BUSINESS AND COMMERCE (2026)

Chapter 24

BUSINESS AND COMMERCE

Article I.

Limited Liability Company Act

Sec. 24-1.

Short title.

Sec. 24-2.

Purpose.

Sec. 24-3.

Definitions.

Sec. 24-4.

Knowledge; notice.

Sec. 24-5.

Nature, purpose, and duration of limited liability company.

Sec. 24-6.

Powers; limitations.

Sec. 24-7.

Governing law.

Sec. 24-8.

Name.

Sec. 24-9.

Operating agreement; scope, function, and limitations.

Sec. 24-10.

Office and agent for service of process.

Sec. 24-11.

Service of process.

Secs. 24-12—24-40. Reserved.

Article II.

Formation and Certificate of Organization

Sec. 24-41.

Formation of limited liability company; certificate of organization.

Sec. 24-42.

Amendment or restatement of certificate of organization.

Sec. 24-43.

Certificate of existence.

Secs. 24-44—24-74. Reserved.

Article III.

Relations of Members and Managers to Persons Dealing

With Limited Liability Company

Sec. 24-75.

No agency power of member as member.

Sec. 24-76.

Liability of members and managers.

Sec. 24-77.

Privileges and immunities.

Sec. 24-78.

Waiver of sovereign immunity.

Secs. 24-79—24-99. Reserved.

Article IV.

Membership, Contributions, Distributions and

Management

Sec. 24-100.

Membership; actions by members.

Sec. 24-101.

Contributions.

Sec. 24-102.

Distributions.

Sec. 24-103.

Limitations on distribution.

Sec. 24-104.

Liability for improper distributions.

Sec. 24-105.

Management of limited liability company.

Sec. 24-106.

Indemnification and insurance.

Sec. 24-107.

Right of members to information.

Sec. 24-108.

Audit.

Secs. 24-109—24-129. Reserved.

Article V.

Transfer of Membership Interest

Sec. 24-130.

Transfer.

Secs. 24-131—24-158. Reserved.

Article VI.

Sec. 24-159.

Supp. No. 2

Dissolution and Winding Up

Events causing dissolution.

CD24:1

COMMUNITY CODE OF ORDINANCES

Sec. 24-160.

Sec. 24-161.

Sec. 24-162.

Sec. 24-163.

Sec. 24-164.

Winding up.

Known claims against dissolved limited liability company.

Other claims against dissolved limited liability company.

Limitations of claims in dissolution.

Distribution of assets in winding up limited liability company's

activities.

Secs. 24-165—24-181. Reserved.

Article VII.

Merger, Conversion, and Domestication

Sec. 24-182.

Sec. 24-183.

Sec. 24-184.

Sec. 24-185.

Sec. 24-186.

Sec. 24-187.

Sec. 24-188.

Sec. 24-189.

Sec. 24-190.

Sec. 24-191.

Sec. 24-192.

Definitions.

Merger.

Plan of merger.

Effect of merger.

Conversion.

Plan of conversion.

Effect of conversion.

Domestication of foreign limited liability company.

Plan of domestication.

Effect of domestication.

Status of limited liability companies upon merger, conversion,

and domestication.

Sec. 24-193.

Domestication in other jurisdiction.

Secs. 24-194—24-220. Reserved.

Article VIII.

Reserved

Secs. 24-221—24-399. Reserved.

Article IX.

Reserved

Secs. 24-400—24-499. Reserved.

Article X.

Sec. 24-500.

Supp. No. 2

Security Interests Under the Arizona Uniform Commercial

Code

Granting of inventory security interests for automotive dealerships.

CD24:2

BUSINESS AND COMMERCE

ARTICLE I. LIMITED LIABILITY

COMPANY ACT

Sec. 24-3. Definitions.

Sec. 24-1. Short title.

This Act may be cited as "the Salt River

Pima-Maricopa Indian Community Limited

Liability Company Act" (the Act).

(Code 1981, § 24-1(a); Code 2012, § 24-1(a); Ord.

No. SRO-352-10, § 23-2-101, 10-14-2009; Ord.

No. SRO-402-2012, § 24-1(a), 5-30-2012; Ord.

No. SRO-558-2023, 3-29-2023)

Sec. 24-2. Purpose.

The purposes of this Act are to:

(1)

Permit the Community Council, on behalf

of the Community and its members, to

form or approve the formation of limited

liability companies wholly and majority

owned by the Community or Communitycontrolled enterprises, so as to provide

for the health, welfare, safety, and

economic well-being of the Community

and its members and to further exercise

the Community's sovereignty;

(2)

Permit the Community Council to approve

the formation of limited liability

companies wholly and majority owned

and controlled by members of the Community;

(3)

Regulate the formation and operation of

limited liability companies; and

(4)

State the intention of the Community

that:

a.

All

Communitycontrolled

companies formed under this Act

possess the same privileges and

immunities of the Community, and

b.

All companies formed under this

Act that are majority owned by

member(s) of the Community are

entitled to the same treatment in

the law as if the Community member

were acting in their personal capacity.

(Code 1981, § 24-1(b); Code 2012, § 24-1(b); Ord.

No. SRO-352-10, § 23-2-101, 10-14-2009; Ord.

No. SRO-402-2012, § 24-1(b), 5-30-2012; Ord.

No. SRO-558-2023, 3-29-2023)

Supp. No. 4

§ 24-3

The following words, terms and phrases, when

used in this chapter, shall have the meanings

ascribed to them in this section, except where

the context clearly indicates a different meaning:

Certificate of organization means the certificate

required by section 24-41. The term "certificate

of organization" includes the certificate as

amended or restated.

Community means the Salt River PimaMaricopa Indian Community, a federally

recognized Indian Community.

Community-controlled enterprise means any

division or subdivision of the Community or any

federally chartered corporation, Communitychartered corporation or limited liability company,

or

other

Community-chartered

entity,

instrumentality, or unincorporated enterprise

that is wholly or majority owned by the Community or by another Community-controlled

enterprise and includes Community-owned entities under section 15.1-26.

Community Council or council means the

governing body of the Community.

Community-controlled company means a

limited liability company formed under this Act

that is wholly or majority owned and controlled

by the Community or a Community-controlled

enterprise.

Community-member company means a limited

liability company formed under this Act that is

wholly or majority owned and controlled by one

or more members of the Community.

Contribution means any benefit provided by a

person to a limited liability company in order to

become a member upon formation of the limited

liability company, or in the person's capacity as a

member and in accordance with the operating

agreement or an agreement among the members

or between the member and the limited liability

company.

Council secretary means the person appointed

by the Community Council to maintain the

records of the Community and perform such

other duties as the Community Council may

CD24:3

§ 24-3

COMMUNITY CODE OF ORDINANCES

prescribe. The council may delegate the duties

prescribed to the council secretary to other Community departments.

Distribution means a transfer of money or

other property from a limited liability company

to a member or other person on account of a

membership interest.

Effective means the effective date specified in

any ordinance, resolution, or other act of the

Community Council, or if no effective date is so

specified, the date on which the ordinance, resolution, or other such act is adopted, ratified, or

approved by the council.

