affect the meaning or interpretation of this Agreement.
11.11 Terms. Terms used with initial capital letters will have the meanings specified,
applicable to both singular and plural forms, for all purposes of this Agreement. All pronouns
(and any variation) will be deemed to refer to the masculine, feminine or neuter, as the identity of
the Person may require. The singular or plural include the other, as the context requires or permits.
The word include (and any variation) is used in an illustrative sense rather than a limiting sense.
7
11.12 Counterparts. This Agreement may be executed in several counterparts by the
parties and each executed counterpart shall be considered an original of this Agreement. Facsimile
and pdf copies be relied upon as originals.
The undersigned hereby agree, acknowledge and certify that the foregoing Agreement
constitutes the Agreement of the Company adopted by the Manager and by the Member of the
Company.
MEMBER / MANAGER:
MEDICINE ROCK HOLDINGS, LLC
By:
8
EXHIBIT A
This Exhibit shall be amended from time-to-time to reflect the issuance, transfer, or repurchase of
Units.
Member’s
Membership Interest
Name and Address
(# Units)
MEDICINE ROCK Holdings, 100
LLC
[Insert Pryor Community
Center address]
9
Percentage Interest
100%
CERTIFICATE OF ORGANIZATION
OF
Arrowhead Mountain Services, LLC
As authorized by the Crow Tribe of Indians, a federally recognized Indian tribe, pursuant to its
inherent powers, its Constitution and Bylaws, and the Apsaalooke Limited Liability Company Act
codified in the Crow Law and Order Code, Title 18, Chapter 5, the organizers hereby cause this
Certificate of Organization to be filed with the Office of Tribal Secretary for the purpose of
creating the limited liability company described herein:
ARTICLE 1
The name of the limited liability company is: Arrowhead Mountain Services, LLC (the
“Company”).
ARTICLE 2
The street address of the registered office of the Company is: 306 Makpua Avenue, Pryor, MT
59066.
ARTICLE 3
The name of the registered agent at that office is: Mr. Isaiah Hugs.
ARTICLE 4
The management of the Company is vested in a Manager. Medicine Rock Holdings, LLC is
appointed as the Manager.
ARTICLE 5
The names and addresses of the persons organizing the Company are:
Chairman Frank White Clay,
P.O. Box 159,
43 Heritage Lane,
Crow Agency, Montana 59022.
ARTICLE 6
The Company is entirely owned by its member, Medicine Rock Holdings.
IN WITNESS WHEREOF, this Certificate of Organization has been executed by the Organizers
on this ___ day of ______________, 2025.
1
_________________________
Organizer:
Frank White Clay
Filed pursuant to the Apsaalooke Limited Liability
Company Act on this __ day of ______
2025
Secretary of the Crow Tribe Executive Branch, Crow
Tribe of Indians
2
ARTICLES OF OPERATION
OF
LOST CREEK LENDING, LLC
A CROW TRIBE
LIMITED LIABILITY COMPANY
MARCH __, 2025
1
These Articles of Operation (“Agreement”) are effective upon approval by the Parties. The
Parties to this Agreement are MEDICINE ROCK HOLDINGS, LLC (“MRH”), a Crow Tribe
Limited Liability Company, the sole member of LOST CREEK LENDING, LLC (“LCL” or
“Company”), and ARROWHEAD MOUNTAIN SERVICES, LLC (“AMS”) a Tribally-owned
staffing company, as Manager of LCL.
ARTICLE 1
The following terms used in this Agreement shall have the following meanings (unless
otherwise expressly provided herein);
1.1
“Articles of Organization” shall mean the Articles of Organization of the Company
as filed with the Crow Tribe Secretary, as may be amended from time-to-time.
1.2
“Business” shall mean an internet-based consumer loan business and provision of
financial services including the ownership and operation of (potentially) one or more subsidiary
entities to provide small-denomination, short-term loans (Loans) and other related goods and
services to consumers, and such other business activities as may be hereafter agreed upon by the
Member and Manager.
1.3
“Capital Contribution” shall mean any contribution to the capital of the Company
in cash or property by the Member whenever made. “Initial Capital Contribution” shall mean the
initial contribution of the Member to the Capital of the Company pursuant to this Agreement.
“Additional Capital Contribution” shall include all Capital Contributions to the Company not
including any other Person or Entity’s Initial Capital Contribution.
1.4
“Code” means the Apsaalooke Limited Liability Company Act, as amended from
time to time, and any successor code adopted by the Crow Tribe.
1.5
“Company” shall mean LOST CREEK LENDING, LLC.
1.6
“Distributable Cash” shall mean all cash, revenues, and funds received by the
Company, less all operating expenses and other amounts required to be paid or set aside by the
Company in accordance with the Management Agreement.
1.7
“Management Agreement” shall mean any Management Agreement entered into
by and among the Member, the Company, and the Manager dated as amended from time to time.
1.8
“Manager” shall mean AMS and/or the agent, entity or individual authorized by the
Parties to act as Manager for the Company.
1.9
“Member” shall mean MEDICINE ROCK HOLDINGS, LLC.
1.10 “Membership Interest” shall mean the Member’s entire interest in the Company
including the Units the Member owns, the economic interest associated with such Units, the right
to vote associated with such Units, and such other rights and privileges the Member enjoys by
being a Member.
2
1.11 “Notice” shall mean written notice, actually or deemed given pursuant to
Section 11.5 or Section 11.6.
1.12 “Party” shall mean the Member or the Manager as the context may require.
“Parties” shall mean the Member and the Manager.
1.13
“Percentage Economic Interest” shall mean one hundred percent (100%).
1.14
“Percentage Membership Interest” shall mean one hundred percent (100%).
1.15 “Person” shall mean the Member, any individual or entity, and the heirs, executors,
administrators, legal representatives, successors, and assigns of such “Person” where the context
so permits.
1.16 “Units” shall be the measure by which each holder’s Percentage Economic Interest
and Percentage Membership Interest is determined.
1.17 “Vote” includes not only casting a vote at a meeting but also the receipt of sufficient
written consents (by facsimile, electronic mail, courier, or otherwise) to adopt a measure if
presented at a meeting.
ARTICLE 2
FORMATION OF COMPANY
2.1
Formation. MEDICINE ROCK HOLDINGS, LLC, as its sole member,
organized the Company, by delivering Articles of Organization to the Secretary of the Crow
Tribe Executive Branch pursuant to the requirements of the Code.
2.2
Name. The name of the Company is LOST CREEK LENDING, LLC.
2.3
Principal Place of Business. The principal place of Business of the Company is
306 Makpua Avenue; Pryor, MT 59066. The Company may locate its headquarters, location of
business, and registered office at any other place or places as deemed advisable by the Parties.
2.4
Term. The term of the Company shall be perpetual, unless the Company is earlier
dissolved in accordance with the provisions of the Articles of Organization, this Agreement, or the
Code.
ARTICLE 3
BUSINESS OF THE COMPANY
The Company is authorized:
(a)
To accomplish any lawful business whatsoever or which shall at any time appear
conducive to or expedient for the protection or benefit of the Company, including but not limited
to, the Company’s Business and assets;
3
(b)
To exercise all other powers necessary to or reasonably connected with the
Company’s Business which may be legally exercised by limited liability companies pursuant to
the Code; and
(c)
To engage in all activities necessary, customary, convenient, or incident to any of
the foregoing.
ARTICLE 4
NAME AND ADDRESS OF THE MEMBER
The name and address of the Member is MEDICINE ROCK Holdings, LLC. The Member’s
address is 306 Makpua Avenue; Pryor, MT 59066. Member(s) may be modified in the future.
