[Oneida Indian Nation (New York) Codes and Rules], Limited Liability Company Code

Oneida Indian Nation (New York) Codes and Rules

Last amended: 2004

LIMITED LIABILITY COMPANY CODE - CHAPTERS 10-13

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CHAPTER 10 - MERGERS

1001. MERGER OR CONSOLIDATION

(a) As used in this Code, "merger" means a procedure in which two or more limited liability companies or other business entities merge into a single limited liability company or other business entity that shall be one of the constituent limited liability companies or other business entities, and "consolidation" means a procedure in which two or more limited liability companies or other business entities consolidate into a single limited liability company or other business entity that shall be a new limited liability company or other business entity to be formed pursuant to the consolidation.

(b) Pursuant to an agreement of merger or consolidation and to the extent not expressly prohibited by law, a domestic limited liability company may merge or consolidate with or into one or more domestic limited liability companies or other business entities formed or organized under the laws of the Nation, any other state or the United States or any foreign country or other foreign jurisdiction, with such domestic limited liability company or other business entity as the agreement shall provide being the surviving or resulting domestic limited liability company or other business entity.

1002. PROCEDURES FOR MERGER OR CONSOLIDATION

(a) In connection with a merger or consolidation under this Code, rights or securities of, or interests in, a limited liability company or other business entity that is a constituent party to the merger or consolidation may be exchanged for or converted into cash, properly, rights or securities of, or interests in, the surviving or resulting limited liability company or other business entity or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, a limited liability company or other business entity that is not the surviving or resulting limited liability company or other business entity in the merger or consolidation.

(b) The members of each domestic limited liability company or other business entity shall adopt (with respect to a domestic limited liability company, in the manner provided in subdivision (c) of this section) an agreement of merger or consolidation, setting forth the terms and conditions of the conversion of the membership interests of the members of the domestic limited liability company into interests in the surviving or resulting limited liability company or other business entity or the cash or other consideration to be paid or delivered in exchange for membership interests in each domestic limited liability company, or a combination thereof.

(c) The agreement of merger or consolidation shall be submitted to the members of each domestic limited liability company who are entitled to vote with respect to a merger or consolidation at a meeting called on twenty days' notice or such greater notice as the operating agreement may provide. Subject to any requirement in the operating agreement requiring approval by any greater or lesser percentage iii interest of the members who are entitled to vote with respect to a merger or consolidation, which shall not be less than a majority in interest of those members who are so entitled to vote, the agreement shall be approved on behalf of each domestic limited liability company (i) by such voting interests of the members as shall be required by the operating agreement, or (ii) if no provision is made, by the members representing at least two-thirds in interest of the members.

(d) Notwithstanding authorization by the members, the agreement of merger or consolidation may be terminated or amended pursuant to a provision for such termination or amendment, if any, contained in the agreement of merger or consolidation.

(e) Any member that is a party to a proposed merger or consolidation who is entitled to vote with respect to such proposed merger or consolidation may, prior to that time of the meeting at which such merger or consolidation is to be voted on, file with the domestic limited liability company written notice of dissent from the proposed merger or consolidation. Such notice of dissent may be withdrawn by the dissenting member at any time prior to the effective date of the merger or consolidation and shall be deemed to be withdrawn if the member casts a vote in favor of the proposed merger or consolidation.

(f) Upon the effectiveness of the merger or consolidation, the dissenting member (referred to in subdivision (e) of this section) of any domestic limited liability company shall not become or continue to be a member of or hold an interest in the surviving or resulting limited liability company or other business entity but shall be entitled to receive cash from the surviving or resulting domestic limited liability company or other business entity the fair value of his or her membership interest in the domestic limited liability company as of the close of business of the day prior to the effective date of the merger or consolidation in accordance with section five hundred nine of this Code but without taking account of the effect of the merger or consolidation.

(g) A member of a domestic limited liability company who has a light under this Code to demand payment for his or her membership interest shall not have any right at law or in equity under this Code to attack the validity of the merger or consolidation or to have the merger or consolidation set aside or rescinded, except in an action or contest with respect to compliance with the provisions of the operating agreement or subdivision (c) of this section.

1003. CERTIFICATE OF MERGER OR CONSOLIDATION; CONTENTS

(a) After approval of the agreement of merger or consolidation by each domestic limited liability company or other business entity merging or consolidating under this Code, unless the merger or consolidation is terminated in accordance with subdivision (d) of section ten hundred two of this Code, a certificate of merger or consolidation, entitled "Certificate of merger (or consolidation) of. ... and into ....(names of domestic limited liability companies or other business entities) under section one thousand three of the Limited Liability Company Code," shall be signed and verified or affirmed under penalties of perjury on behalf of each domestic limited liability company and other business entity and delivered to the Nation Clerk. The certificate of merger or consolidation shall set forth:

(1) the name and jurisdiction of formation or organization of each of the domestic limited liability companies or other business entities that is' to merge or consolidate;

(2) for each domestic limited liability company that is to merge or consolidate, the date when its initial articles of organization were filed with the Nation Clerk under this Code;

(3) that an agreement of merger or consolidation has been approved and executed by each of the domestic limited liability companies or other business entities that is to merge or consolidate;

(4) the name of the surviving or resulting domestic limited liability company or other business entity;

(5) the future effective date or time (which shall be a date or time certain) of the merger or consolidation in accordance with subdivision (b) of this section, if it is not to be effective upon the filing of the certificate of merger or consolidation;

(6) if a domestic limited liability company is the surviving limited liability company, such charges in its articles of organization as shall be necessary by reason of the merger;

(7) if a domestic limited liability company is the resulting limited liability company in a consolidation, the matters required to be set forth under section two hundred six of this Code;

(8) if a constituent entity is a foreign limited liability company, the jurisdiction and date of filing of its initial articles of organization and the date when its application for authority was filed by the Nation Clerk or if no such application has been filed, a statement to such effect and (if the constituent foreign limited liability company is the surviving entity) that it is not to do business in the Nation until an application for such authority shall have been filed with the Nation Clerk;

(9) if the surviving or resulting entity is not a domestic limited liability company, an agreement that such surviving or resulting other business entity may be served with the process in the Nation in any action or special proceeding for the enforcement of any liability or obligation of any domestic limited liability company previously amenable to suit in the Nation that is to merge or consolidate, and for the enforcement as provided in this Code, of the right of members of any domestic limited liability company to receive payment for their interest against the surviving or consolidated other business entity;

(10) a designation of the Nation Clerk as its agent upon whom process against it may be served in the manner set forth in this Code in any action or special proceeding, and post office address, within or without the Nation, to which the Nation Clerk shall mail a copy of any process served upon him or her. Such post office address shall supersede any prior address designated as the address to which process shall be mailed;

(11) that the agreement of merger or consolidation is on file at a place of business of the surviving or resulting domestic limited liability company or other business entity, and shall state the address thereof; and

(12) that a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting domestic limited liability company or other business entity, on request and without cost, to any member of any domestic limited liability company or any person holding interest in any other business entity that is to merge or consolidate.

