29.12.020 Agency Power of Members and Managers

(a) Except as provided in paragraph b, below:

(1) Each member is an agent of the LLC, but not of the other members or any of them, for the purpose of its business.

(2) The act of any member, including the execution in the name of the LLC of any instrument for apparently carrying on in the ordinary course of business the business of the LLC, binds the LLC in the particular matter, unless the person with whom the member is dealing has knowledge that the member has no authority to act in this matter.

(3) If the TMBCI is a Member, the Tribal Council shall appoint or contract with a manager or entity to manage the LLC as the Tribal Council shall not also serve as managers of the LLC.

(b) If management of the LLC is vested in one or more managers:

(1) No member, solely by being a member, is an agent of the LLC or of the other members or any of them.

(2) Each manager is an agent of the LLC, but not of the members or any of them, for the purpose of its business.

(3) The act of any manager, including the execution in the name of the LLC of any instrument for apparently carrying on the ordinary course of business of the LLC, binds the LLC unless the manager has, in fact, no authority to act for the LLC in the particular matter, and the person with whom the manager is dealing has knowledge that the manager has no authority to act in the matter.

(c) No act of a member or, if management of the LLC is vested in one or more managers, of a manager that is not apparently for the carrying on in the ordinary course of business the business of the LLC shall bind the LLC unless in fact authorized at the of the transaction or at any other time.