General counsel means the general legal counsel

for the Community.

Limited liability company or company means

an entity formed under this Act.

Manager means a person that, under the

operating agreement of a manager-managed

company, is responsible, alone or in concert with

others, for managing the company as provided in

section 24-105(c).

Manager-managed company means a limited

liability company that is managed by one or

more managers and is designated as managermanaged pursuant to section 24-105(a).

Member means the person holding an ownership interest in a limited liability company and

acting in the capacity as a member of the limited

liability company pursuant to section 24-100.

Person means an individual, corporation, business trust, estate, trust, partnership, limited

liability company, association, joint venture, public

corporation, government or governmental subdivision, agency or instrumentality, or any other

legal or commercial entity.

Principal office means the principal executive

office of a limited liability company, whether or

not the office is located within the reservation.

Record means information that is inscribed on

a tangible medium or that is stored in an

electronic or other medium and is retrievable in

perceivable form.

Reservation means all lands within the exterior

boundary of the Community, now existing or

hereafter acquired by the Community in fee or

trust.

State means a state of the United States; the

District of Columbia; or any territory or insular

possession subject to the jurisdiction of the United

States.

(Code 1981, § 24-2; Code 2012, § 24-2; Ord. No.

SRO-352-10, § 23-2-102, 10-14-2009; Ord. No.

SRO-402-2012, § 24-2, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

Sec. 24-4. Knowledge; notice.

(a) A person knows a fact when the person

has:

Member-managed company means a limited

liability company that is not a manager-managed company.

(1)

Actual knowledge of it;

(2)

Received a notification of the fact; or

Membership interest means the right to obtain

distributions from a limited liability company

and such other rights of ownership in the company,

as may be accorded by this Act or the operating

agreement.

(3)

Reason to know the fact exists from all of

the facts known to the person at the time

in question.

Operating agreement means a written statement, declaration, or agreement, whether or not

referred to as an operating agreement, governing the affairs of the company and the conduct of

its business. The term "operating agreement"

includes the agreement as amended or restated.

Supp. No. 4

(b) A person notifies another of a fact by

taking steps reasonably required to inform the

other person in ordinary course, whether or not

the other person knows the fact.

(Code 1981, § 24-3; Code 2012, § 24-3; Ord. No.

SRO-352-10, § 23-2-103, 10-14-2009; Ord. No.

SRO-402-2012, § 24-3, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

CD24:4

BUSINESS AND COMMERCE

Sec. 24-5. Nature, purpose, and duration

of limited liability company.

(a) A limited liability company is an entity

distinct from its members.

(6)

Make distributions to the members or

the persons entitled thereto, pursuant to

section 24-102;

(7)

Borrow and lend money for company

purposes, invest and reinvest its funds,

and receive, hold, or pledge real property

and personal property as security for

repayment;

(8)

Carry on its operations, have offices, and

exercise the powers granted by this Act,

within or without the reservation;

(9)

Appoint officers, employees, and agents

of the limited liability company, define

their duties, and fix their compensation;

(b) A limited liability company may have any

lawful purpose, regardless of whether for profit.

(c) A limited liability company has perpetual

duration, unless otherwise stated in the company's

certificate of organization.

(Code 1981, § 24-4; Code 2012, § 24-4; Ord. No.

SRO-352-10, § 23-2-104, 10-14-2009; Ord. No.

SRO-402-2012, § 24-4, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

Sec. 24-6. Powers; limitations.

(10) Pay pensions and establish pension plans,

pension trusts, profit sharing plans, bonus

plans, option plans, and other bene- fits

or incentive plans for any or all of its

current or former officers, employees and

agents;

(a) A limited liability company may conduct

or promote business and other activities, for any

lawful purpose, subject to any law of the Community governing or regulating such activities,

including but not limited to the power to:

(1)

(2)

(3)

Subject to sections 24-77 and 24-78, sue

and be sued, and defend in its name;

(11) Make donations for the public welfare or

for charitable, scientific or educational

purposes;

Acquire, lease, license, manage, improve,

encumber, dispose of, and otherwise deal

in and with real property or tangible or

intangible personal property, or any legal

or equitable interest in property, wherever

located;

Be a shareholder, member, manager,

partner, trustee, or associate of any

corporation, limited liability company,

partnership, joint venture, trust, or other

entity, or acquire, encumber, or dispose of

shares or other interests in or obligations

of any other entity or organization; for

Community-controlled companies, either

council approval or approval as authorized

in the operating agreement is required

for these section 24-6(a)(3) actions;

(4)

Apply for, purchase or acquire by assignment, transfer or otherwise, and exercise,

carry out and enjoy any license, power,

authority, franchise, concession, right or

privilege;

(5)

Enter into and make contracts of every

kind and nature with any person;

Supp. No. 4

§ 24-6

(12) Indemnify a member, manager, employee,

officer or agent or any other person; and

(13) Do any other act, not inconsistent with

law, that furthers the business of the

limited liability company.

(b) Unless otherwise expressly authorized by

resolution of the Community Council, and subject

to applicable federal and tribal law and any

additional limitations set forth in the certificate

of organization or operating agreement of the

limited liability company, a limited liability

company shall have no power to:

CD24:5

(1)

Expressly, impliedly, or otherwise through

its status or activities, waive the sovereign

immunity of the Community or the Community's agents, employees, or officials,

or otherwise subject the Community to

debts, liabilities, other obligations, or

claims arising from contract, tort, statute,

regulations, licensing, taxation, or any

other source;

§ 24-6

COMMUNITY CODE OF ORDINANCES

(2)

Expressly, impliedly, or otherwise enter

into any agreement of any kind on behalf

of the Community;

(3)

Pledge the credit of the Community;

(4)

Sell, mortgage, grant a security interest

in, or otherwise dispose of or encumber

any real or personal property of the

Community, except that a limited liability

company may be granted the power to

encumber real property pursuant to the

terms of any written lease agreement

between the Community and the company;

(5)

Waive any right of or release any obligation owed to the Community; or

distinguishable from the name of any Communitycontrolled enterprise. Community-controlled

company and Community-member company.

(Code 1981, § 24-8; Code 2012, § 24-8; Ord. No.

SRO-352-10, § 23-2-108, 10-14-2009; Ord. No.

SRO-402-2012, § 24-8, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

Sec. 24-9. Operating agreement; scope,

function, and limitations.

(a) Unless otherwise provided in the certificate

of organization or the operating agreement, an

operating agreement may be adopted, and may

be repealed or amended, by:

(6)

Waive any other right, privilege or

immunity of the Community.

(Code 1981, § 24-5; Code 2012, § 24-5; Ord. No.

SRO-352-10, § 23-2-105, 10-14-2009; Ord. No.

SRO-402-2012, § 24-5, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

(1)

Community-controlled companies. Unless

the operating agreement provides

otherwise:

a.

The council, by resolution, ordinance,

proclamation or otherwise;

Sec. 24-7. Governing law.

b.

The law of the Community governs the internal

affairs of a limited liability company and matters

relating to the activities of the company, but the

members may agree to other applicable law to

supplement or replace the Community law in an

operating agreement unless prohibited by section 24-9(d).