(b) The merger or consolidation shall be effective upon the filing thereof by the Nation Clerk of the certificate, or at such later date not more than thirty days after the date of such filing as the certificate filed may provide.

1004. EFFECT OF MERGER OR CONSOLIDATION

(a) When any merger or consolidation shall have become effective under this Code, for all purposes of the laws of the Nation, all of the rights, privileges, immunities, powers and purposes of each of the domestic limited liability companies and other business entities that haw merged or consolidated, and all property, real, personal and mixed, tangible and intangible, and all debts, obligations, liabilities, penalties and duties of such domestic limited liability companies and other business entities, as well as all other things belonging to each of such domestic limited liability companies and other business entities, shall be vested in the surviving or resulting domestic limited liability company or business entity, and shall thereafter be the property of the surviving or resulting domestic limited liability company or other business entity as they were of each of the domestic limited liability companies and other business entities that have merged or consolidated, and the title to any real property vested by deed or otherwise, under the laws of the Nation, in any of such domestic limited liability companies and other business entities, shall not revert or be in any way impaired by reason of this Code; but all rights of creditors and all liens upon any property of any such domestic limited liability companies and other business entities shall be preserved unimpaired, and all debts, obligations, liabilities, penalties and duties of each of such domestic limited liability companies and other business entities that have merged or consolidated shall thenceforth attach to the surviving or resulting domestic limited liability company or other business entity and may be enforced against it to the sane extent as if such debts, obligations, liabilities, penalties and duties had been incurred or contracted by it.

(b) When any merger or consolidation shall have become effective under this Code, no action, suit or proceeding, civil or criminal, then pending by or against any constituent limited liability company or other business entity in its common name shall abate or be discontinued by reason of such merger or consolidation, but may be prosecuted by or may proceed against such surviving or resulting domestic limited liability company or other business entity.

(c) Unless otherwise agreed, a merger or consolidation of a domestic limited liability company, including a domestic limited liability company that is not the surviving or resulting entity in the merger or consolidation, shall not require such domestic limited liability company to wind up its affairs under section seven hundred three of this Code or pay its liabilities and distribute its assets under section seven hundred four of this Code.

(d) A certificate of merger or consolidation shall act as articles of dissolution for a domestic limited liability company that is not the surviving or resulting entity in the merger or consolidation.

(e) Notwithstanding anything to the contrary contained in an operating agreement, an operating agreement containing a specific reference to this subdivision may provide that an agreement of merger or consolidation approved in accordance with subdivision (c) of section ten hundred two of this Code may (i) effect any amendment to the operating agreement or (ii) effect the adoption of a new operating agreement for a domestic limited liability company if it is the surviving or resulting domestic limited liability company in the merger or consolidation. Any amendment to an operating agreement or adoption of a new operating agreement made pursuant to the foregoing sentence shall be effective at the effective time or date of the merger or consolidation. The provisions of this subdivision shall not be construed to limit the accomplishment of a merger or of any of the matters referred to herein by any other means provided for in an operating agreement or other agreement or as otherwise permitted by law, including that the operating agreement of any domestic limited liability company to the merger or consolidation (including a domestic limited liability company formed for the purpose of consummating a merger or consolidation) shall be the operating agreement of the surviving or resulting domestic limited liability company.

1005. PAYMENT OF INTEREST OF DISSENTING MEMBERS

(a) Within ten days after the occurrence of an event described in section ten hundred two of this Code, the surviving or resulting domestic limited liability company or other business entity shall send to each dissenting former member a written offer to pay in cash the fair value of such former member's membership interest. Payment in cash shall be made to each former member accepting such offer within ten days after such notice of such acceptance is received by the surviving or resulting domestic limited liability company or other business entity.

(b) If a former member and the surviving or resulting limited liability company or other business entity fail to agree on the price to be paid for the former member's membership interest within ninety days after the surviving or resulting domestic limited liability company or other business entity shall have made the offer provided for in Subdivision (a) of this section, or if the domestic limited liability company or surviving domestic limited liability company or other business entity shall fail to make such an offer within the period provided for in subdivision (a) of this section, the procedure provided for in paragraphs (h), (i), (j), and (k) of section six hundred twenty-three of the business corporation law (or any successor provisions or statute) shall apply, as such paragraphs may be mended from time to time.

(c) A payment under this section shall constitute a return of a member's contribution for the purposes of section five hundred eight of this Code.

1006. CONVERSION OF PARTNERSHIP OR LIMITED PARTNERSHIP TO LIMITED LIABILITY COMPANY

(a) As used in this Code, unless the context otherwise requires, the term, "limited partnership" means a limited partnership formed under the laws of the Nation; and the terms"general partner," "limited partner," "majority in interest of the limited partners" and "two-thirds in interest of the limited partners" shall have the meanings assigned to such terms in the Oneida Indian Nation partnership law; and the term"partnership" shall have the meaning assigned to such term in the Oneida Indian Nation Partnership Code.

(b) A partnership or limited partnership may be converted to a limited liability company pursuant to this section.

(c) Subject to any requirements in the partnership agreement requiring approval by any lesser percentage in interest of partners, an agreement of conversion setting forth the terms and conditions of a conversion of a partnership to a limited liability company must be approved by all of the partners of the partnership. Subject to any requirement iii the partnership agreement requiring approval by any greater or lesser percentage in interest of limited partners, which shall not be less than a majority in interest; the terms and conditions of a conversion of a limited partnership to a limited liability company must be approved (i) by such vote of general partners as shall be required by the partnership agreement, or, if no provision is made, by all general partners, and (ii) by limited partners representing at least two-thirds in interest of each class of limited partners. The agreement of conversion shall be submitted to the general partners and limited partners of a limited partnership at a regular or special meeting called on twenty days notice or such other notice as the partnership agreement may provide. A dissenting limited partner shall have the lights provided in the Oneida Indian Nation partnership law and shall not be a member of the converted limited liability company. Notwithstanding authorization by the partners of a partnership or general partners or limited partners of a limited partnership, the conversion to a limited liability company may be abandoned pursuant to a provision for such abandonment, if any, contained in the agreement of conversion.

(d) The agreement of conversion shall set forth the terms and conditions of the conversion of the interests of partners of a partnership or general partners and limited partners of a limited partnership, as the case may be, into membership interests in the converted limited liability company or the cash or other consideration to be paid or delivered as a result of the conversion of the interests of such partners, or a combination thereof.