ARTICLE 5
RIGHTS AND DUTIES OF MANAGER
5.1
Management. The daily Business and affairs of the Company shall be managed by
the Manager. Except as set forth in this Agreement, and under the Management Agreement, the
Manager shall have full and complete authority, power and discretion to manage and control the
daily business, affairs and properties of the Company, to make all decisions regarding those
matters and to perform any and all other acts or activities customary or incident to the daily
management of the Company’s business. The Manager is authorized to execute and deliver, for
and on behalf of the Company, such agreements or instruments as the Manager may deem
necessary or desirable, all on such terms and conditions as it may deem necessary or desirable, and
the execution of such agreements, instruments, contracts or other documents by the Manager shall
be sufficient to bind the Company.
5.2
Number, Tenure and Qualifications.
(a)
The Company shall have one Manager.
(b)
Any action that may be taken by the Manger at a meeting may be taken without a
meeting if such action is approved in writing by the Manager.
5.3
Elimination of Fiduciary Duties. To the fullest extent permitted by the Code, no
Member or Manager has fiduciary duties with respect to the Company other than to the extent as
provided under the Code or the Management Agreement.
5.4
Indemnity of the Manager, Officers, Employees and Other Agents.
(a)
The Company shall indemnify the Manager and make advances for expenses to the
maximum extent permitted under Code and Management Agreement. The Company shall
indemnify its officers, employees and other agents who are not the Manager and make advances
for expenses to the maximum extent permitted under Code and as approved by the Manager.
4
(b)
(i) Notwithstanding any other provision of this Agreement, neither the Manager,
nor any officer, employee, or agent shall be liable to any Member or to the Company with respect
to any act performed or neglected to be performed in good faith and in a manner which such Person
believed to be necessary or appropriate in connection with the ordinary and proper conduct of the
Business or the preservation of its property, and consistent with the provisions of this Agreement.
(ii)
The Company shall indemnify the Manager, and if approved by the Manager, the
officers, employees, or agents of the Company, for and hold them harmless from any liability,
whether civil or criminal, and any loss, damage, or expense, including reasonable attorneys’ fees,
incurred in connection with the ordinary and proper conduct of the Business and the preservation
of the Business and the Company’s property, or by reason of the fact that such Person is or was a
Manager, officer, employee, or agent; provided, the Person to be indemnified acted in good faith
and in a manner such Person believed to be consistent with the provisions of this Agreement and
in the best interests of the Company, and that with respect to any criminal action or proceeding,
the Person to be indemnified had no reasonable cause to believe the conduct was unlawful.
(iii) The termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of no contest or its equivalent shall not create a presumption that
indemnification is not available hereunder. The Company’s obligation to indemnify the Manager,
officer, employee, or agent hereunder shall be satisfied out of the Company’s assets only, and if
the Company’s assets are insufficient to satisfy its obligation to indemnify the Manager, such
Person shall not be entitled to contribution from any Member.
No amendment of this provision for indemnification or advancement of expenses shall
have the effect of limiting the rights of any person previously serving as a Manager, officer or
employee or agent of the Company to indemnification or advancement of expenses pursuant to
this section.
ARTICLE 6
RIGHTS AND OBLIGATIONS OF MEMBERS AND ASSIGNEES
6.1
Limitation of Liability. The Member’s liability shall be limited to the maximum
extent possible as set forth in this Agreement, the Management Agreement, the Code and other
applicable law,
6.2
Company Debt Liability. Except as otherwise required by law or contract, the
Member will not be personally liable for any debts or losses of the Company beyond its Capital
Contributions and any obligation of the Member under Section 7.1 or 7.2 to make Capital
Contributions.
5
ARTICLE 7
CONTRIBUTIONS TO THE COMPANY AND CAPITAL ACCOUNTS
7.1
Capital Contributions.
(a)
The Member has made its Initial Capital Contribution and has received Units, and
those Units are reflected on Exhibit A, attached hereto.
(b)
The Company shall at all times be wholly owned by the Member as contemplated
under the Articles of Organization. Accordingly, no other Person shall be admitted as a new
Member of the Company.
7.2
Additional Capital Contributions. The Company may not require the Member to
make any Additional Capital Contribution.
ARTICLE 8
ALLOCATIONS, DISTRIBUTIONS AND REPORTS
8.1
Allocations of Profits and Losses. The profits and losses of the Company shall be
allocated to the Member.
8.2
Distributions. All distributions of Distributable Cash shall be made to the Member.
8.3
Interest On and Return of Capital Contributions. The Member shall not be entitled
to interest on his Capital Contribution or to return of its Capital Contribution.
8.4
Accounting Period. The Company’s accounting period (also referred to herein as
the Company’s fiscal year) shall be the calendar year.
ARTICLE 9
DISSOLUTION AND TERMINATION
9.1
Dissolution. The Company shall be dissolved:
(a)
upon the prior written agreement of the Member and the Manager;
(b)
by action of the Member; or
(c)
as otherwise required by the Code.
9.2
Winding Up, Liquidation and Distribution of Assets. Upon dissolution, the
Company shall prepare an accounting of the accounts of the Company and of the Company’s
assets, liabilities and operations, from the date of the last previous accounting until the date of
dissolution pursuant to the Code.
6
ARTICLE 10
NO TRANSFERS
10.1 Transferability. The Member may not sell, assign, pledge, hypothecate, transfer or
otherwise dispose of (collectively, “Transfer”) all or any part of its Membership Interest, whether
voluntarily or by foreclosure, assignment in lieu thereof or other enforcement of a pledge,
hypothecation or collateral assignment.
10.2 Attempted Transfers in Contravention. Any attempted Transfer in contravention
of Article 10 shall be void and of no effect and shall not bind or be recognized by the Company.
In the case of an attempted Transfer not permitted hereby, the parties attempting to engage in such
Transfer shall indemnify and hold harmless (and hereby agree to indemnify and hold harmless),
the Company from all costs, liabilities and damages that the Company may incur (including,
without limitation, incremental tax liability and attorneys’ fees and expenses) as a result of such
attempted Transfer and efforts to enforce the indemnity granted hereby.
ARTICLE 11
GENERAL PROVISIONS
11.1 Amendment. This Agreement may only be amended upon the prior written
agreement between the Member and the Manager.
11.2 Merger or Sale. The Company may not be a party to a merger or sale, consolidation
or any other reorganization transaction of any nature whatsoever without the prior written
agreement of the Member and the Manager.
11.3 Waiver of Partition Right. The Member waivers and renounces any right that it
may have prior to dissolution and liquidation to institute or maintain any action for partition with
respect to any real property owned by the Company.
11.4 Waivers Generally. No course of dealing will be deemed to amend or discharge
any provision of this Agreement. No delay in the exercise of any right will operate as a waiver of
such right. No single or partial exercise of any right will preclude its further exercise. A waiver
of any right on any one occasion will not be construed as a bar to, or waiver of, any such right on
any other occasion.
11.5 Notices. All notices and other communications hereunder shall be in writing, and
shall be deemed to have been duly given (a) upon hand delivery thereof, (b) upon facsimile and
written confirmation of transmission, (c) upon receipt of any overnight deliveries, or (d) on third
(3rd) business day after mailing United States registered or certified mail, return receipt requested,
postage prepaid, addressed to the Member as set forth herein and to the Manager as set forth on
the signature page hereto.
11.6 Partial Invalidity. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law. However, if for any
7
reason any one or more of the provisions of this Agreement are held to be invalid, illegal or
unenforceable in any respect, such action will not affect any other provision of this Agreement.
11.7 Entire Agreement.
This Agreement contains the entire agreement and
understanding of the Parties with respect to its subject matter, and it supersedes all prior written
and oral agreements. No amendment of this Agreement will be effective for any purpose unless it
is made in accordance with Section 11.1.
11.8 Benefits. The benefits of this Agreement are intended solely to the benefit of the
Member and the Company, without conferring on any other Person any rights of enforcement or
other rights. Without limiting the generality of the foregoing, none of the provisions of this
Agreement shall be for the benefit of or enforceable by any creditors of the Company.