(Code 1981, § 24-6; Code 2012, § 24-6; Ord. No.

SRO-352-10, § 23-2-106, 10-14-2009; Ord. No.

SRO-402-2012, § 24-6, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

The governing board or an

authorized agent or representative

of

a

Community-controlled

enterprise, in its capacity as a

member of a limited liability

company, if such person has been

authorized by the Community

Council, in the certificate of organization, operating agreement or

otherwise, to adopt, repeal, or amend

the operating agreement; or

c.

A manager of a limited liability

company, if the manager has been

authorized by the Community

Council, in the certificate of organization, operating agreement, or

otherwise, to adopt, repeal or amend

the operating agreement.

Sec. 24-8. Name.

(a) The name of a limited liability company

must contain the words "limited liability company"

or "limited company" or the abbreviation "L.L.C.,"

"LLC," "L.C." or "LC." "Limited" may be abbreviated as "Ltd." and "company" may be abbreviated as "Co."

(b) The name of a limited liability company

must be distinguishable from the name of each

person that is not an individual and that is

incorporated, organized, or authorized to transact

business within the reservation, and must be

Supp. No. 4

(2)

Community-member companies. All

members of the company or as otherwise

provided in the operating agreement.

(b) An operating agreement may contain any

provision that is not otherwise contrary to law

that relates to the business of the limited liability

company, the conduct of its affairs, its rights,

CD24:6

BUSINESS AND COMMERCE

duties or powers and the rights, duties or powers

of its members, managers, officers, employees or

agents including:

(1)

(2)

Whether the management of the limited

liability company is vested in one or

more managers and, if so, the powers to

be exercised by managers;

With respect to any matter requiring a

vote, approval or consent of members or

managers, provisions relating to notice of

the time, place and purpose of any meeting at which the matter is to be voted on,

waiver of notice, action by consent without a meeting, the establishment of a

record date, quorum requirements, or

any other matter concerning the exercise

of any voting or approval rights;

(3)

Obligations to make contributions to,

and rights to receive distributions from,

the limited liability company;

(4)

Subject to section 24-130, restrictions on

the transfer of a membership interest;

(5)

Any matter relating to the exercise of the

powers set forth in section 24-6(a), or

other powers of the limited liability

company.

(c) Except as otherwise provided in subsection (d) of this section, and unless a provision in

this Act expressly states that a matter may not

be altered by an operating agreement, the operating agreement governs and takes precedence

over any differing or contrary provision in this

Act. If a matter is under the authority of the

council under this Act, any alteration of that

council authority in an operating agreement or

otherwise must be approved by the council.

(d) Unless otherwise provided in the certificate

of organization, without the expressed approval

of the council in a resolution, an operating

agreement may not:

(1)

Alter or modify the provisions of sections

24-6(a)(1), 24-77 and 24-78, relating to a

Community-controlled company's capacity to sue and be sued in its own name

and the Community-controlled company's

privileges and immunities;

Supp. No. 4

§ 24-10

(2)

Vary the limitations set forth in section

24-6(b) dealing with limitations of powers

with respect to the Community; provided,

however, the operating agreement may

include additional limitations, restrictions, and conditions;

(3)

Vary the law applicable under section

24-6;

(4)

Vary the limitations set forth in section

24-76, relating to the liability of members

and managers;

(5)

Unreasonably restrict the duties and

rights stated in section 24-107 relating to

the rights of members to information;

and

(6)

Vary the requirement to wind up a limited

liability company's business as specified

in subsections 24-160(a) and (b)(1).

(Code 1981, § 24-11; Code 2012, § 24-10; Ord. No.

SRO-352-10, § 23-2-110, 10-14-2009; Ord. No.

SRO-402-2012, § 24-10, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

Sec. 24-10. Office and agent for service of

process.

(a) Community-controlled companies. Unless

otherwise stated in the certificate of organization or operating agreement, the general counsel

is the agent for service of process for each and

every Community-controlled company formed

under this Act, and as such, is the agent for

service of any process, notice, or demand required

or permitted by law to be served on the company.

(b) Community-member companies. Community-member companies shall designate an

agent for services of process for service of any

process, notice or demand required or permitted

by law to be serviced on the company, and shall

provide that information to the council secretary

of the Community, which shall be available to

the public.

(Code 1981, § 24-13; Code 2012, § 24-13; Ord. No.

SRO-352-10, § 23-2-113, 10-14-2009; Ord. No.

SRO-402-2012, § 24-13, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

CD24:7

§ 24-11

COMMUNITY CODE OF ORDINANCES

Sec. 24-11. Service of process.

Service of any process, notice, or demand on

the agent for service of process for a limited

liability company may be made by delivering to

the agent an original or copy of the process,

notice, or demand.

(Code 1981, § 24-16; Code 2012, § 24-16; Ord. No.

SRO-352-10, § 23-2-116, 10-14-2009; Ord. No.

SRO-402-2012, § 24-16, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

Sec. 24-42. Amendment or restatement of

certificate of organization.

(a) A certificate of organization may be

amended or restated at any time by a resolution

of the Community Council as follows:

(1)

For Community-controlled companies:

Upon the request of the Communitycontrolled company or by the Community

Council.

(2)

For Community-member companies: Upon

the request of the Community-member

controlled company.

Secs. 24-12—24-40. Reserved.

ARTICLE II. FORMATION AND

CERTIFICATE OF ORGANIZATION

Sec. 24-41. Formation of limited liability

company; certificate of

organization.

(a) The Community Council may form or

approve the formation of a limited liability

company by adopting or approving a certificate

of organization for the company. A limited liability

company is formed as of the date the council

adopts or approves the certificate of organization, unless the council specifies some other

effective date or some other event or occurrence

required for the formation of the company.

(b) A certificate of organization must state:

(1)

(b) An amendment to or restatement of a

certificate of organization is effective upon

approval by the Community Council, unless the

Community Council specifies some other effective date.

(Code 1981, § 24-22; Code 2012, § 24-22; Ord. No.

SRO-352-10, § 23-2-202, 10-14-2009; Ord. No.

SRO-402-2012, § 24-22, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

Sec. 24-43. Certificate of existence.

(a) Upon written request and payment of any

requisite fee, the council secretary may furnish

to any person a certificate of existence with

respect to a limited liability company if the

records of the Community show that the company

has been formed under this Act and has not been

dissolved or terminated pursuant to this Act.

The name of the limited liability company,

which must comply with section 24-8;

(b) A certificate of existence must state:

(1)

The company's name;

(2)

The name of the member or members;

and

(2)

(3)

The street and mailing addresses of the

initial principal office and the name and

street and mailing addresses of the initial

agent for service of process of the company.

That the company was duly formed under

the laws of the Community, and the date

of formation; and

(3)

Whether the company has been dissolved

or terminated.

(c) A certificate or organization may also

include any other provision consistent with law,

including any provision that may be set forth in

an operating agreement.

(Code 1981, § 24-21; Code 2012, § 24-21; Ord. No.

SRO-352-10, § 23-2-201, 10-14-2009; Ord. No.