(e) After the conversion is approved under subdivision (c) of this section, the partnership or limited partnership shall satisfy all the requirements of section two hundred six of this Code and the articles of organization filed with the Nation Clerk shall include:

(i) a statement that the partnership or limited partnership was, in accordance with the provisions of this Code, duly converted to a limited liability company from a partnership or limited partnership, as the case may be; and

(ii) its former name.

(f) If the limited partnership is a domestic limited partnership, such domestic limited partnership shall cancel its certificate of limited partnership pursuant to the Oneida Indian Nation partnership law. The certificate of cancellation shall include the lime of the limited liability company and a statement that the limited partnership will be converted into a limited liability company upon the filing of such certificate.

(g) The conversion takes effect, in the case of a partnership, when the articles of organization are filed with the Nation Clerk or at any later date specified in the articles of organization or, in the case of a limited partnership, when the certificate of limited partnership is canceled.

(h) A partner or, in the case of a limited partnership, a general partner who becomes a member of a limited liability company as a result of a conversion, remains liable as a partner or general partner, as the case may be, for any debt, obligation, liability and penalty incurred by the partnership or limited partnership before the conversion takes effect. A limited partner who becomes a member as a result of a conversion remains liable only as a limited partner for a debt, obligation, liability or penalty incurred by the limited partnership before the conversion takes effect. The partner's, general partner's or limited partner's liability, if any, for a debt, obligation, liability or penalty incurred by the limited liability company after the conversion takes effect is that of a member as provided in this Code.

1007. EFFECT OF CONVERSION

(a) A partnership or limited partnership that has been converted pursuant to this Code is for all purposes the same entity that existed before the conversion;

(b) When a conversion takes effect:

(i) all property, real and personal, tangible and intangible, of the converting partnership or limited partnership remains vested in the converted limited liability company;

(ii) all debts, obligations, liabilities and penalties of the converting partnership or limited partnership continue as debts, obligations, liabilities and penalties of the converted limited liability company;

(iii) any action, suit or proceeding, civil or criminal, then pending by or against the converting partnership or limited partnership may be continued as if the conversion had not occurred; and

(iv) to the extent provided in the agreement of conversion and iii this Code, the partners of a partnership or the general partners and limited partners of a limited partnership shall continue as members in the converted limited liability company.

CHAPTER 11 - MISCELLANEOUS

1101. FEES

Except as otherwise provided, the Nation Clerk shall collect the following fees pursuant to this Code:

(a) For the reservation of a limited liability company name pursuant to section two hundred five of this Code, twenty dollars.

(b) For the change of address of the post office address to which the Nation Clerk shall mail a copy of any process against the limited liability company served upon him or her pursuant to section three hundred one of this Code, twenty dollars.

(c) For the statement of address of the post office address to which the Nation Clerk shall mail a copy of any process against the limited liability company served upon him or her pursuant to section three hundred one of this Code, nine dollars.

(d) For the change of address of a registered agent for service of process by such registered agent pursuant to section three hundred two of this Code, twenty dollars.

(e) For the resignation of a registered agent for service of process pursuant to section three hundred two of this Code, twenty dollars.

(f) For filing articles of organization pursuant to section two hundred nine of this Code, two hundred dollars.

(g) For filing a certificate of amendment pursuant to section two hundred eleven of this Code, sixty dollars.

(h) For filing articles of dissolution pursuant to section seven hundred five of this Code, sixty dollars.

(i) For filing restated articles of organization pursuit to section two hundred fourteen of this Code, sixty dollars.

(j) For filing, a judicial dissolution pursuant to section seven hundred two of this Code, sixty dollars.

(k) For filing an application for authority pursuant to section eight hundred two of this Code, two hundred fifty dollars.

(l) For filing an amendment to an application for authority pursuant to section eight hundred four of this Code, sixty dollars.

(m) For filing a certificate of surrender of authority pursuant to section eight hundred six of this Code, sixty dollars.

(n) For filing a certificate of termination of existence pursuant to section eight hundred seven of this Code, sixty dollars.

(o) For filing a certificate of merger or consolidation pursuant to section ten hundred three of this Code, sixty dollars.

1102. RECORDS

(a) Each domestic limited liability company shall maintain the following records, which may, but need not, be maintained in the Nation:

(1) if the limited liability company is managed by a manager or managers, a current list of the full name set forth in alphabetical order and last known mailing address of each such manager;

(2) a current list of the full name set forth in alphabetical order and last known mailing address of each member together with the contribution and the share of profits and losses of each member or information from which such share can be readily derived:

(3) a copy of the articles of organization and all amendments thereto or restatements thereof, together with executed copies of any powers of attorney pursuant to which any certificate or amendment has been executed;

(4) a copy of the operating agreement, any amendments thereto and any amended and restated operating agreement; and

(5) a copy of the limited liability company's federal, state and local income tax or information returns and reports, if any, for the three most recent fiscal years.

(b) Any member may, subject to reasonable standards as may be set forth in, or pursuant to, the operating agreement, inspect and copy at his or her own expense, for any purpose reasonably related to the member's interest as a member, the records referred to in subdivision (a) of this section, any financial statements maintained by the limited liability company for the three most recent fiscal years and other information regarding the affairs of the limited liability company as is just and reasonable.

(c) If provided in the operating agreement, certain members or managers shall have the right to keep confidential from other members for such period of time as such certain members or the managers deem reasonable, any information which such certain members or the managers reasonably believe to be in the nature of trade secrets or other information the disclosure f which such certain members or the managers in good faith believe is not in the best interest of the limited liability company or its business or which the limited liability company is required by law or by agreement with a third party to keep confidential.

(d) A limited liability company may maintain its records in other than a written form if such form is capable of conversion into written form within reasonable time.

1103. TRANSACTIONS OF BUSINESS OUTSIDE THE NATION

(a) It is the intention of the Oneida Indian Nation by the enactment of this Code that the legal existence of a limited liability company formed under this Code be recognized beyond the limits of the Nation and that, subject to any reasonable registration requirements, any such limited liability company transacting business outside the Nation shall be granted the protection of full faith and credit.

(b) The provisions of this Code shall determine the rights and obligations of a domestic limited liability company, organized under this Code, in commerce with foreign nations and among the several states, except as prohibited by applicable law.

1104. LIMITED LIABILITY COMPANIES PROHIBITED FROM INTERPOSING DEFENSE OF USURY

(a) No domestic or foreign limited liability company shall hereafter interpose the defense of usury in any action.

(b) The provisions of subdivision (a) of this section shall not apply to a domestic foreign limited liability company, the principal asset of which is the ownership of a one or two family dwelling, where it appears either that such limited liability company was formed, or that the controlling interest therein was acquired, within a period of six months prior to the execution by such limited liability company of a bond or note evidencing indebtedness, and a mortgage creating a lien for such indebtedness on such one or two family dwelling.