11.9 Further Assurances. The Member agrees, without further consideration, to sign and
deliver such other documents of further assurance as may be reasonably necessary to effectuate
the provisions of this Agreement.
11.10 Headings. Article and Section titles have been inserted for convenience of
reference only. They are not intended to affect the meaning or interpretation of this Agreement.
11.11 Terms. Terms used with initial capital letters will have the meanings specified,
applicable to both singular and plural forms, for all purposes of this Agreement. All pronouns
(and any variation) will be deemed to refer to the masculine, feminine or neuter, as the identity of
the Person may require. The singular or plural include the other, as the context requires or permits.
The word include (and any variation) is used in an illustrative sense rather than a limiting sense.
11.12 Counterparts. This Agreement may be executed in several counterparts by the
parties and each executed counterpart shall be considered an original of this Agreement. Facsimile
and pdf copies be relied upon as originals.
The undersigned hereby agree, acknowledge and certify that the foregoing Agreement
constitutes the Agreement of the Company adopted by the Manager and by the Member of the
Company.
8
MEMBER:
MEDICINE ROCK HOLDINGS, LLC
By:
MANAGER:
By:
ARROWHEAD MOUNTAIN SERVICES, LLC
9
EXHIBIT A
This Exhibit shall be amended from time-to-time to reflect the issuance, transfer, or repurchase of
Units.
Member’s
Membership Interest
Name and Address
(# Units)
MEDICINE ROCK Holdings, 100
LLC
[Insert Pryor Community
Center address]
10
Percentage Interest
100%
CERTIFICATE OF ORGANIZATION
OF
Lost Creek Lending, LLC
As authorized by the Crow Tribe of Indians, a federally recognized Indian tribe, pursuant to its
inherent powers, its Constitution and Bylaws, and the Apsaalooke Limited Liability Company Act
codified in the Crow Law and Order Code, Title 18, Chapter 5, the organizers hereby cause this
Certificate of Organization to be filed with the Office of Tribal Secretary for the purpose of
creating the limited liability company described herein:
ARTICLE 1
The name of the limited liability company is: Lost Creek Lending, LLC (the “Company”).
ARTICLE 2
The street address of the registered office of the Company is: 306 Makpua Avenue, Pryor, MT
59066.
ARTICLE 3
The name of the registered agent at that office is: Mr. Isaiah Hugs.
ARTICLE 4
The management of the Company is vested in a Manager. Arrowhead Mountain Services, LLC is
appointed as the Manager.
ARTICLE 5
The names and addresses of the persons organizing the Company are:
Chairman Frank White Clay,
P.O. Box 159,
43 Heritage Lane,
Crow Agency, Montana 59022.
ARTICLE 6
The Company is entirely owned by its member, Medicine Rock Holdings.
IN WITNESS WHEREOF, this Certificate of Organization has been executed by the Organizers
on this ___ day of ______________, 2025.
1
_________________________
Organizer:
Frank White Clay
Filed pursuant to the Apsaalooke Limited Liability
Company Act on this __ day of ______
2025
Secretary of the Crow Tribe Executive Branch, Crow
Tribe of Indians
2
MARCH __, 2025 SPECIAL SESSION
CROW TRIBAL LEGISLATURE
BILL NO. CLB 25-__
INTRODUCED BY FRANK WHITECLAY, CHAIRMAN
CROW TRIBAL EXECUTIVE BRANCH
A BILL FOR AN ACT ENTITLED:
“AMENDING THE CROW LAW AND ORDER CODE TO INCLUDE TITLE __, THE
CROW/APSAALOOKE ONLINE LENDING ACT”
WHEREAS, the Chairman of the Executive Branch has authority and responsibility
pursuant to the “enumerated powers” in Article IV, Section 3(d) of the Constitution and Bylaws
of the Crow Tribe of Indians to “engage in any business that will further the economic wellbeing of the members of the Tribe and undertake any economic development activity which
does not conflict with the provisions of the Constitution;” and
WHEREAS, the Legislative Branch has authority and responsibility pursuant to its
“powers and duties” in Article V, Section 2(b) of the Constitution “to promulgate and adopt
laws, resolutions, ordinances, codes, regulations, and guidelines in accordance with this
Constitution and federal laws for the governance of the Crow Tribe of Indians …” and
WHEREAS, the Legislative Branch has authority and responsibility pursuant to its
“powers and duties” in Article V, Section 2(c) of the Constitution “to adopt legislation, not
inconsistent with this Constitution, which is necessary in exercising the duties conferred
upon the three branches of government;” and
WHEREAS, the Legislative Branch has authority and responsibility pursuant to its
“powers and duties” in Article V, Section 2(d) of the Constitution “to adopt legislation
chartering instrumentalities of the Crow Tribe for the purposes of economic development,
housing, education or other purposes not inconsistent with this Constitution;” and
WHEREAS, with the intent to restate the purpose and construction of this Bill, the Crow
Tribal Legislature Branch and the Executive Branch are very interested in and are making efforts
in present and future economic development and in protecting all credit borrowers. This
Crow/Apsaalooke Online Lending Act must be liberally construed and applied to promote its
underlying purposes and policies, which are the promotion of economic development and the
continued expansion of commercial practices involving this Crow/Apsaalooke Tribe.
March __, 2025 Special Session
CLB AMENDING THE CROW LAW AND ORDER CODE TO INCLUDE TITLE __, THE
CROW/APSAALOOKE ONLINE LENDING ACT
Page 1 of 2
NOW THEREFORE, BE IT RESOLVED BY THE LEGISLATURE AND THE
EXECUTIVE BRANCH OF THE CROW TRIBE, THAT:
THE CROW LAW AND ORDER CODE IS HEREBY AMENDED TO INCLUDE THE
CROW/APSAALOOKE ONLINE LENDING ACT OF 2025 THAT IS ATTACHED,
INCORPORATED BY REFERENCE AS IF STATED HEREIN AS TITLE __.
[Remainder of page left blank intentionally.]
March __, 2025 Special Session
CLB AMENDING THE CROW LAW AND ORDER CODE TO INCLUDE TITLE __, THE
CROW/APSAALOOKE ONLINE LENDING ACT
Page 2 of 2
TITLE __
CROW LAW AND ORDER CODE
ONLINE LENDING ACT
EFFECTIVE DATE: MARCH 1, 2025
ARTICLE 1
1.1
Title. This law shall be referred to as the Online Lending Act of the Crow Tribe.
1.2
Scope. This Act applies to all Online Lending made or offered from the Crow
Reservation or otherwise subject to the Tribe’s jurisdiction.
1.3
Applicability. Because any violation of this Act or any regulation adopted
hereunder will demonstrably and seriously impact the public health, safety, welfare, political
integrity and economic security of the Tribe, this Act, and any regulations adopted hereunder,
apply to all Persons participating in Online Lending transacted under Crow Tribe auspices or
otherwise subject to Crow Tribe jurisdiction.
ARTICLE 2
DEFINITIONS
2.1
Definitions. For purposes of this Act, the following words and phrases have the
following meanings:
2.1.1 “Administrator” means the individual appointed to manage the activities
of the Authority as provided in Section 3.3 below.
2.1.2 “Authority” means the Crow Tribe Online Lending Regulatory Authority
established pursuant to this Act to provide Licensee licensing and regulatory and
compliance oversight of Licensees.
2.1.3 “Board” means the Board of Directors of Medicine Rock Holdings, LLC,
a Crow Tribe holding company established to shepherd Crow Tribe economic
development.
2.1.4 “Borrower” means any Person obtaining an extension of credit through
Online Lending.
2.1.5 “Borrower’s Agreement” means any contract or document memorializing
an extension of credit, whether Commercial Credit or Consumer Credit.
2.1.6
to-time.