SRO-402-2012, § 24-21, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

Supp. No. 4

(c) Subject to any qualification stated in the

certificate, a certificate of existence issued by the

council secretary is conclusive evidence that the

limited liability company is in existence and has

been formed under this Act.

(Code 1981, § 24-28; Code 2012, § 24-28; Ord. No.

SRO-352-10, § 23-2-208, 10-14-2009; Ord. No.

SRO-402-2012, § 24-28, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

CD24:8

BUSINESS AND COMMERCE

Sec. 24-77. Privileges and immunities.

Secs. 24-44—24-74. Reserved.

ARTICLE III. RELATIONS OF MEMBERS

AND MANAGERS TO PERSONS DEALING

WITH LIMITED LIABILITY COMPANY

The following apply to Community-controlled

companies established under this Act:

(1)

The limited liability company is an

instrumentality of the Community, created for carrying out the authorities and

responsibilities of the Community for

economic development and for the benefit

and advancement of Community members;

(2)

The limited liability company is entitled

to all of the privileges and immunities of

the Community, including but not limited

to immunities from suit in federal, state

and tribal courts and from federal, state,

and local taxation or regulation, except

as may be otherwise provided in section

24-78; and

Sec. 24-75. No agency power of member as

member.

A member is not an agent of a limited liability

company solely by reason of being a member.

(Code 1981, § 24-31; Code 2012, § 24-31; Ord. No.

SRO-352-10, § 23-2-301, 10-14-2009; Ord. No.

SRO-402-2012, § 24-31, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

Sec. 24-76. Liability of members and

managers.

(3)

(a) The debts, obligations, or other liabilities

of a limited liability company, whether arising in

contract, tort, or otherwise:

(1)

Are solely the debts, obligations, or other

liabilities of the limited liability company,

subject to sections 24-77 and 24-78; and

(2)

Do not become the debts, obligations, or

other liabilities of a member or manager

solely by reason of the member acting as

a member or manager acting as a

manager.

(b) The failure of a limited liability company

to observe any particular formalities relating to

the exercise of its powers or management of its

activities is not a ground for imposing liability on

the members or managers for the debts, obligations, or other liabilities of the company.

The managers, officers, employees, and

agents of the limited liability company,

acting in their official capacities as managers, officers, employees, and agents, are

entitled to all of the privileges and

immunities that may apply to the Community's officers, employees, and agents.

(Code 1981, § 24-35; Code 2012, § 24-35; Ord. No.

SRO-352-10, § 23-2-305, 10-14-2009; Ord. No.

SRO-402-2012, § 24-35, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

Sec. 24-78. Waiver of sovereign immunity.

(a) A Community-controlled company's

immunity from suit may only be waived as

follows:

(c) A member or manager does not waive its

immunity from suit solely by reason of being a

member or manager, or by reason of the member

acting as a member or manager acting as a

manager.

(Code 1981, § 24-34; Code 2012, § 24-34; Ord. No.

SRO-352-10, § 23-2-304, 10-14-2009; Ord. No.

SRO-402-2012, § 24-34, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

Supp. No. 4

§ 24-78

CD24:9

(1)

The Community Council may at any time

expressly waive the company's immunity

from suit by written waiver, subject to

the terms, conditions and limitations set

forth in the written waiver.

(2)

The Community Council may adopt or

approve a provision in the certificate of

organization or operating agreement

expressly authorizing a limited liability

company, or a Community-controlled

enterprise in its capacity as a member or

manager of a company, to specifically

grant a written limited waiver of the

company's immunity from suit, subject to

§ 24-78

COMMUNITY CODE OF ORDINANCES

the terms, conditions and limitations set

forth in subsection (b) of this section, or

any such terms, conditions and limitations as may be set forth in the certificate

of organization or operating agreement

authorizing such written waiver of the

company's immunity.

Community or any other Communitycontrolled enterprise based on any action,

adjudication or other determination of

liability of any nature incurred by the

company.

(4)

(b) The following terms, conditions, and limitations apply to all waivers of sovereign immunity

as permitted under subsection (a)(2) of this

section:

(1)

(2)

(3)

The waiver must be in writing and must

identify the party or parties for whose

benefit the waiver is granted, the transaction or transactions and the claims or

classes of claims for which the waiver is

granted, the property of the company

which may be subject to execution to

satisfy any judgment which may be

entered in the claim, and shall state

whether the company consents to suit in

court or to arbitration, mediation, or

other alternative dispute resolution

mechanism, or some combination thereof,

and if consenting to suit in court, identify

the court or courts in which suit against

the company may be brought, or the

requirements and procedures for initiating mediation or arbitration, if applicable.

Any waiver shall be limited to claims

arising from the acts or omissions of the

company, its managers, employees, or

agents, and shall be construed only to

affect the property and income of the

company.

Nothing in this Act, and no waiver of

immunity of a limited liability company

pursuant to this section, shall be construed

as a waiver of the sovereign immunity of

the Community or any other Communitycontrolled enterprise, and no such waiver

of a limited liability company shall create

any liability on the part of the Community or any other Communitycontrolled enterprise for the debts and

obligations of the company, or shall be

construed as a consent to the encumbrance

or attachment of any property of the

Supp. No. 4

The immunity of a company shall not

extend to actions against the company

brought by the Community, or by a Community-controlled enterprise in its capacity as a member or manager of a company,

pursuant to this Act or the operating

agreement.

(5)

Any waiver shall comply with any such

additional requirements as may be set

forth in the certificate of organization,

the operating agreement, or a resolution,

ordinance, or other proclamation duly

adopted by the Community Council.

(Code 1981, § 24-36; Code 2012, § 24-36; Ord. No.

SRO-352-10, § 23-2-306, 10-14-2009; Ord. No.

SRO-402-2012, § 24-36, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

Secs. 24-79—24-99. Reserved.

ARTICLE IV. MEMBERSHIP,

CONTRIBUTIONS, DISTRIBUTIONS AND

MANAGEMENT

Sec. 24-100. Membership; actions by

members.

(a) The majority of the membership interest

in any Community-controlled company formed

under this Act shall be held by the Community, a

Community-controlled enterprise, or a combination of both on behalf of and for the benefit of the

Community as a whole. No individual member of

the Community shall have any personal ownership interest in any Community-controlled

company, by virtue of such person's status as a

member of the Community or as an officer of the

Community. Any persons may hold minority

interests in Community-controlled companies created under this Act if specified in the company's

certificate of organization or operating agreement.

CD24:10

BUSINESS AND COMMERCE

(b) Any action which the Community is

required or permitted to take as a member of a

limited liability company with respect to any

vote, approval, consent, appointment, direction,

or other matter shall be taken in accordance

with a council resolution, unless a different

procedure is specified in the company's certificate

of organization or operating agreement.

(c) If approved by the Community Council, a

member or members of the Community may

form a Community-member company under this

Act so long as the member or members control

the company and is(are) the majority owner(s) of

the company.

§ 24-104

Sec. 24-102. Distributions.

A limited liability company shall make distributions to the members or the persons entitled

thereto as specified in the operating agreement,

except that a limited liability company may

retain reserves necessary to carry on the

company's business in a reasonably prudent

manner, subject to further limitations set forth

in section 24-103 and in the operating agreement.

