§ 14-11-301. Agency of Members and Managers
Except as provided in subsection (b) of this Code section, every member is an agent of the limited liability company for the purpose of its business and affairs, and the act of any member, including, but not limited to, the execution in the name of the limited liability company of any instrument for apparently carrying […]
§ 14-11-302. Limitations on Authority to Convey Real Property
Limitations on the authority of any or all members or managers that are set forth in a limited liability company’s articles of organization shall be conclusively presumed in favor of the limited liability company and against a grantee of the limited liability company, or a person claiming through such grantee, with respect to limited liability […]
§ 14-11-303. Liability to Third Parties
A person who is a member, manager, agent, or employee of a limited liability company is not liable, solely by reason of being a member, manager, agent, or employee of the limited liability company, under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of […]
§ 14-11-304. Management
Unless the articles of organization or a written operating agreement vests management of the limited liability company in a manager or managers, management of the business and affairs of the limited liability company shall be vested in the members, and, subject to any provisions in the articles of organization or a written operating agreement, the […]
§ 14-11-305. Duties
In managing the business or affairs of a limited liability company: A member or manager shall act in a manner he or she believes in good faith to be in the best interests of the limited liability company and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. […]
§ 14-11-306. Indemnification
Subject to such standards and restrictions, if any, as are set forth in the articles of organization or a written operating agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever arising […]
§ 14-11-307. Conflicting Interest Transactions
The provisions of this Code section shall apply to a limited liability company unless its articles of organization or a written operating agreement provides that they shall not apply. If the provisions of this Code section apply to a limited liability company, its articles of organization or a written operating agreement may limit, expand, or […]
§ 14-11-308. Approval Rights of Members and Managers
Except as otherwise provided in this chapter or in the articles of organization or a written operating agreement, and subject to subsection (b) of this Code section: If management of the limited liability company is vested in the members, each member shall have one vote with respect to, and the affirmative vote, approval, or consent […]
§ 14-11-309. Action Without Meeting
Except as otherwise provided in the articles of organization or a written operating agreement: Action required or permitted by this chapter to be taken by members or managers may be taken without a meeting if the action is taken by all the members or managers entitled to vote on the action or, if so provided […]
§ 14-11-310. Meetings
Except as otherwise provided in the articles of organization or a written operating agreement, if the limited liability company has more than one manager: Meetings of managers may be called by any manager; At least two days’ notice of any meeting of managers shall be given by any manager calling the meeting; Managers may participate […]