“Act” means this Online Lending Act, as it may be amended from time-
2.1.7 “Commercial Credit” means any extension of credit by or on behalf of a
Crow Tribe Enterprise to a Borrower primarily for business, commercial, investment or
agricultural purposes, or any solicitation for such an extension of credit, made under
Crow Tribe auspices or subject to Crow Tribe jurisdiction. It includes any extension of
credit to an organization regardless of purpose including any extension of credit to a
corporation, partnership, limited liability company or trust.
2.1.8 “Consumer” means a natural person who obtains an extension of credit
primarily for personal, family or household purposes.
2.1.9 “Consumer Credit” means any extension of credit by or on behalf of a
Crow Tribe Enterprise to a Consumer primarily for personal, family or household
purposes, or any solicitation for an extension of credit to a Consumer by or on behalf of
a Crow Tribe Enterprise made under Crow Tribe auspices or subject to the Crow Tribe
jurisdiction.
2.1.10 “Credit” means any extension of Consumer Credit or Commercial Credit.
2.1.11 “Crow Tribe” means the governing branches of the Crow Tribe as defined
by the Crow Tribe Constitution.
2.1.12 “Crow Tribe Enterprise” means any business entity, operation or
enterprise wholly-owned and controlled by the Crow Tribe.
2.1.13
“Crow Tribe Law” means all laws of the Tribe.
2.1.14 “Installment Credit” means closed end Credit payable in installments.
2.1.15 “Lender License” means any License issued by the Authority to a Crow
Tribe Enterprise authorizing it to offer or extend Consumer Credit, Commercial Credit
or both Consumer Credit and Commercial Credit.
2.1.16 “Lender Licensee” means any holder of a Lender License.
2.1.17 “License” means a Lender License or Vendor License issued by the
Authority.
2.1.18 “Licensee” means any holder of a Lender License or a Vendor License.
2.1.19 “Online Lending” means the business of marketing, making, servicing
and collecting Consumer Credit or Commercial Credit by Lender Licensees through the
use of computers, mobile devices, the internet and other communications devices and
technologies. Online Lending does not include Consumer Credit or Commercial Credit
that is otherwise regulated by the Crow Tribe Law and Order Act, such as agricultural
loans, mortgage lending, equipment leasing, auto title loans, or community micro
lending. Online Lending excludes any lending in the State of Montana or to Crow Tribe
citizens. Online Lending refers exclusively to Consumer Credit or Commercial Credit by
Lender Licensees under this Act to generate revenue for Crow Tribe governmental
purposes.
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2.1.20 “Person” means any natural person, tribe (whether or not federally
recognized), any governmental entity of a tribe, Crow Tribe Enterprise, corporation,
partnership, limited liability company, joint venture, association, trust, unincorporated
organization or other entity or group.
2.1.21 “Revolving Credit” means revolving line of Credit that permits a
Borrower to borrow, repay and reborrow up to the amount of the agreed upon credit limit.
2.1.22 “Vendor” means a Person that has entered into an agreement with a
Lender Licensee and is licensed by the Authority to provide material services relating to
Online Lending or funding to a Lender pursuant to that agreement in accordance with
Section 4.2, and includes without limitation origination service providers, lead
generators, loan servicers and collection agencies.
2.1.23 “Vendor License” means a License issued by the Authority to a Vendor
authorizing it to provide designated services to a Crow Tribe Enterprise.
2.1.24 “Vendor Licensee” means any holder of a Vendor License.
2.2
Interpretive Provisions. For purposes of this Act, unless the context otherwise
requires: (a) the term “including” and all variations of that term means “including without
limitation”; (b) except as otherwise expressly provided in this Act, references to any law or
regulation refer to that law or regulation as amended from time to time and include any successor
law or regulation; (c) references to any Person include that Person’s successors and assigns; and
(d) headings are for purposes of reference only and shall not otherwise affect the meaning or
interpretation of any provision of this Act.
ARTICLE 3
CROW TRIBE ONLINE LENDING REGULATORY AUTHORITY
3.1
Establishment and Purpose. The Tribe shall establish and maintain the Authority.
The Authority shall have the duties and powers set forth in this Article 3.
3.2
Administrator. The Authority and its activities shall be managed by an
Administrator. The Administrator shall be recommended by the Executive Branch to the Crow
Tribe Legislature for appointment, and shall serve automatically renewable terms of two years
unless the Legislature gives written notice of non-renewal at least 60 days before the end of the
then current term or the Legislature removes the Administrator for cause, with or without notice,
anytime during the then current term. Otherwise, the Administrator shall serve as directed by the
Executive Branch.
3.2.1 The Administrator shall have at least a bachelor’s degree from an
accredited college or university and shall have at least three years of credit regulatory
experience or comparable licensing, legal, compliance or enforcement experience in the
financial services sector.
3.2.2
Authority.
The Administrator shall be responsible for the day-to-day activities of the
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3.3
Duties and Powers of Authority. The Tribe hereby grants to the Authority the
responsibility and authority to discharge the duties imposed by this Act including:
3.3.1 Exercising executive and administrative functions, including establishing
procedural and other requirements, entering into binding contracts, employing and
supervising such personnel as deemed necessary to carry out its duties and powers,
provided however that the Authority has no authority or ability to bind the Crow Tribe
or any Crow Tribe entity or person other than the Authority or to incur any liability on
behalf of the Crow Tribe or any Crow Tribe entity or person other than the Authority.
The contracting power of the Authority is limited solely to its duties and powers.
3.3.2 Issuing guidance and orders (i) providing interpretations of the provisions
of the Act and (ii) relating to licensing requirements and procedures under the Act.
3.3.3 Proposing regulations furthering the purpose and provisions of this Act
subject to notice and an opportunity to comment on such proposed regulations and
issuing final regulations after consideration of any such comments.
3.3.4 Employing such advisors as the Authority may deem necessary for the
Authority to exercise the authority granted in this Act and meet the requirements of this
Act. Advisors may include lawyers, accountants, managers, compliance consultants, data
security personnel, law enforcement specialists and financial services professionals.
3.3.5 Reviewing and approving or disapproving all applications for a License,
including conducting or arranging for background investigations of all applicants for a
License.
3.3.6 Examining each Lender Licensee at least annually or more frequently if
the Authority deems it necessary to do so.
3.3.7 Examining each Vendor Licensee on such periodic basis as the Authority
deems it necessary to do so.
3.3.8
Monitoring risks to Consumers in the offering or provision of Consumer
Credit.
3.3.9 Receiving and reviewing Borrower complaints regarding any Licensee or
other Person subject to this Act.
3.3.10 Investigating any Licensee or Person as it deems necessary to:
(a)
ensure compliance with this Act or any order of the Authority;
(b) determine whether any Licensee or Person has engaged in or is
engaging in any violation of this Act, any regulations issued by the Authority or
any order of the Authority; or
(c) determine whether any Licensee or Person has engaged or is
engaging in any unfair, deceptive or abusive act or practice.
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3.3.11 Initiating and pursuing actions against Licensees and other Person to
enforce this Act, any regulations issued by the Authority or any order of the Authority
and to prevent or address violations of this Act and such regulations.
3.3.12 Coordinating enforcement actions with other governmental agencies and
departments.
3.3.13 Adopting and imposing fees to be assessed by the Authority in such
amounts as it deems appropriate, for:
(a)
processing, issuing and renewing Licenses;
(b) conducting background checks of applicants for Licenses and their
directors, managers, partners, direct or indirect equity owners, officers and other
employees;
(c)
examinations of Licensees; and
(d) services rendered relating to transcripts and the furnishing or
certifying copies of proceedings, files and records.
3.3.14 Imposing and collecting fees and penalties in connection with this Act.
3.3.15 Establishing procedures and systems designed to permit detection of
violations of this Act, compliance failures, irregularities or fraud and to redress Borrower
complaints against a Licensee for such violations, compliance failures, irregularities or
fraud.