(Code 1981, § 24-43; Code 2012, § 24-43; Ord. No.

SRO-352-10, § 23-2-403, 10-14-2009; Ord. No.

SRO-402-2012, § 24-43, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

Sec. 24-103. Limitations on distribution.

(d) Any action which a Community-controlled

enterprise is required or permitted to take as a

member or manager of a limited liability company

with respect to any vote, approval, consent,

appointment, direction, or other matter shall be

taken by the governing board of the Communitycontrolled enterprise in accordance with the

procedures set forth in the governing documents

or governing law of that enterprise, unless a

different procedure is specified in the company's

certificate of organization or operating agreement.

(Code 1981, § 24-41; Code 2012, § 24-41; Ord. No.

SRO-352-10, § 23-2-401, 10-14-2009; Ord. No.

SRO-402-2012, § 24-41, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

Sec. 24-101. Contributions.

(a) A person is not required to make a contribution to the limited liability company in order to

become a member of the company.

(b) A contribution may consist of tangible or

intangible property or other benefit to a limited

liability company, including money, services

performed, promissory notes, other agreements

to contribute money or property, and contracts

for services to be performed.

(Code 1981, § 24-42; Code 2012, § 24-42; Ord. No.

SRO-352-10, § 23-2-402, 10-14-2009; Ord. No.

SRO-402-2012, § 24-42, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

Supp. No. 4

(a) A limited liability company may not make

a distribution if after the distribution:

(1)

The company would not be able to pay its

debts as they become due in the ordinary

course of the company's activities; or

(2)

The company's total assets would be less

than the sum of its total liabilities plus

the amount that would be needed, if the

company were to be dissolved, wound up,

and terminated at the time of the distribution, to satisfy the preferential rights

upon dissolution, winding up, and

termination

of

members

whose

preferential rights are superior to those

of persons receiving the distribution.

(b)

A limited liability company may base a

determination that a distribution is not

prohibited under subsection (a) of this

section on financial statements prepared

on the basis of accounting practices and

principles that are reasonable in the

circumstances or on a fair valuation or

other method that is reasonable under

the circumstances.

(Code 1981, § 24-45; Code 2012, § 24-45; Ord. No.

SRO-352-10, § 23-2-405, 10-14-2009; Ord. No.

SRO-402-2012, § 24-45, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

Sec. 24-104. Liability for improper

distributions.

A person that receives a distribution knowing

that the distribution to that person was made in

CD24:11

§ 24-104

COMMUNITY CODE OF ORDINANCES

violation of section 24-103 is personally liable to

the limited liability company but only to the

extent that the distribution received by the person exceeded the amount that could have been

properly paid under section 24-103.

(Code 1981, § 24-46; Code 2012, § 24-46; Ord. No.

SRO-352-10, § 23-2-406, 10-14-2009; Ord. No.

SRO-402-2012, § 24-46, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

(b) In a member-managed company:

(1)

The management and conduct of the

company are vested in the members.

(2)

An act outside the ordinary course of the

activities of the company may be

undertaken only with the consent of the

members.

(3)

The operating agreement may be amended

only with the consent of the members.

(c) In a manager-managed company:

(1)

Except as otherwise expressly provided

in this Act or the operating agreement,

any matter relating to the activities of

the company is decided exclusively by

the managers.

(2)

Unless otherwise provided in the operating agreement, the consent of the members

is required to:

a.

Sell, lease, exchange or otherwise

dispose of all, or substantially all, of

the company's property, with or

without the good will, outside the

ordinary course of the company's

activities;

b.

Approve a merger, conversion, or

domestication under this Act;

Supp. No. 4

Undertake any other act outside

the ordinary course of the company's

activities; and

d.

Amend the operating agreement.

(3)

A manager may be chosen at any time by

the consent of the members and remains

a manager until a successor has been

chosen, unless the manager at an earlier

time resigns, is removed, or dies, or, in

the case of a manager that is not an

individual, terminates. A manager may

be removed at any time by the consent of

a majority of the members without notice

or cause.

(4)

A manager may be any person or group

of persons, including an individual or a

group of individuals acting as a management board, or a Community-controlled

enterprise. A person need not be a member

to be a manager.

Sec. 24-105. Management of limited

liability company.

(a) A limited liability company is a membermanaged company unless the certificate of

organization or operating agreement expressly

provides that the company is or will be "managermanaged" or "managed by managers," or that

management is "vested in managers" or includes

words of similar import.

c.

(d) The dissolution of a limited liability

company does not affect the applicability of this

section.

(Code 1981, § 24-47; Code 2012, § 24-47; Ord. No.

SRO-352-10, § 23-2-407, 10-14-2009; Ord. No.

SRO-402-2012, § 24-47, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

Sec. 24-106. Indemnification and insurance.

(a) A limited liability company shall reimburse

for any payment made and indemnify for any

debt, obligation, or other liability incurred by a

member of a member-managed company or the

manager of a manager-managed company in the

course of the member's or manager's activities on

behalf of the company.

(b) A limited liability company may purchase

and maintain insurance on behalf of a member

or manager of the company against liability

asserted against or incurred by the member or

manager in that capacity for actions taken in

good faith or arising from such status.

(Code 1981, § 24-48; Code 2012, § 24-48; Ord. No.

SRO-352-10, § 23-2-408, 10-14-2009; Ord. No.

SRO-402-2012, § 24-48, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

CD24:12

BUSINESS AND COMMERCE

Sec. 24-107. Right of members to information.

(a) On reasonable notice, a member may

inspect and copy during regular business hours,

at a reasonable location specified by the company,

any record maintained by the company regarding the company's activities, financial condition,

and other circumstances, to the extent the

information is material to the member's rights

and duties under the operating agreement or

this Act.

(b) The company shall furnish to each member:

(1)

Without demand, any information

concerning the company's activities,

financial

condition,

and

other

circumstances which the company knows

and is material to the proper exercise of

the member's rights and duties under

the operating agreement or this Act,

except to the extent the company can

establish that it reasonably believes the

member already knows the information;

and

(2)

On demand, any other information

concerning the company's activities,

financial

condition,

and

other

circumstances, except to the extent the

demand or information demanded is

unreasonable or otherwise improper under

the circumstances.

(c) A member may exercise rights under this

section through an authorized officer or agent.

Any restriction or condition imposed by the

operating agreement or under subsection (d) of

this section applies both to the authorized officer

or agent and the members.

(d) In addition to any restriction or condition

stated in its operating agreement, a limited

liability company, as a matter within the ordinary

course of its activities, may impose reasonable

restrictions and conditions on access to and use

of information to be furnished under this section,

including designating information confidential

and imposing nondisclosure and safeguarding

obligations on the recipient. In a dispute concern-

Supp. No. 4

§ 24-158

ing the reasonableness of a restriction under this

subsection, the company has the burden of proving reasonableness.

(Code 1981, § 24-50; Code 2012, § 24-50; Ord. No.

SRO-352-10, § 23-2-410, 10-14-2009; Ord. No.

SRO-402-2012, § 24-50, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

Sec. 24-108. Audit.