Any provision of any contract, or any separate written instrument executed prior to, simultaneously with or within sixty days after the delivery of any moneys to any borrower in connection with such indebtedness, whereby the defense of usury is waived or any such limited liability company estopped from asserting it, is hereby declared to be contrary to public policy and absolutely void.

(c) The provisions of subdivision (a) of this section shall not apply to any action in which a limited liability company interposes a defense of criminal usury as described in the penal Code.

CHAPTER 12 - PROFESSIONAL SERVICE LIMITED LIABILITY COMPANIES

1201. DEFINITIONS

As used in this Code, unless the context otherwise requires, the term:

(a) "Licensing authority" means the Oneida Indian Nation. For the purposes of this Code a person licensed by the State of New York pursuant to its education law shall be presumed to be licensed by the Oneida Indian Nation.

(b) "Profession" includes any practice as an attorney and counselor-at-law, or a licensed physician, and those professions designated in title eight of the New York education law.

(c) "Professional" means an individual duly authorized to practice a profession, a professional service corporation, a professional service limited liability company, a foreign professional service limited liability company, a registered limited liability partnership, a foreign limited liability partnership, a foreign professional service corporation or a professional partnership.

(d) "Professional service" means any type of service to the public that may be lawfully rendered by a member of a profession within the purview of his or her profession.

(e) "Professional service limited liability company" means a limited liability company organized under this Code.

(f) "Foreign professional service limited liability company" has the meaning given to it in subdivision (a) of section thirteen hundred one of this Code.

(g) "Professional partnership" means (1) a partnership without limited partners each of whose partners is a professional authorized by law to render a professional service within the Nation, (2) a partnership without limited partners each of whose partners is a professional, at least one of whom is authorized by law to render a professional service within the Nation or (3) a partnership without limited partners authorized by, or holding a license, certificate, registration or permit issued by a licensing authority.

1202. LIMITED LIABILITY COMPANIES ORGANIZED UNDER OTHER PROVISIONS OF LAW

The provisions of this Code shall not apply to limited liability companies heretofore or hereafter duly formed under any other provision of law.

1203. FORMATION

(a) One or more professionals each of whom is authorized by law to render a professional service within the Nation, or one or more professionals, at least one of whom is authorized by law to render a professional service within the Nation, may form or cause to be formed, a professional service limited liability company for pecuniary profit under this Code for the purpose of rendering the professional service or services as such professionals are authorized to practice. With respect to a professional service limited liability company formed to provide medical services, each member of such limited liability company must be licensed to practice medicine in the Nation. With respect to a professional service limited liability company formed to provide dental services, each member of such limited liability company must be licensed to practice dentistry in the Nation. With respect to a professional service limited liability company formed to provide veterinary services, each member of such limited liability company shall be licensed to practice veterinary medicine. With respect to a professional service limited liability company formed to provide professional engineering, land surveying, architectural and/or landscape architectural services, each member of such limited liability company must be licensed to practice one or more of such professions in the Nation. In addition to engaging in such profession or professions, a professional service limited liability company may engage in any other business or activities as to which a limited liability company may be formed under section two hundred one of this Code. Notwithstanding any other provisions of this section, a professional service limited liability company (i) authorized to practice law may not engage in another profession or business or activities or (ii) which is engaged in a profession or other business or activities other than law may not engage in the practice of law.

(b) The articles of organization of a professional service limited liability company shall meet the requirements of this Code and (i) shall state the profession or professions to be practiced by such limited liability company and (A) the names and residence addresses of all individuals who are to be the original members and the original managers, if any, of such limited liability company, and (B) the names and residence addresses or if none, the business address of all shareholders, directors, officers, members, managers and partners of all professional service corporations, foreign professional service corporations, professional service limited liability companies, foreign professional service limited liability companies, registered limited liability partnerships, foreign limited liability partnerships, and professional partnerships who are to be the original members or managers, if any, who are individuals of such limited liability company, (ii) shall have attached thereto a certificate or certificates issued by the licensing authority or by the comparable authority of another state certifying that each of the proposed members and managers, if any, who are individuals is authorized by law to practice a profession that such limited liability company is being formed to practice and, if applicable, that one or more of such individuals are authorized to practice within the Nation each profession that such limited liability company will be authorized to practice, and (iii) if such proposed member or manager, if any, is a professional service corporation, foreign professional service corporation, professional service limited liability company, foreign processional service limited liability company, registered limited liability partnership, foreign limited liability partnership or processional partnership. (A) such certificate or certificates issued by the licensing authority or by the comparable authority of another state shall certify either (1) that each proposed member or manager is authorized by law to practice a profession that such limited liability company is being formed to practice and if applicable, that each shareholder, member or partner of such proposed member or manager is authorized by law to render a professional service within die Nation or (2) that one or more of such proposed members and one or more of such proposed managers, arc authorized to practice within the Nation each profession that such limited liability company will be authorized to practice and that one or more of the shareholders, members or partners of such proposed members or managers are authorized to practice within the Nation each profession that such limited liability company will be authorized to practice within the Nation and (B) there shall be attached to the articles of organization of the professional service limited liability company a certificate by an authorized officer of the jurisdiction of its formation that the professional service corporation, foreign professional service corporation, professional service limited liability company, foreign professional service limited liability company, registered limited liability partnership or foreign limited liability partnership is validly existing and, in the case of a foreign professional service corporation, foreign professional service limited liability company or foreign limited liability partnership, a certificate from the Nation Clerk that such foreign professional service corporation, foreign professional service limited liability company or foreign limited liability partnership is authorized to do business under the Oneida Indian Nation business corporation law, under this Code or under the Oneida Indian Nation partnership law, as the case may be.

(c) A thereof shall be filed by the professional service limited liability company with the licensing authority within thirty days after the filing of such certificate or amendment with the Nation Clerk.

(d) A professional service limited liability company, other than a professional service limited liability company authorized to practice law, shall be under the supervision of Oneida Indian Nation Clerk and be subject to disciplinary proceedings and penalties, and its articles of organization shall be subject to suspension, revocation or annulment for cause.

(e) A professional service limited liability company authorized to practice law shall be subject to the regulation and control of, and its articles of organization shall be subject to suspension, revocation or annulment for cause by, the Oneida Nation Court.

(f) The order of suspension, revocation or annulment of the articles of organization of a professional service limited liability company pursuant to subdivisions (d) or (e) of this section shall be effective upon the filing of such order with the Nation Clerk.

1204. RENDERING OF PROFESSIONAL SERVICE

(a) No professional service limited liability company may render a professional service except through individuals authorized by law to render such professional service, as individuals, provided, that nothing in this Code shall authorize a professional service limited liability company to render a professional service in the Nation except through individuals authorized by law to render such professional service as individuals in the Nation.