3.3.16 Examining under oath, either orally or in writing, any Licensee or Person,
or agent, officer or employee of any Licensee, or any other witness with respect to any
matters related to this Act and to compel by subpoena the attendance of witnesses and
the production of any books, records, papers and electronic data with respect thereto.
Upon refusal to appear or produce, the Authority may apply to the Crow Tribe Tribal
Court to compel appearance or production.
3.3.17 Holding public hearings, issuing decisions, issuing notice of hearings,
issuing subpoenas requiring the attendance of witnesses and the production of evidence,
administering oaths and taking such testimony as the Authority deem necessary.
3.3.18 Disciplining any Licensee or Person engaging or participating in violation
of this Act in the exercise of its reasonable discretion by ordering cessation of acts that
violate this Act, issuing fines and sanctions for violating this Act, or suspending or
revoking any License pursuant to the hearings and due process required by this Act.
3.3.19 Settling any dispute to which the Authority is a party relating to the
Authority’s authority or activities, subject to any approval of the Board.
3.3.20 Protecting any proprietary or confidential information provided to the
Board by a Person or Licensee.
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3.3.21 Issuing orders waiving for good cause the applicability of any provision
or provisions of the Act in the circumstances described in such orders in the exercise of
the Authority’s discretion.
3.3.22 Exercising all incidental powers necessary to carry out the purposes of
this Act.
3.4
Reporting to Crow Tribe Legislature and Executive Branch.
3.4.1 The Authority shall quarterly file a report with the Crow Tribe Legislature
and Executive Branch summarizing the Authority’s activity during the prior quarter and
make such comments as it deems necessary to keep the Crow Tribe Legislature and
Executive Branch fully informed as to the status of the Authority’s activities, including
reporting on all fees received by the Authority.
3.4.2 The Authority shall deliver an annual report to the Crow Tribe Legislature
and Executive Branch containing a summary of all Authority activities during the prior
year.
ARTICLE 4
LICENSING
4.1
Lender License Required. Prior to offering or extending Credit, a Crow Tribe
Enterprise shall apply for and receive a Lender License with an appropriate endorsement for either
Consumer Credit, Commercial Credit or both Consumer Credit and Commercial Credit. No Person
other than a Lender Licensee with a current valid Lender License may offer or extend Credit.
4.2
Vendor License Required.
4.2.1 Every Vendor shall apply for and receive a Vendor License to provide
designated services to one or more Lender Licensees. Except as set forth in this Section
4.2, no Person shall act as a Vendor to a Lender Licensee or otherwise provide services
to a Lender Licensee without a current valid Vendor License issued by the Authority to
provide such services, unless a waiver has been granted by the Authority for good cause,
including but not limited to the threshold exception established in Section 4.2.2.
4.2.2 A Person that provides or receives, or is likely to provide or receive, at
least $50,000 in any rolling twelve-month period from Lender Licensees in exchange for
providing services directly or indirectly to Lender Licensees providing Credit subject to
this Act shall have a current valid Vendor License issued by the Authority, unless a
waiver has been granted by the Authority for good cause.
4.2.3 Every Person that directly or indirectly extends financing to Lender
Licensees shall have a current and valid Vendor License issued by the Authority, unless
a waiver has been granted by the Authority for good cause.
4.3
Applications. Any applicant applying for a License shall complete and submit an
application in the form prescribed by the Authority and pay such fees as determined by the
Authority from time to time. At a minimum, each application shall contain:
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4.3.1 The applicant’s full legal name, and any other names by which the
applicant is or has been known (including trade names and fictitious names).
4.3.2 The direct and indirect ownership, directors, managers and partners and
senior management of the applicant, as applicable.
4.3.3 The name and address of the registered agent who will accept service from
the Authority on behalf of the applicant if a License is issued.
4.3.4
A sworn statement that:
(a)
the information contained in the application is true and correct to the best
of the applicant’s knowledge;
(b)
if the License applied for is issued, the applicant will abide by the Act;
and
(c)
if the applicant is a Crow Tribe Enterprise, the applicant is wholly-owned
and controlled by the Tribe.
4.3.5 A copy of the applicant’s articles of incorporation, organization or other
similar formation documents.
4.3.6 A Certificate of Good Standing issued by the jurisdiction of the
applicant’s incorporation, organization or formation.
4.3.7 Personal history statements for each director, manager and partner and
senior management of the applicant, as applicable.
4.3.8
The application fee.
4.4
Review and Issuance of License. The Authority shall review each application for a
License. The Authority may issue a License if the Authority determines that the applicant meets
all requirements for a License and that issuance of a License is in the best interests of the Tribe. A
License shall be valid for a period of two years from the date of issuance unless earlier suspended
or revoked by the Authority. Issuance of a License is a privilege, not a right, and the decision to
issue any License rests in the sole discretion of the Authority and may not be appealed by the
applicant.
4.5
Scope of Licenses.
4.5.1 Each Lender License shall include an endorsement designating the
authority of the Lender to make only Consumer Credit, only Commercial Credit or both
Consumer Credit and Commercial Credit.
4.5.2 Each Vendor License shall include an endorsement designating the
specific services to be provided by the Vendor.
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4.5.3 Any Licensee that desires to modify the scope of its License shall apply
for a modification of its License in the form prescribed by the Authority and pay such
fees as determined by the Authority from time to time.
4.6
Records. The Authority shall maintain, on a confidential basis and not subject to
public disclosure, all applicants’ files, including all applications and all information submitted with
such License application, for no less than 3 years from date that an applicant: (a) ceased to hold a
License, (b) withdrew its application, or (c) was denied a License, as applicable. Records may be
retained by the Authority in a digital format that can be reproduced.
4.7
License Denial, Suspension or Revocation of License.
4.7.1
Denial; Suspension or Revocation. The Authority shall deny an
application for a License or suspend or revoke a License if the Authority determines
that an applicant or Licensee is not qualified. The Authority may deem an applicant
or Licensee to be unqualified, if the applicant or Licensee:
(a)
Has engaged in activities that require a License under this Act without
having a valid current License to engage in such activities, or has engaged in
activities that are in contravention of or beyond the scope of a License;
(b)
Includes a director, manager, senior officer or direct or indirect equity
owner that the Authority determines is not honest or truthful or does not possess
good character;
(c)
Has made a material misstatement or omission on the application or on any
document filed with the Authority;
(d)
Has withheld or provided incomplete or insufficient pertinent information
to the Authority;
(e)
Has failed to timely pay any application, License or renewal fee;
(f)
Has engaged in conduct that presented undue risk to or was harmful to
Borrowers;
(g)
Has had an unacceptable number of Borrower complaints or failed to
investigate and effectively remediate such Borrower complaints;
(h)
Has been subject to legal or regulatory action by a federal or state regulator;
(i)
Has been subject to litigation claims by a Borrower;
(j)
Has violated or aided, abetted or conspired with another Person, or caused
any Person to violate this Act or any regulations issued by the Authority, or
otherwise participated in a violation of this Act or any regulations issued by the
Authority;
(k)
Is insolvent;
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(l)
Employs a Person that has been convicted or has entered a plea of no contest
in any jurisdiction of any felony or any other crime involving breach of trust or
dishonesty;
(m)
Has been the subject of a judgment or order in a civil or administrative
action based on fraud, deceit or misrepresentation;
(n)
Employs any Person whom the Licensee knew or should have known was
convicted of fraud, theft or embezzlement;
(o)
Employs any Person whom the Licensee knew or should have known has
violated this Act or any regulations issued by the Authority;
(p)
Has refused to comply with any lawful order, investigation, examination,
inquiry or directive of the Authority;
(q)
Poses a threat to the public interest or the effective regulation of activities
subject to this Act;
(r)
Creates or enhances the danger of unsuitable, unfair, deceptive, abusive or
illegal acts or practices in its conduct of activities subject to this Act;
(s)
Was a previous Licensee pursuant to this Act whose License was suspended
or revoked and not subsequently reinstated; or
(t)
Has engaged or engages in any other activities or displays other qualities
that the Authority deems unqualified for a License.