In addition to any member inspection rights

provided in section 24-107 or the operating

agreement, the Community may at any time, by

resolution adopted by the Community Council,

require that any Community-controlled company

be audited by an independent auditor hired by

the Community, who shall have the absolute

right to require access to all of the company's

records and documents necessary for such an

audit.

(Code 1981, § 24-51; Code 2012, § 24-51; Ord. No.

SRO-352-10, § 23-2-411, 10-14-2009; Ord. No.

SRO-402-2012, § 24-51, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

Secs. 24-109—24-129. Reserved.

ARTICLE V. TRANSFER OF

MEMBERSHIP INTEREST

Sec. 24-130. Transfer.

No membership interest in any Communitycontrolled company may be alienated, through

sale, transfer, merger, conversion, or otherwise,

except as specifically authorized by resolution

approved by the council or if such power is

delegated to a Community-controlled enterprise,

the board or other decision maker of that Community-controlled enterprise.

(Code 1981, § 24-61; Code 2012, § 24-61; Ord. No.

SRO-352-10, § 23-2-501, 10-14-2009; Ord. No.

SRO-402-2012, § 24-61, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

Secs. 24-131—24-158. Reserved.

CD24:13

§ 24-159

COMMUNITY CODE OF ORDINANCES

is delegated to a Communitycontrolled enterprise, the board or

other decision maker of that Community-controlled enterprise;

ARTICLE VI. DISSOLUTION AND

WINDING UP

Sec. 24-159. Events causing dissolution.

A limited liability company is dissolved, and

its activities must be wound up, upon the occurrence of any of the following:

(1)

(2)

An event or circumstance that the operating agreement states causes dissolution;

The consent of the members; or

(3)

For a Community-controlled company, a

resolution or other such act of the Community Council, or if such power is

delegated to a Community-controlled

enterprise, the board or other decision

maker of that Community-controlled

enterprise.

(Code 1981, § 24-71; Code 2012, § 24-71; Ord. No.

SRO-352-10, § 23-2-701, 10-14-2009; Ord. No.

SRO-402-2012, § 24-71, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

Sec. 24-160. Winding up.

(a) A dissolved limited liability company shall

wind up its activities, and the company continues

after dissolution only for the purpose of winding

up.

(2)

b.

Prosecute and defend actions and

proceedings, whether civil, criminal,

or administrative, or settle disputes

by mediation or arbitration, provided

however that for Communitycontrolled companies any such

action, proceeding or settlement

must be approved in advance by the

Community Council, or if such power

Supp. No. 4

Adopt and publish statements of

dis- solution and termination; and

Sec. 24-161. Known claims against dissolved limited liability

company.

(a) A dissolved limited liability company may

dispose of the known claims against it by following the procedure described in this section.

(b) A dissolved limited liability company shall

notify its known claimants in writing of the dissolution. The notice must:

(1)

Specify the information required to be

included in a claim;

(2)

Provide a mailing address to which the

claim is to be sent;

(3)

State the deadline for receipt of the

claim, which may not be less than 120

days after the date the notice is received

by the claimant; and

(4)

State that the claim will be barred if not

received by the deadline.

A limited liability company may:

Preserve the company activities and

property as a going concern for a

reasonable time;

d.

Perform other acts necessary or

appropriate to the winding up.

(Code 1981, § 24-72; Code 2012, § 24-72; Ord. No.

SRO-352-10, § 23-2-702, 10-14-2009; Ord. No.

SRO-402-2012, § 24-72, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

A limited liability company shall discharge the company's debts, obligations,

or other liabilities, settle and close the

company's activities, and marshal and

distribute the assets of the company; and

a.

Transfer the company's property;

e.

(b) In winding up its activities:

(1)

c.

(c) A claim against a dissolved limited liability

company is barred if the requirements of subsection (b) of this section are met and:

CD24:14

(1)

The claim is not received by the specified

deadline; or

(2)

In the case of a claim that is timely

received but rejected by the company, the

claimant does not commence a proceed-

BUSINESS AND COMMERCE

ing to enforce the claim within 90 days

after the claimant receives the company's

no- tice of its rejection of the claim.

(Code 1981, § 24-73; Code 2012, § 24-73; Ord. No.

SRO-352-10, § 23-2-703, 10-14-2009; Ord. No.

SRO-402-2012, § 24-73, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

Sec. 24-162. Other claims against dissolved limited liability

company.

(a) A dissolved limited liability company may

publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.

(b) The notice authorized by subsection (a) of

this section must:

(1)

Be published at least once in a newspaper

of general circulation in the area in

which the dissolved limited liability

company's principal office is located;

(2)

Describe the information required to be

contained in a claim and provide a mailing address to which the claim is to be

sent; and

(3)

State that a claim against the company

is barred unless an action to enforce the

claim is commenced within the period of

time set forth in the notice.

(c) If a dissolved limited liability company

publishes a notice in accordance with subsection

(b) of this section, unless the claimant commences an action to enforce the claim against the

company within the period of time set forth in

the notice, the claim of each of the following

claimants is barred:

(1)

A claimant that did not receive notice

pursuant to section 24-161;

(2)

A claimant whose claim was timely sent

to the company but not acted on; and

(3)

A claimant whose claim is contingent at,

or based on an event occurring after, the

effective date of dissolution.

Supp. No. 4

§ 24-164

(d) A claim not barred under this section may

be enforced:

(1) Against a dissolved limited liability

company, to the extent of its undistributed

assets; and

(2) If assets of the company have been

distributed after dissolution, against a

member to the extent of that person's

proportionate share of the claim or of the

assets distributed to the member or

transferee after dissolution, whichever is

less, but a person's total liability for all

claims under this section does not exceed

the total amount of assets distributed to

the person after dissolution.

(Code 1981, § 24-74; Code 2012, § 24-74; Ord. No.

SRO-352-10, § 23-2-704, 10-14-2009; Ord. No.

SRO-402-2012, § 24-74, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

Sec. 24-163. Limitations of claims in dissolution.

(a) Any and all claims that may be brought

against a Community-controlled company under

sections 24-161 and 24-162 are subject to sections 24-77 and 24-78, relating to the privileges

and immunities of Community-controlled

companies, and may be further limited by any

agreement, Community Council resolution or

ordinance, or other governing law or provision

applicable under the circumstances.

(b) Any and all claims that may be brought

against a member under section 24-162(d)(2) are

subject to section 24-76(c), relating to the privilege

and immunities of members and managers, and

may be further limited by any agreement, Community Council resolution or ordinance, or other

governing law or provision applicable under the

circumstances, including any basis supporting a

claim of immunity from suit.

(Code 1981, § 24-75; Code 2012, § 24-75; Ord. No.

SRO-352-10, § 23-2-705, 10-14-2009; Ord. No.

SRO-402-2012, § 24-75, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

Sec. 24-164. Distribution of assets in

winding up limited liability

company's activities.

(a) In winding up its activities, a limited

liability company must apply its assets to

discharge its obligations to creditors, including

members that are creditors.

CD24:15

§ 24-164

COMMUNITY CODE OF ORDINANCES

(b) After a limited liability company complies

with subsection (a) of this section, any surplus

must be distributed to the members or other

persons entitled thereto as specified in the operating agreement.

