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Sec. 10.50.110. Management generally.

(a) Except as otherwise provided in the company’s articles of organization, the members of a limited liability company manage the affairs and make the decisions of the company. Management by the members is subject to a provision in an operating agreement or this chapter limiting or increasing the management rights and duties of the members, […]

Sec. 10.50.115. Appointment, removal, and replacement of managers.

Except as otherwise provided in an operating agreement of a limited liability company, a manager of the company may not be appointed, removed, or replaced, unless more than one-half of all of the members of the company authorize the appointment, removal, or replacement.

Sec. 10.50.120. Eligibility and number of managers.

Unless otherwise provided in an operating agreement of the company, a manager of a limited liability company may be a person who is not an individual or a member of the company. A company may have more than one manager.

Sec. 10.50.125. Tenure of manager.

(a) Unless otherwise provided in an operating agreement of the company, a manager of a limited liability company holds office until the manager’s successor is elected and qualified, unless the manager resigns or is removed earlier. (b) A manager may not resign as manager of a limited liability company except at the time or upon […]

Sec. 10.50.130. Limitation of member fiduciary duty.

Unless otherwise provided in an operating agreement of the company, if a person is a member of a limited liability company that is managed by a manager and if the person is not a manager, the person does not have the fiduciary duty of a manager to the company or to the other members of […]

Sec. 10.50.135. Duty of care.

(a) A person who is a manager or a managing member of a limited liability company shall perform the duties of management in good faith, in a manner the person reasonably believes to be in the best interests of the company, and with the care, including reasonable inquiry, that an ordinarily prudent person in a […]

Sec. 10.50.140. Conflicts of interest.

(a) A contract or other transaction between a limited liability company and a manager or managing member of a limited liability company, or between a limited liability company and a limited liability company, foreign limited liability company, corporation, firm, or association in which a manager or managing member of the company has a material financial […]

Sec. 10.50.145. Loans to managers, managing members, and employees.

(a) A loan may not be extended by a limited liability company to an employee without authorization by the company’s managers or managing members. A loan may not be extended to a manager or a managing member of a limited liability company without the approval of two-thirds of the company’s members. An employee who is […]

Sec. 10.50.150. Authorization of company affairs.

(a) Unless otherwise provided in an operating agreement of the company, the company’s articles of organization, or by this chapter, if the company is not managed by a manager, the consent of more than one-half of all of the members of a limited liability company is required to decide the affairs of the company. (b) […]