4.7.2
Procedure for Suspension or Revocation.
(a)
Upon reasonable basis that a circumstance set forth in Section 4.7.1 above
exists, the Authority may either undertake an investigation or examination of the
Licensee, or serve upon such Licensee an order to show cause why the Licensee’s
License should not be suspended or revoked, or why the Licensee should not be
enjoined from conducting business under this Act.
(b)
Such notice shall state the reason for the proposed suspension, revocation
and/or order, and the time and place for the hearing before the Authority.
(c)
Licensee shall have an opportunity to present testimony and cross-examine
opposing witnesses, and to present any other evidence as to why a suspension,
revocation or injunction order should not be issued.
(d)
The hearing shall be governed in all respects in accordance with Crow Tribe
Law and the Authority’s regulations..
(e)
The Authority shall always have authority to act on an emergency basis in
the sole discretion of the Authority to protect the interests of the Crow Tribe under
this Act.
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4.8
Renewal of License. The Authority may approve renewal of a License upon review
of a Licensee’s renewal application and other information requested by the Authority and payment
of a renewal fee as determined by the Authority. The Authority may deny renewal of a License if
the Authority finds that a circumstance set forth in Section 4.7.1 above exists, or that any other
fact or condition exists that, if it had existed at the time of the original application for the License,
would have warranted the Authority to refuse to issue the License. A License is a privilege, not a
right, and the decision to renew a License rests in the sole discretion of the Authority and may not
be appealed by the applicant.
4.9
Revocable Privilege. A License is a revocable privilege to do business within the
jurisdiction of the Authority.
4.10 Transferability of Licenses. Licenses issued by the Authority shall not be
transferable and may only be utilized by the Person in whose name it was issued. Any change in
the direct or indirect ownership or management control of any Licensee shall be deemed a transfer
for purposes of this subsection, and shall not be permitted without the prior written consent of the
Authority.
4.11 Voluntary Surrender of License. Any Licensee registered pursuant to this Act may
voluntarily surrender its License at any time by giving written notice of the surrender to the
Authority.
ARTICLE 5
REQUIREMENTS OF LICENSEES
5.1
Legal Compliance by Licensees. All Licensees shall comply with the provisions of
this Act, and regulations promulgated pursuant to this Act, and all other applicable laws, rules,
and regulations, of the Crow Tribe of Indians..
5.2
Compliance with Principles of Federal Law. Except to the extent specifically
determined otherwise by the Authority, all Lender Licensees providing Consumer Credit and all
Vendors directly or indirectly providing services related to Lender Licensees providing Consumer
Credit shall materially comply with the principles of federal consumer protection laws and
regulations, regardless of whether such laws and regulations apply to the Crow Tribe and the
lending pursuant to this Act, including: the Truth in Lending Act, 15 U.S.C. §§ 1601 et seq., and
implementing Regulation Z, 12 C.F.R. Part 1026; Equal Credit Opportunity Act, 15 U.S.C. §§
1691 et seq., and implementing Regulation B, 12 C.F.R. Part 1002; Electronic Fund Transfer Act,
15 U.S.C. §§ 1693 et seq., and implementing Regulation E, 12 C.F.R. Part 1005; Fair Credit
Reporting Act, 15 U.S.C. §§ 1681 et seq. and implementing Regulation V, 12 C.F.R. Part 1022;
privacy provisions of Title V of the Gramm-Leach-Bliley Act, 15 U.S.C. §§ 6801 et seq., and
implementing Regulation P, 12 C.F.R. Part 1016, and implementing regulations at 16 C.F.R. Part
314; Fair Debt Collection Practices Act, 15 U.S.C. §§ 1692 et seq., and implementing Regulation
F, 12 C.F.R. Part 1006; Payday, Vehicle Title, and Certain High-Cost Installment Loans Rule, 12
C.F.R. Part 1041; Military Lending Act, 10 U.S.C § 987, and implementing regulations at 32
C.F.R. Part 232; Servicemembers’ Civil Relief Act, 50 U.S.C. §§ 3901 et seq.; Electronic
Signatures in Global and National Commerce Act, 15 USC §§ 7001 et seq.; Telemarketing Sale
Rule 16 C.F.R. Part 310; Telephone Consumer Protection Act, 42 U.S.C. § 227 and implementing
regulations, 47 C.F.R. §§ 64.1200 et seq.; Controlling the Assault of Non-Solicited Pornography
and Marketing Act (“CAN-SPAM”), 15 U.S.C. §§ 7701 et seq.; the Federal Trade Commission’s
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Credit Practices Trade Regulation Rule, 16 C.F.R. Part 444; limitations on unfair or deceptive acts
or practices under the Federal Trade Commission Act, 15 U.S.C. § 45; unfair, deceptive or abusive
acts or practices under the Consumer Financial Protection Act, 12 U.S.C. §§ 5531 et seq.; any
amendments to the foregoing acts and regulations; and similar or future federal consumer
protection acts or implementing regulations.
5.3
Lending Best Practices. Licensees shall comply with applicable industry best
practices that may be established by recognized industry organizations, as determined and ordered
by the Authority from time to time.
5.4
Prohibited Acts by Licensees. A Licensee shall not:
5.4.1
5.4.2
outstanding;
Engage in any activities in violation of this Act;
Threaten to use or use any criminal process to collect on any amounts
5.4.3 Use any device or agreement which would have the effect of charging or
collecting more fees, charges or interest than allowed by this Act;
5.4.4 Use or cause to be published or disseminated any advertisement that
contains false, misleading or deceptive statements or representations;
5.4.5
Engage in unfair, deceptive or abusive acts or practices;
5.4.6
Engage in fraudulent acts or practices;
5.4.7 Fail to maintain an effective compliance management system that ensures
that the Licensee, its employees, and Vendors comply with this Act, all regulations issued
pursuant to this Act and all requirements applicable to such Licensee;
5.4.8 Fail to promptly report to the Authority any federal, state or tribal
regulatory inquiry or action, including a civil investigative demand, examination notice,
subpoena, enforcement action, complaint, memorandum of understanding or order.
5.5
Books, Accounts and Records, Examinations, Costs.
5.5.1 A Licensee shall electronically maintain all books, accounts, records and
electronic data that the Authority reasonably requires. Each Licensee shall:
(a)
Ensure that the books, accounts, records and electronic data are sufficiently
detailed to demonstrate the Licensee’s compliance with the Act and all
applicable Crow Tribe Laws and the principles of federal laws and
regulations; and
(b)
Maintain the books, accounts, records and electronic data separately from
any other business in which the Licensee is engaged and shall retain the
books, accounts and records for at least three years after final payment or
charge-off of a Borrower’s extension of credit.
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5.5.2 The Authority may examine or cause to be examined each Licensee at
least annually or at such other times as the Authority may require. In conducting such
examination, the Authority may cause the books, accounts, records and electronic data
to be examined to determine if the Licensee has complied with this Act and any
implementing regulations. The Licensee shall pay the reasonable cost of the examination
as may be required by the Authority in accordance with its regulations.
5.6
Annual Reports. Within 90 days of the end of a Licensee’s fiscal year, every
Licensee shall file a confidential annual report with the Authority. Each report shall contain such
information as required by the Authority to determine compliance with this Act.
5.7
Periodic Reports. Licensees deemed by the Authority to conduct substantial
business subject to this Act may also be required to periodically file confidential reports with the
Authority sufficient for the Authority to determine compliance with this Act.
5.8
Audit Requirements for Vendor Licensees. The Authority may also require a
Vendor Licensee to file with the Authority on a confidential basis, together with its annual report
required by Section 5.6 above, a true and correct copy of its internally prepared annual financial
statements in accordance with generally accepted accounting principles; provided, however, for
good cause the Authority may require the Vendor Licensee to provide audited annual financial
statements.