(Code 1981, § 24-78; Code 2012, § 24-78; Ord. No.

SRO-352-10, § 23-2-708, 10-14-2009; Ord. No.

SRO-402-2012, § 24-78, 5-30-2012; Ord. No. SRO558-2023, 3-29-2023)

Secs. 24-165—24-181. Reserved.

ARTICLE VII. MERGER, CONVERSION,

AND DOMESTICATION

Sec. 24-182. Definitions.

The following words, terms and phrases, when

used in this article, shall have the meanings

ascribed to them in this section, except where

the context clearly indicates a different meaning:

Foreign limited liability company means an

unincorporated entity formed under the law of a

jurisdiction other than the Community and

denominated by that law as a limited liability

company.

regardless whether, in the case of a merger, the

organization preexisted the merger or was created by the merger.

(Code 1981, § 24-101; Code 2012, § 24-81; Ord.

No. SRO-352-10, § 23-2-1001, 10-14-2009; Ord.

No. SRO-402-2012, § 24-81, 5-30-2012; Ord. No.

SRO-558-2023, 3-29-2023)

Sec. 24-183. Merger.

(a) The Community Council, or if such power

is delegated to a Community-controlled enterprise,

the board or other decision maker of that Community-controlled enterprise, may cause or

authorize a Community-controlled company to

merge with any organization.

(b) Upon application from a Communitymember company approved in accordance with

its operating agreement or other governing documents, the Community Council may authorize a

Community-member company to merge with any

organization.

(Code 1981, § 24-102; Code 2012, § 24-82; Ord.

No. SRO-352-10, § 23-2-1002, 10-14-2009; Ord.

No. SRO-402-2012, § 24-82, 5-30-2012; Ord. No.

SRO-558-2023, 3-29-2023)

Sec. 24-184. Plan of merger.

Governing statute means the statute that

governs an organization's internal affairs.

Organization means a partnership, limited

liability company, business trust, corporation, or

any other legal entity or unincorporated association or enterprise.

Organizational documents means the basic

records that create the organization and determine

its internal governance and the relations among

the persons that own it, have an interest in it, or

are members of it, including a certificate or

articles of organization or incorporation, bylaws,

partnership agreement, operating agreement,

declaration of trust, or other such documents.

Surviving organization means an organization into which one or more other organizations

are merged or converted pursuant to this article,

Supp. No. 4

CD24:16

The plan of merger shall include the following:

(1)

The name and form of each of the merging organizations;

(2)

The name and form of the surviving

organization and, if the surviving

organization is to be created by the merger,

a statement to that effect;

(3)

The terms and conditions of the merger,

including the manner and basis for

converting the interests in each merging

organization into any combination of

money, interests in the surviving organization, and other consideration;

(4)

If the surviving organization is to be

created by the merger, the surviving

organization's organizational documents;

and

(5)

If the surviving organization is not to be

created by the merger, any amendments

BUSINESS AND COMMERCE

to be made by the merger to the surviving organization's organizational documents.

(Code 1981, § 24-103; Code 2012, § 24-83; Ord.

No. SRO-352-10, § 23-2-1003, 10-14-2009; Ord.

No. SRO-402-2012, § 24-83, 5-30-2012; Ord. No.

SRO-558-2023, 3-29-2023)

Sec. 24-185. Effect of merger.

Upon a merger:

(1)

The surviving organization continues or

comes into existence;

(2)

Each organization that merges into the

surviving organization ceases to exist as

a separate entity;

(3)

All property owned by each merging

organization that ceases to exist vests in

the surviving organization;

(4)

All debts, obligations, or other liabilities

of each merging organization that ceases

to exist continue as debts, obligations, or

other liabilities of the surviving organization;

(5)

(6)

(7)

An action or proceeding pending by or

against any merging organization that

ceases to exist may be continued as if the

merger had not occurred;

Sec. 24-186. Conversion.

(a) The Community Council, or if such power

is delegated to a Community-controlled enterprise,

the board or other decision maker of that Community-controlled enterprise, may cause or

authorize an organization other than a limited

liability company or a foreign limited liability

company to convert to a limited liability company,

and may cause or authorize a limited liability

company to convert to an organization other

than a foreign limited liability company.

(b) Upon application from a Communitymember company approved in accordance with

its operating agreement or other governing documents, the Community Council may authorize a

Community-member company to convert to an

organization other than a foreign limited liability

company.

(Code 1981, § 24-106; Code 2012, § 24-86; Ord.

No. SRO-352-10, § 23-2-1006, 10-14-2009; Ord.

No. SRO-402-2012, § 24-86, 5-30-2012; Ord. No.

SRO-558-2023, 3-29-2023)

Sec. 24-187. Plan of conversion.

A plan of conversion shall contain the following:

Except as prohibited by other law, all of

the rights, privileges, immunities, powers,

and purposes of each merging organization that ceases to exist vest in the

surviving organization;

Except as otherwise provided in the plan

of merger, the terms and conditions of

the plan of merger take effect; and

Except as otherwise agreed, if a merging

limited liability company ceases to exist,

the merger does not dissolve such limited

liability company for purposes of this

Act.

(Code 1981, § 24-105; Code 2012, § 24-85; Ord.

No. SRO-352-10, § 23-2-1005, 10-14-2009; Ord.

No. SRO-402-2012, § 24-85, 5-30-2012; Ord. No.

SRO-558-2023, 3-29-2023)

(1)

The name and form of the organization

before conversion;

(2)

The name and form of the organization

after conversion;

(3)

The terms and conditions of the conversion, including the manner and basis for

converting interests in the converting

organization into any combination of

money, interests in the converted organization, and other consideration; and

(8)

Supp. No. 4

§ 24-187

The organizational documents of the

converted organization.

(Code 1981, § 24-107; Code 2012, § 24-87; Ord.

No. SRO-352-10, § 23-2-1007, 10-14-2009; Ord.

No. SRO-402-2012, § 24-87, 5-30-2012; Ord. No.

SRO-558-2023, 3-29-2023)

CD24:17

(4)

§ 24-188

COMMUNITY CODE OF ORDINANCES

Sec. 24-188. Effect of conversion.

Upon a conversion the organization that has

been converted is for all purposes the same

entity that existed before the conversion:

(1)

(2)

(3)

All property owned by the converting

organization remains vested in the

converted organization;

All debts, obligations, or other liabilities

of the converting organization continue

as debts, obligations or other liabilities of

the converted organization;

foreign limited liability company that is majority

owned and controlled by members of the Community to become a limited liability company.

(Code 1981, § 24-109; Code 2012, § 24-89; Ord.

No. SRO-352-10, § 23-2-1009, 10-14-2009; Ord.

No. SRO-402-2012, § 24-89, 5-30-2012; Ord. No.

SRO-558-2023, 3-29-2023)

Sec. 24-190. Plan of domestication.

The plan of domestication shall contain the

following:

An action or proceeding pending by or

against the converting organization may

be continued as if the conversion had not

occurred;

(4)

Except as prohibited by law other than

this Act, all of the rights, privileges,

immunities, powers and purposes of the

converting organization remain vested in

the converted organization;

(5)

Except as otherwise provided in the plan

of conversion, the terms and conditions

of the plan of conversion take effect; and

(6)

Except as otherwise agreed, the conversion does not dissolve a converting limited

liability company for purposes of this

Act.