(b) Each final plan and report made or issued by a professional service limited liability company practicing professional engineering, architecture, landscape architecture or land surveying shall bear the name and seal of one or more professional engineers, architects, landscape architects or land surveyors, respectively, who are in responsible charge of such plan or report.

(c) Each report, diagnosis, prognosis and prescription made or issued by a professional service limited liability company practicing medicine, dentistry, podiatry, optometry, ophthalmic dispensing, veterinary medicine, pharmacy, nursing, psychology, physical therapy or chiropractic shall bear the signature of one or more physicians, dentists, podiatrists, optometrists, ophthalmic dispensers, veterinarians, pharmacists, nurses, licensed psychologists, physical therapists or chiropractors, respectively, who are in responsible charge of such report, diagnosis, prognosis or prescription.

(d) Each record, transcript report and hearing report prepared by a professional service limited liability company practicing certified shorthand reporting shall bear the signature of one or more certified shorthand reporters who are in responsible charge of such record, transcript, report or healing report.

(e) Each professional service limited liability company practicing public accounting or certified public accounting shall maintain records indicating the identity of each public accountant or certified public accountant, respectively, who was responsible for each report or statement that is issued, prepared or examined by such limited liability company.

(f) Each opinion prepared by a professional service limited liability company practicing law shall bear the signature of one or more attorneys and counselors-at-law who are in responsible charge of such opinion.

(g) In addition to the requirements pursuant to subdivisions (b) through (f) of this section, each document prepared by a professional service limited liability company that under the rules, regulations, laws or customs of the applicable profession is required to bear the signature of an individual in responsible charge of such document, shall be signed by one or more such individuals.

1205. PROFESSIONAL RELATIONSHIPS AND LIABILITIES

(a) Each member, manager, employee or agent of a professional service limited liability company shall be personally and fully liable and accountable for any negligent or wrongful act or misconduct committed by him or her or by any person under his or her direct supervision and control while rendering professional services on behalf of such limited liability company.

(b) Each shareholder, director, officer, employee, member, manager, partner, and agent of a professional service corporation, foreign professional service corporation, professional service corporation, professional service limited liability company, foreign professional service limited liability company, registered limited liability partnership, foreign limited liability partnership or professional partnership that is a member, manager, employee or agent of a professional service limited liability company shall be personally and fully liable and accountable for any negligent or wrongful act or misconduct committed by him or her or by any person under his or her direct supervision and control while rendering professional services in his or her capacity as a member, manager, employee or agent of such professional service limited liability company.

(c) The relationship of a professional to a professional service limited liability company with which such professional is associated, whether as member, manager, employee or agent, shall not modify or diminish the jurisdiction over such professional of the licensing authority and in the case of an attorney and counselor-at-law, or a professional service corporation, foreign professional service corporation, professional service limited liability company, foreign professional service limited liability company, registered limited liability partnership, foreign limited liability partnership or professional partnership engaged in the practice of law, the Oneida Nation Court.

1206. PURPOSES OF FORMATION

No professional service limited liability company shall engage in any profession or professions other than those set forth in its articles of organization. A professional service limited liability company may only engage in a profession or professions as to which one or more of its members is authorized by law to render professional services in the Nation. In addition to engaging in such profession or professions, a professional service limited liability company may carry on, or conduct or transact any other business or other activities as to which a limited liability company may be formed under section two hundred one of this Code. Notwithstanding any other provision of this section, and subject to the next succeeding sentence of this section, a professional service limited liability company (i) authorized to practice law may only engage in another profession or other business or activities or (ii) which is engaged in a profession or other business or activities other that law may only engage in the practice of law, to the extent not prohibited by any other law of the Nation or any rule adopted by the appropriate appellate division of the Oneida Nation Court. Any professional service limited liability company may invest its funds in real estate, mortgages, stocks, bonds or any other type of investments.

1207. MEMBERSHIP OF PROFESSIONAL SERVICE LIMITED LIABILITY COMPANIES

(a) A member of a professional service limited liability company shall be only:

(1) A professional, other than a foreign professional service corporation, foreign professional service limited liability company or foreign limited liability partnership, authorized by law to practice in the Nation a profession that such limited liability company is authorized to practice and who is or has been engaged in the practice of such profession in such limited liability company or a predecessor entity, or who will engage in the practice of such profession in such limited liability company within thirty days of the date such professional becomes a member;

(2) A professional, other than a foreign professional service corporation, foreign professional service limited liability company or foreign limited liability partnership, authorized by law to practice in any foreign jurisdiction a profession that such limited liability company is authorized to practice and who is or has been engaged in the practice of such profession in such limited liability company or a predecessor entity, or who will engage in the practice of such profession in such limited liability company within thirty days of the date such professional becomes a member; or

(3) A foreign professional service corporation, foreign professional service limited liability company or foreign limited liability partnership authorized by law to practice in the Nation or in any foreign jurisdiction a profession that such limited liability company is authorized to practice and who is or has been engaged in the practice of such profession in such limited liability company or a predecessor entity, or who will engage in the practice of such profession in such limited liability company within thirty days of the date such professional becomes a member.

(b) With respect to a professional service limited liability company formed to provide medical services as such services, each member of such limited liability company must be licensed to practice medicine in the Nation. With respect to a professional service limited liability company formed to provide dental services, each member of such limited liability company must be licensed to practice dentistry in the Nation. With respect to a professional service limited liability company formed to provide professional engineering, land surveying, architectural and/or landscape architectural services, each member of such limited liability company must be licensed to practice one or more of such professions in the Nation.

(c) No member of a professional service limited liability company shall enter into a voting trust agreement, proxy or any other type of agreement vesting in another person, other than another member of such limited liability company or professional who would be eligible to become a member of such limited liability company, the authority to exercise voting power of any or all of the membership interests of such limited liability company. All membership interests or proxies granted or agreements made in violation of this section shall be void.

1209. DISQUALIFICATION OF MEMBERS, MANAGERS AND EMPLOYEES

If any member, manager or employee of a professional service limited liability company who has been rendering professional service to the public becomes legally disqualified to practice his, her or its profession within the Nation, he, she or it shall sever all employment with and financial interests (other than interests as a creditor or vested rights under a bona fide retirement program) in such limited liability company forthwith or as otherwise provided in section twelve hundred ten of this Code. All provisions of law regulating the rendering of professional services by a person elected or appointed to a public office shall be applicable to a member, manager or employee of such limited liability company in the same manner and to the same extent as if fully set forth herein. Such legal disqualification to practice such profession within the Nation shall be deemed to constitute an irrevocable offer by the disqualified member to sell his, her or its membership interest to the professional service limited liability company, pursuant to the provisions of section twelve hundred ten of this Code or of the articles of organization or operating agreement, which ever is applicable. Compliance with the terms of such offer shall be specifically enforceable in the Oneida Nation Court. A professional service limited liability company's failure to enforce compliance with this provision shall constitute a ground for its dissolution.