5.9
Audit Requirements for Lender Licensees. Each Lender Licensee shall file with
the Authority on a confidential basis together with its annual report required by Section 5.6 above
or such other time as designated by the Authority, a true and correct copy of its audited annual
financial statements prepared in accordance with generally accepted accounting principles.
ARTICLE 6
CREDIT TRANSACTIONS
6.1
Consumer Credit. A Lender Licensee authorized to provide Consumer Credit can
provide Consumer Credit that is Installment Credit and Revolving Credit in accordance with the
terms and conditions in this Act.
6.1.1
include:
The requirements applicable to Installment Credit that is Consumer Credit
Loan Amount
Minimum Term Length
Maximum Term Length
$300 to $700
90 days
360 days
$701 to $2,500
90 days
720 days
$2,501 to $5,000
180 days
1,080 days
$5,001 to $15,000
240 days
1,440 days
(i)
No single-payment loans are permitted;
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6.1.2
include:
(ii)
Scheduled repayment installments shall be either weekly, biweekly, semi-monthly or monthly;
(iii)
The scheduled amount of each installment shall be substantially
equal and must include accrued interest and a principal balance
reduction; and
(iv)
Borrowers shall be provided with a periodic statement covering each
billing cycle that reflects all payments made during the billing cycle
and all payments to be made in the next billing cycle.
The requirements applicable to Revolving Credit that is Consumer Credit
(i)
Credit limit as agreed between Borrower and Lender Licensee with
minimum of $300 and maximum of $15,000;
(ii)
Minimum payment of at least accrued interest plus 5% of the
outstanding principal balance at the end of the monthly billing cycle;
and
(iii)
Borrowers shall be provided with a periodic statement covering each
monthly billing cycle that reflects all payments made during the
billing cycle and all payments to be made in the next billing cycle.
6.1.3 The requirements applicable to Installment Credit and Revolving Credit
that is Consumer Credit also include:
(i)
Interest shall be calculated on a simple interest daily basis. The
interest rate shall be as agreed between Borrower and Lender
Licensee. The interest rate can be fixed rate or a variable rate based
on a third party published index.
(ii)
No origination fee or other prepaid finance charge may be
contracted for or charged on any Installment Credit loan of $1,000
or less or Revolving Credit with a credit limit of $1,000 or less.
(iii)
No collateral is permitted to secure the loan.
(iv)
Full or partial prepayment shall be permitted at any time without fee
or penalty;
(v)
All other fees and charges are prohibited, except for the listed fees
and charges below:
(a)
Late charge not to exceed 10% of any payment not received
by the Lender Licensee within ten (10) calendar days of its
due date;
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(b)
Dishonored payment fee not to exceed $35 for any payment
rejected by the depository institution on which it was drawn.
If dishonored payment causes that payment to be late,
Lender Licensee may assess a late charge in addition to the
dishonored payment fee;
(c)
An origination fee or other prepaid finance charge may be
contracted for or charged of not greater than:
1. $75 on an Installment Credit loan with an initial principal
balance of $1,001 to $2,500 or Revolving Credit with a
credit limit of $1,001 to $2,500;
2. $125 on an Installment Credit loan with an initial principal
balance of $2,501 to $7,500 or Revolving Credit with a
credit limit of $2,501 to $7,500; or
3. 5% on an Installment Credit loan with an initial principal
balance of $7,501 to $15,000 or Revolving Credit with a
credit limit of $7,501 to $15,000;
(d)
On Revolving Credit, a monthly participation fee may be
assessed in an amount not exceeding $20;
(e)
On Revolving Credit, a draw fee may be assessed on draws
in excess of $40 equal to the lesser of $20 or 10% of the
amount of the draw.
(vi)
A Borrower can obtain one or more additional extensions of
Consumer Credit or refinancing if the Borrower’s existing
Installment Credit or Revolving Credit has an outstanding balance,
provided that Borrower continues to qualify for Consumer Credit by
meeting underwriting criteria.
(vii)
But for accepting a Borrower’s personal check, which is permitted
at the Lender Licensee’s discretion, a Lender Licensee shall permit
the following repayment methods by Borrowers:
(viii)
(a)
Direct payments by money order, cashier’s check, bank bill
pay; or
(b)
Borrower’s preauthorized payments through ACH or debit
card.
A Lender Licensee’s underwriting criteria, process and
methodology must consider Borrower’s ability to make required
payments based on the Borrower’s income or assets, current
obligations and other factors indicative of Borrower’s likely ability
and willingness to make payments as agreed. In meeting this
underwriting requirement, a Lender Licensee may rely upon an
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empirically derived, demonstrably and statistically sound credit
scoring system.
6.1.4 The Authority, in the exercise of its discretion, may issue regulations to
modify or supplement the Consumer Credit requirements in this Section 6.1.
6.2
Commercial Credit: A Lender authorized to provide Commercial Credit may
provide Commercial Credit in the form of Installment Credit or Revolving Credit upon such terms
and conditions as agreed upon by the Borrower and Lender, including interest rate, payment
periods, payment amounts, collateral, and fees and charges.
6.3
Penalty: A Lender Licensee that charges or collects interest or other fees in excess
of the interest rate and fees permitted by this Act and agreed upon by the Borrower and Lender
Licensee shall forfeit all interest and fees.
ARTICLE 7
RESOLVING BORROWER COMPLAINTS AND DISPUTES
7.1
Borrower Complaints. Each Lender Licensee shall maintain and share an electronic
Borrower complaint portal with the Authority. Upon receipt of a Borrower complaint, the Lender
Licensee shall investigate the complaint and provide a response to the Borrower within not more
than thirty (30) days together with payment of refunds or other monetary relief, to the extent
warranted based upon Lender Licensee’s review of the complaint. Copies of all complaints and
responses shall be promptly filed with the Authority through such complaint portal. The contract
between a Lender Licensee and a Borrower shall include a notice providing information for filing
a complaint.
7.2
Crow Tribe Tribal Dispute Resolution Procedure Is Either Binding Arbitration or
Judicial Administrative Resolution by the Authority, appealable to Crow Tribe Tribal Court.
7.2.1 The Tribe desires to provide a neutral and accessible forum for the
expedient resolution of any Borrower disputes and hereby authorizes the Authority to
establish dispute resolution protocols to assist in resolving any dispute related to any
Borrower’s Agreement made by a Lender Licensee under this Act.
7.2.2 Because of the nature of the Credit to be offered by Lender Licensees,
traditional litigation could be cost-prohibitive for Borrowers and inefficient and
impractical to address any Crow Tribe sovereignty issues that might be implicated in any
dispute. The Crow Tribe believes that informal dispute resolution procedures are much
more likely to be cost effective and efficient for Borrowers. Therefore, the Crow Tribe
authorizes any Lender Licensee to include binding arbitration in its Borrower
Agreements. Therefore, the Crow Tribe also hereby vests authorizes the Authority with
quasi-judicial powers to review and resolve any dispute related to any Borrower’s
Agreement made by a Lender Licensee under this Act. These dual authorizations for
arbitration or Crow Tribe administrative and judicial review provide accessible, fair and
expedient avenues for dispute resolution.
7.2.3 Any dispute between a Borrower and a Licensed Lender may be submitted
to the Authority and to any appellate body authorized by the Authority, such as a Crow
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Tribe Board of Lending Dispute Appeals. Any final decision by the Authority or any
appellate review body authorized by the Authority shall be appealable in writing to the
Crow Tribe Tribal Court. Appeals to the Crow Tribe Tribal Court are the final step in
any appellate process any dispute related to any Borrower’s Agreement made by a Lender
Licensee under this Act, except for Borrower’s Agreements that contain a binding
arbitration provision. Any appeal to the Crow Tribe Tribal Court must be submitted in
writing within thirty (30) days of any final decision by the Authority or any appellate
review body authorized by the Authority. The Crow Tribe Tribal Court is empowered to
exercise its judicial powers to finally resolve any such final appeal.
