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Title

11

:
Corporations, Partnerships and Associations






Chapter

021

:
LIMITED LIABILITY COMPANIES






Subchapter

004
:
RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY








[Section 3054 repealed effective July 1, 2016.]

[Section 3054 repealed effective July 1,

2016.]

§

3054. Management of limited liability company

(a) In a

member-managed limited liability company:

(1) each member

has equal rights in the management and conduct of the company's business; and

(2) except as otherwise

provided in subsection (c) of this section or in subdivision 3101(3)(A) of this

title, any matter relating to the business of the company may be decided by a

majority of the members.

(b) In a

manager-managed limited liability company:

(1) except as

otherwise provided in subsection (c) of this section, the managers have the

exclusive authority to manage and conduct the company's business;

(2) except as

specified in subsection (c) of this section or in subdivision 3101(3)(A) of

this title, any matter relating to the business of the company may be

exclusively decided by the manager or, if there is more than one manager, by a

majority of the managers; and

(3) a manager:

(A) must be

designated, appointed, elected, removed or replaced by a vote, approval or

consent of a majority of the members; and

(B) holds office

until a successor has been elected and qualified, unless the manager sooner

resigns or is removed.

(c) Matters of a

limited liability company's business requiring the consent of all the members

are:

(1) the

amendment of the operating agreement under section 3003 of this title;

(2) the

authorization or ratification of acts or transactions under subdivision

3003(b)(2)(B) of this title which would otherwise violate the duty of loyalty;

(3) an amendment

to the articles of organization under section 3024 of this title;

(4) the

compromise of an obligation to make a contribution under subsection 3052(b) of

this title;

(5) the

compromise, as among members, of an obligation of a member to make a contribution

or return money or other property paid or distributed in violation of this

chapter;

(6) the making

of interim distributions under subsection (a) of section 3055 of this title;

(7) the

admission of a new member;

(8) the use of

the company's property to redeem an interest subject to a charging order;

(9) a waiver of

the right to have the company's business wound up and the company terminated

under subsection 3102(b) of this title; and

(10) the sale,

lease, exchange or other disposal of all, or substantially all, of the

company's property with or without goodwill.

(d) Action

requiring the consent of members or managers under this chapter may be taken at

a meeting of the members or managers. An action that may be taken at a meeting

of the members or managers may be taken without a meeting if the action is

taken by all of the members or managers entitled to vote on the action. The

action must be evidenced by one or more consents reflected in a record

describing the action taken and signed by all of the members or managers

entitled to vote on the action.

(e) A member or

manager may appoint a proxy to vote or otherwise act for the member or manager

by signing an appointment instrument, either personally or by the member's or

manager's attorney-in-fact. An appointment of a proxy is valid for 11 months

unless a different time is specified in the appointment instrument. An

appointment is revocable by the member or manager unless the appointment form

conspicuously states that it is irrevocable and the appointment is coupled with

an interest, in which case the appointment is revoked when the coupled interest

is extinguished. (Added 1995, No. 179 (Adj. Sess.), § 4.)