1210. DEATH, DISQUALIFICATION OR DISSOLUTION OF MEMBERS

(a) A professional service limited liability company shall purchase or redeem the membership interest of a member in case of such member's death or disqualification pursuant to the provisions of section twelve hundred nine of this Code or in the case of a member that is a professional service corporation, foreign professional service corporation, professional service limited liability company, foreign professional service limited liability company, registered limited liability partnership, foreign limited liability partnership or professional partnership, dissolution or disqualification of such professional service corporation, foreign professional service corporation, professional service limited liability company, foreign professional service limited liability company, registered limited liability partnership, foreign limited liability partnership or professional partnership (in the case of registered limited liability partnership, foreign limited liability partnership and professional partnership, other than a dissolution followed by a reconstruction where at least a majority of the total interests in the current profits of a successor partnership are held by partners of the predecessor partnership that was a registered limited liability partnership, foreign limited liability partnership or professional partnership who were partners of such predecessor partnership immediately prior to the dissolution of such predecessor partnership) or the death, dissolution or disqualification of all of its shareholders, members or partners, within six months after the appointment of the executor or administrator or other legal representative of the estate of such deceased member, or within six months after such disqualification or dissolution, at the book value of such membership interest as of the end of the month immediately preceding the death, disqualification or dissolution of the member as determined from the records of such limited liability company in accordance with its regular method of accounting. The operating agreement of such limited liability company may modify this section by providing for a shorter period of purchase or redemption, or an alternate method of determining the price to be paid for the membership interest, or both. If such limited liability company shall fail to purchase or redeem such membership interest within the required period, a successful plaintiff in an action to recover the purchase price of such membership interest shall also be awarded reasonable attorneys' fees and costs. Nothing herein contained shall prevent such limited liability company from paying pension benefits or other deferred compensation to or on behalf of a former or deceased member, manager or employee thereof, or where such member, manager or employee is a professional service corporation, foreign professional service corporation, professional service limited liability company, foreign professional service limited liability company, registered limited liability partnership, foreign limited liability partnership or professional partnership, on behalf of a former or deceased shareholder, officer, director, member, manager, partner, or employee of such professional service corporation, foreign professional service corporation, professional service limited liability company, foreign professional service limited liability company, registered limited liability partnership, foreign limited liability partnership or professional partnership, as otherwise permitted by law. The provisions of this section shall not be deemed to require the purchase of the membership interest of a disqualified member where the period of disqualification is for less than six months and the member again becomes eligible to practice his or her profession within six months from the date of disqualification (or, in the case of a disqualified member that is a professional service corporation, foreign professional service corporation, professional service limited liability company, foreign professional service limited liability company, registered limited liability partnership, foreign limited liability partnership or professional partnership, where the period of disqualification of such professional service corporation, foreign professional corporation, professional service limited liability company, foreign professional service limited liability company, registered limited liability partnership, foreign limited liability partnership or professional partnership or all shareholders, members or partners of such professional service corporation, foreign professional service corporation, professional service limited liability company, foreign professional service limited liability company, registered limited liability partnership, foreign limited liability partnership or professional partnership is for less than six months and such professional service corporation, foreign professional service corporation, professional service limited liability company, foreign professional service limited liability company, registered limited liability partnership, foreign limited liability partnership or professional partnership or each such shareholder, member or partner becomes eligible to practice his or her profession within six months from the date of disqualification).

(b) Notwithstanding the provisions of subdivisions (a) of this section, the professional service limited liability company shall not be required to purchase or redeem the membership interest of a deceased or disqualified or dissolved member if such membership interest, within the time limit prescribed by subdivision (a) of this section, is sold or transferred to another professional pursuant to the provisions of section twelve hundred eleven of this Code.

1211. TRANSFER OF A MEMBERSHIP INTEREST

(a) No member of a professional service limited liability company inay sell or assign his, her or its membership interest in such limited liability company except to another professional eligible to become a member of such limited liability company or except in trust to another professional who would be eligible to become a member if such professional were employed by such limited liability company.

(b) Nothing contained in subdivision (a) of this section shall be constructed to prohibit the assignment of a membership interest by operation of law or by court decree. An assignee of a membership interest by operation of law or court decree shall have the rights of an assignee of a membership interest set forth in section six hundred three of this Code. Such assignee shall automatically become a member of the professional service limited liability company if such assignee would be eligible to be a member of such limited liability company and, a majority in interest of the members shall fail to redeem the membership interest so transferred, pursuant to section twelve hundred ten of this Code, within sixty days of receiving written notice of such transfer.

(c) Any sale or transfer, except by operation of law or court decree or except for a professional service limited liability company having only one member, may be made only after the same shall have been approved by the vote or written consent of such proportion, not less than a majority in interest of the members, exclusive of the interest of the member proposing to sell or transfer such membership interest, as may be provided in the operating agreement of such professional service limited liability company. The voting interest held by the member proposing to sell or transfer his, her or its membership interest may not be voted or counted for any purpose, unless all the members consent that such interests be voted or counted. The professional service limited liability company may provide, in lieu of or in addition to the foregoing provisions, for the alienation of membership interests and may require the redemption of purchase of such membership interests by such limited liability company at prices and in a manner specifically set forth therein. The existence of the restrictions on the sale or transfer of a membership interest, as contained in this Code and, if applicable, in the operating agreement, shall be noted conspicuously on the face or back of every certificate representing a membership interest issued by a professional service limited liability company. Any sale or transfer in violation of such restrictions shall be void.

1212. LIMITED LIABILITY COMPANY NAME

(a) Notwithstanding any other provision of law, the name of a professional service limited liability company may contain any word that, at the time of formation, could be used in the name of a partnership or professional service corporation practicing a profession that such limited liability company is authorized to practice and may not contain any word that could not be used by such partnership or professional service corporation; provided, however, the name of a professional service limited liability company may not contain the name of a deceased person unless:

(1) such person's name was part of the name of such limited liability company at the time of such person's death; or

(2) such person's name was part of the name of an existing partnership or professional service corporation and at least two-thirds of such partnership's partners or corporation's shareholders, as the case may be, become members of such limited liability company.

(b) A professional service limited liability company name shall end with the words "Professional Limited Liability Company" or "Limited Liability Company" or the abbreviation "P.L.L.C.", "PLLC", "L.L.C." or "LLC". The provisions of subdivision (a) of section two hundred four of this Code shall not apply to a professional service limited liability company.

1213. LIMITED LIABILITY COMPANY ACT APPLICABLE

A professional service limited liability company may consolidate or merge with another limited liability company formed wider this Code, a foreign professional service limited liability company authorized to do business under this Code or other business entity, only if all of the professions practiced by such limited liability company, foreign limited liability company or other business entity could be practiced by a single limited liability company organized under this Code.

