450.4401 Management vested in members. Sec. 401. Unless the articles of organization state that the business of the limited liability company is to be managed by 1 or more managers, the business of the limited liability company shall be managed by the members, subject to any provision in an operating agreement restricting or enlarging the […]
450.4402 Managers; delegation; qualifications; number; notice of delegation. Sec. 402. (1) The articles of organization may provide that the business of the limited liability company shall be managed by or under the authority of 1 or more managers. The delegation of the management of a limited liability company to managers is subject to any provision […]
450.4403 Managers; selection; vote; removal; notice. Sec. 403. (1) A vote of a majority in interest of the members entitled to vote in accordance with section 502(1) is required to select 1 or more managers to fill initial positions or vacancies. (2) The members may remove 1 or more managers with or without cause unless […]
450.4404 Managers; duties; action for failure to perform duties. Sec. 404. (1) A manager shall discharge the duties of manager in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the manager reasonably believes to be in the best interests of the […]
450.4405 Managers; voting requirements. Sec. 405. (1) Except as otherwise provided in the articles of organization or an operating agreement, voting by managers shall be as provided in this section. (2) If management of a limited liability company is delegated to managers under section 402 and the limited liability company has more than 1 manager, […]
450.4406 Manager as agent. Sec. 406. A manager is an agent of the limited liability company for the purpose of its business, and the act of a manager, including the execution in the limited liability company name of any instrument, that apparently carries on in the usual way the business of the limited liability company […]
450.4407 Managers; eliminating or limiting liability; exceptions. Sec. 407. A provision in the articles of organization or an operating agreement may eliminate or limit the monetary liability of a manager to the limited liability company or its members for breach of any duty established in section 404, except that the provision does not eliminate or […]
450.4408 Repealed. 2010, Act 290, Imd. Eff. Dec. 16, 2010. Compiler’s Notes: The repealed section pertained to indemnification of manager against losses, expenses, claims, and demands for alleged acts or omissions.
450.4409 Manager or agent with interest in company; effect; majority vote by members with no interest in transaction; claims. Sec. 409. (1) Except as otherwise provided in an operating agreement, a transaction in which a manager or agent of a limited liability company is determined to have an interest shall not, because of the interest, […]