(Code 1981, § 24-108; Code 2012, § 24-88; Ord.

No. SRO-352-10, § 23-2-1008, 10-14-2009; Ord.

No. SRO-402-2012, § 24-88, 5-30-2012; Ord. No.

SRO-558-2023, 3-29-2023)

The name of the domesticating company

before domestication and the jurisdiction

of its governing statute;

(2)

The name of the domesticated company

after domestication;

(3)

The terms and conditions of the domestication, including the manner and basis for

converting interests in the domesticating

company into any combination of money,

interests in the domesticated company,

and other consideration; and

(4)

The organizational documents of the

domesticated company.

(Code 1981, § 24-110; Code 2012, § 24-90; Ord.

No. SRO-352-10, § 23-2-1010, 10-14-2009; Ord.

No. SRO-402-2012, § 24-90, 5-30-2012; Ord. No.

SRO-558-2023, 3-29-2023)

Sec. 24-191. Effect of domestication.

Sec. 24-189. Domestication of foreign

limited liability company.

(a) The Community Council may cause or

authorize a foreign limited liability company

that is wholly or majority owned by the Community or a Community-controlled enterprise to

become a limited liability company.

(b) Upon application from a Communitymember company approved in accordance with

its operating agreement or other governing documents, the Community Council may authorize a

Supp. No. 4

(1)

CD24:18

Upon a domestication:

(1)

The domesticated company is for all

purposes the company that existed before

the domestication;

(2)

All property owned by the domesticating

company remains vested in the

domesticated company;

(3)

All debts, obligations, or other liabilities

of the domesticating company continue

as debts, obligations, or other liabilities

of the domesticated company;

(4)

An action or proceeding pending by or

against a domesticating company may be

continued as if the domestication had not

occurred;

BUSINESS AND COMMERCE

(5)

Except as prohibited by other law, all of

the rights, privileges, immunities, powers,

and purposes of the domesticating

company remain vested in the

domesticated company; and

Except as otherwise provided in the plan

of domestication, the terms and conditions of the plan of domestication take

effect.

(Code 1981, § 24-112; Code 2012, § 24-92; Ord.

No. SRO-352-10, § 23-2-1012, 10-14-2009; Ord.

No. SRO-402-2012, § 24-92, 5-30-2012; Ord. No.

SRO-558-2023, 3-29-2023)

ARTICLE VIII. RESERVED

Secs. 24-221—24-399. Reserved.

ARTICLE IX. RESERVED

(6)

Sec. 24-192. Status of limited liability

companies upon merger,

conversion, and domestication.

Secs. 24-400—24-499. Reserved.

ARTICLE X. SECURITY INTERESTS

UNDER THE ARIZONA UNIFORM

COMMERCIAL CODE

Sec. 24-500. Granting of inventory

security interests for automotive dealerships.

(a) Purpose and authority.

Any limited liability company that is created

or that exists as a result of or following a merger,

conversion, or domestication pursuant to this

article, is subject to the provisions of this Act,

including but not limited to section 24-76, relating to the liability of members and managers,

and sections 24-77 and 24-78, relating to the

Community-controlled company's privileges and

immunities.

(Code 1981, § 24-113; Code 2012, § 24-93; Ord.

No. SRO-352-10, § 23-2-1013, 10-14-2009; Ord.

No. SRO-402-2012, § 24-93, 5-30-2012; Ord. No.

SRO-558-2023, 3-29-2023)

(1)

Purpose. It is the purpose and policy

ofthis chapter to establish the method of

creation, effect of perfection andnonperfection, priority and enforcement of

security interests on personal property

and vehicle inventory granted by a dealership or business engaged in the business

of selling or leasing automobiles or other

motor vehicles on Community land.

(2)

Authority. This section is enacted by the

Community Council under the authority

of Article VII, Section 1 of the Constitution of the Salt River Pima-Maricopa

Indian Community.

Sec. 24-193. Domestication in other

jurisdiction.

Upon an application of all members of a

company formed under this Act, the Community

Council may authorize a limited liability company

to become a foreign limited liability company,

provided the applicable governing statute

authorizes domestication. The council may

approve a plan of domestication, including such

terms and conditions as may be necessary or

appropriate to give effect to such domestication.

(Code 1981, § 24-114; Code 2012, § 24-94; Ord.

No. SRO-352-10, § 23-2-1014, 10-14-2009; Ord.

No. SRO-402-2012, § 24-94, 5-30-2012; Ord. No.

SRO-558-2023, 3-29-2023)

(b) Definitions. The following words, terms

and phrases, when used in this section, shall

have the meanings ascribed to them in this

section, except where the context clearly indicates

a different meaning:

Secs. 24-194—24-220. Reserved.

Supp. No. 4

§ 24-500

CD24:19

(1)

Dealership means an entity that is or has

been engaged in the business of selling or

leasing automobiles or other motor

vehicles on Community land and includes

such entities' successors and assigns.

(2)

Dealership inventory means any and all

personal property and inventory of a

dealership, which is either owned or

hereafter acquired by the dealership, or

§ 24-500

COMMUNITY CODE OF ORDINANCES

located on leasehold land controlled by or

leased to the dealership within the Community.

(3)

Uniform Commercial Code means the

Arizona Uniform Commercial Code,

Arizona Revised Statutes Title 47 (as

amended and in effect from time-totime). All terms not defined in this section are as defined in the Uniform

Commercial Code.

for any dispute or claim between a dealership and a secured party or relating to

dealership inventory shall be the Superior

Court of the State of Arizona or such

other forum, arbitrator, or dispute resolution methods as the parties may agree.

This section may not be repealed or be

amended to impair the obligation of

contracts.

(Ord. No. SRO-494-2017, 8-9-2017)

(c) Application of Uniform Commercial Code.

(1)

The Uniform Commercial Code shall apply

to any security interest granted by a

dealership in any dealership inventory

located on Community land, and such

security interest shall be subject to the

Uniform Commercial Code, including

without limitation with respect to creation,

perfection, priority, and enforcement

(including, without limitation, repossession and sale of collateral).

(2)

The Community, as a matter of Community law, hereby adopts all provisions

of the Uniform Commercial Code, and

such provisions shall apply to any security

interest described in subsection (c)(1) of

this section, including, without limitation, the creation, perfection, priority

and enforcement of any security interest

as described in subsection (c)(1) of this

section.

(d) Application of section.

(1)

This section shall be applicable only to

security interests granted by a dealership in dealership inventory located on

Community land and SRPMIC code sections 20-112 and 20-114 (repossession of

personal property) shall not be applicable

to this section, dealership inventory, a

dealership, a secured party, or enforcement and repossession of any dealership

inventory by a secured party.

(2)

Judicial and non-judicial enforcement,

remedies, and repossession relating to

dealership inventory must occur in

accordance with the Uniform Commercial

Code. The proper venue and jurisdiction

Supp. No. 4

CD24:20

(3)