7.3
Disclosure to Borrowers. The Crow Tribe’s and any Lender Licensee’s sovereign
immunity, and the availability of the Crow Tribe Tribal Dispute Resolution Protocol set forth in
this Article 7 to resolve any disputes between a Borrower and a Lender Licensee shall be disclosed
in writing in each Borrower’s Agreement. Likewise, each Borrower’s Agreement shall disclose
that neither the Crow Tribe nor any Lender Licensee is subject to suit or service of process in any
other court or judicial body and that the exclusive means of dispute resolution available to any
Borrower are as set forth in the alternative dispute resolution provisions of this Article 7.
ARTICLE 8
ENFORCEMENT
8.1
Act Violations.
8.1.1 Any Licensee or other Person who violates or fails to comply with any
provision of this Act or who fails to comply with any final order of the Authority may be
charged with a violation and provided with due process as set forth in this Act. If the
Licensee or Person is found to have committed a violation or if an officer or agent of a
Licensee knowingly or recklessly participates in a material violation of this Act, such
Licensee or Person may be required to pay a civil fine to the Authority not to exceed Five
Thousand Dollars ($5,000) for each violation. Each day during which any such violation
or failure to comply continues may be treated as a separate violation of this Act. A
violation or series of violations related to the same act or omission may be treated by the
Authority, at its discretion, as one violation.
8.1.2 A Licensee found responsible for a violation pursuant to this Act may also
be subject to suspension or revocation of its License.
8.1.3 Further, if it appears to the Administrator that any Person has engaged, is
engaging or is about to engage in any act, practice or transaction that constitutes a
violation of this Act or any rule or order of the Authority, the Authority may issue an
order directing the Person to cease and desist from engaging in the act, practice or
transaction or doing any act in furtherance of the act, practice or transaction, and to take
appropriate affirmative corrective action. An order issued by the Authority under this
section becomes effective at the time of service and remains effective and enforceable
except to the extent that it is stayed, modified, terminated or set aside by the
Administrator or a reviewing judicial body.
8.2
Notice and Opportunity to Cure; Due Process; Notice; Hearings; Examiner. Absent
exigent circumstances or other good cause, the Authority may provide advance notice of its
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intention to charge a Licensee or other Person with a violation of this Act, regulations promulgated
under this Act, or a final order of the Authority, and to order remedies or impose fines or penalties.
The Authority also may permit the Licensee to cure a violation, or allow the Licensee to show
cause as to why the conduct of such Licensee or other Person does not violate the Act, regulations
issued under the Act, or an Authority Order.
8.3
No Hearing, Voluntary Resolution. Whenever it shall appear to the satisfaction of
the Authority that all of the interested parties involved in any dispute or potential violation have
agreed to a resolution of a matter, the Authority may dismiss or approve resolution of the issue, as
appropriate, without a hearing.
8.4
Notice of Hearing. Unless the Authority has provided notice and opportunity to
cure or show cause pursuant to Section 8.2, the Authority shall, within ten (10) days after learning
of the event giving rise to the dispute or potential violation, provide a written notice setting forth,
with specificity, the disputes and/or potential violations to be resolved and the date and time at
which a hearing shall be conducted.
8.5
Hearing. Except as otherwise determined by the Authority, the hearing shall be
scheduled to take place no less than ten (10) and no more than thirty (30) business days after the
notice of hearing is delivered. At the hearing, the affected parties shall be provided the opportunity
to present oral or written testimony to all people interested therein as determined by the Authority.
8.6
Examiner. The Administrator shall act as examiner for the purpose of holding any
hearing, or the Authority may appoint an examiner qualified in the law or possessing knowledge
or expertise in the subject matter of the hearing for the purpose of conducting the hearing. Any
such appointment shall constitute a delegation to such examiner of the powers of the Authority
under this Act to conduct a hearing.
8.7
Decision. The Administrator shall issue a written decision within thirty (30) days
after holding a hearing. If the hearing is not conducted by the Administrator, the examiner
appointed by the Authority pursuant to Section 8.6 shall issue a recommended decision to the
Administrator within thirty (30) days after holding the hearing. In such case, the Administrator
shall review the recommended decision and accept, reject, or modify it within thirty (30) days of
receiving it from the examiner appointed to conduct the hearing. Final decisions of the
Administrator shall contain a concise explanation of the reasons supporting the decision, including
the findings of fact and conclusions of law, be filed with the Authority, and be provided to all
affected parties.
8.8
Appeals. Affected parties may appeal an Authority determination by filing a
written appeal to the Crow Tribe Tribal Court within twenty (20) days of receiving the Authority’s
final written decision. Decisions of the Crow Tribe Tribal Court are only appealable to the Crow
Tribe Court of Appeals and no other courts or bodies.
8.9
Purpose of penalties. The fines and penalties imposed under this Act are intended
to be remedial and not punitive and are designed to compensate the Crow Tribe for the damage
done to the peace, security, economy and general welfare of the Crow Tribe, and to compensate
the Crow Tribe for costs incurred by the Crow Tribe in enforcing this Act.
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8.10 Seizure and forfeiture of property. Property utilized in violation of this Act shall
be subject to seizure and forfeiture by order of the Authority pursuant to such implementing
regulations as the Authority shall promulgate.
8.11 Cumulative fines. All fines accruing under this Act shall be cumulative and an
action for the recovery of one fine shall not bar or affect the recovery of any other fine, or judgment,
penalty, forfeiture or damages nor bar the power of a court of competent jurisdiction to enter an
order of contempt, nor bar any criminal prosecution against any officer, director, agent or
employee of any Licensee, or any other Person.
ARTICLE 9
USE OF PROCEEDS
9.1
Application of Proceeds. The gross proceeds collected by the Crow Tribe from all
licensing of Licensees under this Act and from fines imposed as a result of violations of this Act,
shall be applied in the following order: (a) for the payment of all necessary personnel,
administrative costs and legal fees incurred in the enforcement of this Act; and (b) the remainder
shall be turned over to the Board and expended by the Board for governmental services and
programs of the Crow Tribe in accordance with the requirements of Crow Tribe Law.
ARTICLE 10
MISCELLANEOUS PROVISIONS
10.1 Severability and Savings Clause. If any provision or application of this Act is
determined by judicial review to be invalid, such provision shall be deemed ineffective and void,
but shall not render ineffectual the remaining portions of this Act, which shall remain in full force
and effect.
10.2
Effective Date. This Act shall be effective as of the date first written above.
10.3 Repeal of Prior Acts. Any and all prior resolutions, laws, regulations, acts or Acts
pertaining to the subject matter set forth in this Act are hereby rescinded and repealed in their
entirety.
ARTICLE 11
SOVEREIGN IMMUNITY
Nothing contained in this Act nor any action of the Authority are intended to nor does it in any
way limit, alter, restrict, or waive the Crow Tribe’s or the Authority’s sovereign immunity from
suit, action or service of process. In its role as provided in this Act, the Administrator, examiner
and other Authority employee shall possess sovereign immunity from suit, action and service of
process. The Crow Tribe shall indemnify the Administrator, examiner and other Authority
employees against any and all losses, damages, judgments, interest, settlements, fines, court costs
and other reasonable costs and expenses of legal proceedings including attorneys’ fees and any
other liabilities incurred by, imposed upon or suffered by such individual in connection with or
resulting from any claim, action, suit or proceeding, actual or threatened, arising out of or in
connection with the performance of the respective duties under this Act of such Administrator,
examiners or employees. The immunity and indemnification provided by the Crow Tribe pursuant
to this Article to the Administrator, examiners or Authority employees and agents shall not cover
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any acts or omissions which involve willful or wanton conduct, breach of good faith, intentional
misconduct, or any transaction from which such individual derives an improper personal benefit.
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This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.