1214. MERGERS AND CONSOLIDATIONS

Notwithstanding any inconsistent provision of this Code, a professional service limited liability company, pursuant to the provisions of this Code, may be merged or consolidated with another limited liability company formed pursuant to the provisions of this Code, a foreign professional service limited liability company authorized to do business under article thirteen of this Code or other business entity formed or recognized under the laws of the Nation or any other state, provided that the limited liability company or other business entity that survives or that is formed pursuant thereto is a professional service limited liability company, a foreign professional service limited liability company authorized to do business under this Code or other business entity practicing the sane profession or professions in the Nation or the Nation of its formation. The restrictions on the issuance, transfer or sale or membership interests of a professional service limited liability company other than the requirements of the first two sentences of subdivision (c) of section twelve hundred eleven of this Code, shall be suspended for a period not exceeding thirty days with respect to any issuance, transfer or sale of membership interests made pursuant to such merger or consolidation, provided that (a) no person or business entity who would not be eligible to be a member in the absence of this section shall vote or receive any distribution from such limited liability company; (b) after such merger or consolidation, any professional service limited liability company that survives or that is created thereby shall be subject to all the provisions of this Code; and (c) membership interests thereafter may be held only by persons or business entities who are eligible to be a member of such professional service limited liability company. Nothing herein contained shall be construed as permitting the practice of a profession in the Nation by a limited liability company that is not formed pursuant to the provisions of this Code or authorized to do business in the Nation pursuant to the provisions of this Code.

CHAPTER 13 - FOREIGN PROFESSIONAL SERVICE LIMITED LIABILITY COMPANIES

1301. DEFINITIONS

As used in this Code, unless the context otherwise requires, the term:

(a) "Foreign professional service limited liability company'' means a professional service limited liability company, whether or not denominated as such, organized wider the laws of a jurisdiction other than the Nation, (i) each of whose members and managers, if any, is a professional authorized by law to render a professional service within the Nation and who is or has been engaged in the practice of such profession in such professional service limited liability company or a predecessor entity, or will engage in the practice of such profession in the professional service limited liability company within thirty days of the date such professional becomes a member, or each of whose members and managers, if any, is a professional at least one of such members is authorized by law to render a professional service within the Nation and who is or has been engaged in the practice of such profession in such professional service limited liability company or predecessor entity, or will engage in the practice of such profession in the professional service limited liability company within thirty days of the date such professional becomes a member, or (ii) authorized by, or holding a license, certificate, registration or permit issued by the licensing authority to render a professional service within the Nation; except that all members and managers, if any, of a foreign professional service limited liability company that provides health services in the Nation shall be licensed in the Nation. With respect to a foreign professional service limited liability company which provides veterinary services, each member of such foreign professional service limited liability company shall be licensed to practice veterinary medicine. With respect to a foreign professional service limited liability company which provides medical services: each member of such foreign professional service limited liability company must be licensed to practice medicine in the Nation. With respect to a foreign professional service limited liability company which provides dental services, each member of such foreign professional service limited liability company must be licensed to practice dentistry in the Nation. With respect to a foreign professional service limited liability company which provides professional engineering, land surveying, architectural and/or landscape architectural services, each member of such foreign professional service limited liability company must be licensed to practice one or more of such professions in the Nation.

(b) "Licensing authority" means, for the purposes of this Code, the State of New York.

(c) "Profession" includes any practice as any attorney and counselor-at-law, or as a licensed physician, and those professions designated in title eight of the New York education law.

(d) "Professional" means an individual duly authorized to practice a profession, a professional service corporation, a professional service limited liability company, a foreign professional service limited liability company, a registered limited liability partnership, a foreign limited liability partnership, a foreign professional service corporation or a professional partnership.

(e) "Professional service" means any type of service to the public that may be lawfully rendered by a member of a profession within the purview of his or her profession.

(f) "Professional partnership" means (1) a partnership without limited partners each of whose partners is a professional authorized by law to render a professional service within the Nation, (2) a partnership without limited partners each of whose partners is a professional, at least one of whom is authorized by law to render a professional service within the Nation or (3) a partnership without limited partners authorized by, or holding a license, certificate, registration or permit issued by the licensing authority pursuant to the New York education law to render a professional service within the Nation; except that all partners of a professional partnership that provides medical services in the Nation must be licensed to practice medicine in the Nation and all partners of a professional partnership that provides dental services in the Nation must be licensed to practice dentistry in the Nation; and further except that all partners of a professional partnership that provides professional engineering, land surveying, architectural, and/or landscape architectural services in the Nation must be licensed to practice one or more of such professions.

(g) "Professional service limited liability company" means a limited liability company organized under this Code.

1302. RENDERING OF PROFESSIONAL SERVICE

(a) No foreign professional service limited liability company may render a professional service in the Nation except through individuals authorized by law to render such professional service as individuals in the Nation.

(b) Each final plan and report made or issued by a foreign professional service limited liability company practicing professional engineering, architecture, landscape architecture or land surveying shall bear the name and seal of one or more professional engineers, architects, landscape architects, or land surveyors, respectively, who are in responsible charge of such plan or report.

(c) Each report, diagnosis, prognosis and prescription made or issued by a foreign professional service limited liability company practicing medicine, dentistry, podiatry, optometry, ophthalmic dispensing, veterinary medicine, pharmacy, nursing, psychology, physical therapy or chiropractic shall bear the signature of one or more physicians, dentists, podiatrists, optometrists, ophthalmic dispensers, veterinarians, pharmacists, nurses, licensed psychologists, physical therapists or chiropractors, respectively, who are in responsible charge of such report, diagnosis, prognosis or prescription.

(d) Each record, transcript, report and hearing report prepared by a foreign professional service limited liability company practicing certified shorthand reporting shall bear the signature of one or more certified shorthand reporters who are in responsible charge of such record, transcript, report or hearing report.

(e) Each report and statement prepared by a foreign professional service limited liability company practicing public accounting or certified public accounting shall bear the signature of one or more public accountants or certified public accountants, respectively, who are in responsible charge of such report or statement.

(f) Each opinion prepared by a foreign professional service limited liability company practicing law shall bear the signature of one or more attorneys and counselors-at-law who are in responsible charge of such opinion.

(g) In addition to the requirements in subdivision (b) through (f) of this section, each document prepared by a foreign professional service limited liability company that under the rules, regulations, laws or customs of the applicable profession is required to bear the signature of an individual in responsible charge of such document, shall be signed by one or more such individuals licensed to practice in the Nation.

1303. PROFESSIONAL RELATIONSHIPS AND LIABILITIES

(a) Each member, manager, employee or agent of a foreign professional service limited liability company who performs professional services in the Nation on behalf of such limited liability company shall be personally and fully liable and accountable for any negligent or wrongful act or misconduct committed by him or her or by any person under his or her direct supervision and control while rendering such professional services in the Nation and shall bear professional responsibility for compliance by such limited liability company with all laws, rules and regulations governing the practice of a profession in the Nation.

(b) Each shareholder, director, officer, employee, member, manager, partner or agent of a professional service corporation, foreign professional service corporation, professional service limited liability company, foreign professional service limited liability company, registered limited liability partnership, foreign limited liability partnership or professional partnership or professional partnership that is a member, manager, employee or agent of a foreign professional service limited liability company who performs professional services in the Nation on behalf of such foreign professional service limited liability company shall be personally and fully liable and accountable for any negligent or wrongful act or misconduct committed by him or her or by any person under his or her direct supervision and control while rendering professional services in the Nation in his or her capacity as a member, manager, employee or agent of such foreign professional service limited liability company and shall bear professional responsibility for compliance by such limited liability company with all laws, rules and regulations governing the practice of the profession in the Nation.

(c) The relationship of a professional to a foreign professional service limited liability company with which such professional is associated, whether as a member, manager, employee or agent, shall not modify or diminish the jurisdiction over such professional of the licensing authority and in the case of an attorney and counselor-at-law or a professional service corporation, foreign professional service corporation, professional service limited liability company, foreign professional service limited liability company, registered limited liability partnership, foreign limited liability partnership or professional partnership, engaged in the practice of law, the Oneida Nation Court.

1304. FOREIGN PROFESSIONAL SERVICE LIMITED LIABILITY COMPANY

No foreign professional service limited liability company shall engage in any profession or carry on, or conduct or transact any other business or activities in the Nation other than the rendering of the professional services or the carrying on, or conducting or transacting of any other business or activities for which it is formed and is authorized to do business in the Nation; provided that such limited liability company inay invest its funds in real estate, mortgages, stocks, bonds or any other type of investments; provided, further, that a foreign professional service limited liability company (i) authorized to practice law may only engage in another profession or other business or activities in the Nation or (ii) which is engaged in a profession or other business or activities other than law, may only engage in the practice of law in the Nation, to the extent not prohibited by any other law of the Nation or any rule adopted by the Oneida Nation Court.

1305. LIMITED LIABILITY COMPANY ACT APPLICABLE

Except for the provisions of sections eight hundred two and eight hundred nine of this Code, this Code shall be applicable to a foreign professional service limited liability company to the extent that the provisions thereof are not in conflict with the provisions of this Code. A foreign professional service limited liability company may practice in the Nation or may consolidate or merge with another limited liability company or other business entity, only if all of the professions practiced by such limited liability company or other business entity could be practiced by a single professional service limited liability company organized in the Nation.

1306. FILING REQUIREMENTS

(a) A foreign professional service limited liability company may apply for authority to do business in the Nation. An application entitled "Application for authority...(name of limited liability company) under section thirteen hundred six of the Limited Liability Company Code," shall be signed and verified by an authorized person for the limited liability company and delivered to the Nation Clerk. It shall set forth:

(1) the name of the foreign professional service limited liability company. If the name does not end with the words "Professional Limited Liability Company" or "Limited Liability Company" or the abbreviation "P.L.L.C.","PLLC", "L.L.C.", or "LLC", it shall in addition to the foregoing set forth the name to be used in the Nation, ending with the words "Professional Limited Liability Company" or "Limited Liability Company" or the abbreviation "P.L.L.C.", "PLLC", "L.L.C.", Or"LLC";

(2) the jurisdiction and date of its formation:

(3) a statement of the profession or professions to be practiced in the Nation and a statement that the foreign professional service limited liability company is authorized to practice such profession or professions in the jurisdiction of its formation;

(4) the name, address and, where applicable, license number of each professional within the foreign professional service limited liability company who is licensed to practice the profession or professions in the Nation;

(5) the address where its office is to be located;

(6) a designation of the Nation Clerk as its agent upon whom process against it may be served and the post office address within or without the Nation to which the Nation Clerk shall mail a copy of any process against it served upon him or her; and

(7) if it is to have a registered agent, his or her name and address within the Nation and a statement that the registered agent is to be its agent upon whom process against it may be served.

(b) Attached to the application for authority shall be:

(1) a certificate by an authorized officer of the jurisdiction of its formation that the foreign professional service limited liability company is an existing limited liability company;

(2) a certificate or certificates issued by the licensing authority that each professional within such limited liability company who is an individual and intending to practice the profession or professions in the Nation is licensed to practice said profession or professions in the Nation and for each such professional that is a professional service limited liability company, foreign professional service limited liability company, registered limited liability partnership, foreign limited liability partnership or professional partnership, (A) such certificate or certificates issued by the licensing authority shall certify either (i) that each such professional service limited liability company, foreign professional service limited liability company, registered limited liability partnership, foreign limited liability partnership or professional partnership intending to practice a profession in the Nation is authorized by law to practice in the Nation the profession that such foreign limited liability company intends to practice in the Nation and, if applicable, that each shareholder, member or partner of such proposed member or manager is authorized by law to render the professional service that such foreign limited liability company intends to practice in the Nation or (ii) that one or more of such professional service limited liability company, foreign professional service limited liability company, registered limited liability partnership, foreign limited liability partnership or professional partnership, intending to practice a profession in the Nation is authorized by law to practice in the Nation the profession that such foreign limited liability company intends to practice and that one or more of the shareholders, members or partners of such proposed members or managers are authorized to practice within the Nation each profession that such foreign limited liability company will be authorized to practice within the Nation and (B) there shall be attached to the application for authority a certificate by an authorized officer of the jurisdiction of its formation that the professional service limited liability company, foreign professional service limited liability company, registered limited liability partnership or foreign limited liability partnership is validly existing and, in the case of a foreign professional service limited liability company or foreign limited liability partnership, a certificate from the Nation Clerk that such foreign professional service limited liability company or foreign limited liability partnership is authorized to do business under the laws of the Nation; and

(3) a certificate or certificates, issued by the licensing authority in the case of a foreign professional service limited liability company providing health services, stating that each member or manager of the foreign professional service limited liability company is licensed to practice said profession in the Nation.

1308. REGULATION OF PROFESSIONS

(a) A foreign professional service limited liability company, other than a foreign professional service limited liability company authorized to practice law, shall be under the supervision of the Nation Clerk and be subject to disciplinary proceedings and penalties, and its authority to do business shall be subject to suspension: revocation or annulment for cause.

(b) A foreign professional service limited liability company authorized to practice law shall be subject to the regulation and control of, and its authority to do business shall be subject to suspension, revocation or annulment for cause by the Oneida Nation Court.

1309. LICENSING OF INDIVIDUALS

No member, manager or employee of a foreign professional service limited liability company who is an individual shall practice his or her profession in the Nation unless such individual is duly licensed to practice such profession in the Nation.

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