413 – Election and Term of Managers.
§ 413. Election and term of managers. (a) Except as provided in the operating agreement, if the articles of organization provides that management shall be vested in one or more managers, the members shall vote in accordance with section four hundred two of this article to designate or elect annually the manager or managers of […]
414 – Removal or Replacement of Managers.
§ 414. Removal or replacement of managers. Except as provided in the operating agreement, any or all managers of a limited liability company may be removed or replaced with or without cause by a vote of a majority in interest of the members entitled to vote thereon.
415 – Resignation of Managers.
§ 415. Resignation of managers. Except as provided in the operating agreement, a manager may resign at any time by giving written notice to the limited liability company; provided, however, that if the resignation violates any provision contained in the operating agreement or the provision of any contractual agreement between the manager and the limited […]
416 – Vacancies.
§ 416. Vacancies. (a) Except as provided in the operating agreement, if management of the limited liability company is vested in a group of managers, any vacancies occurring in such group may be filled by the vote of a majority in interest of the members entitled to vote thereon. (b) Except as provided in the […]
417 – Operating Agreement.
§ 417. Operating agreement. (a) Subject to the provisions of this chapter, the members of a limited liability company shall adopt a written operating agreement that contains any provisions not inconsistent with law or its articles of organization relating to (i) the business of the limited liability company, (ii) the conduct of its affairs and […]
418 – Classes and Voting of Members.
§ 418. Classes and voting of members. (a) The articles of organization of a limited liability company may provide for classes or groups of members having such relative rights, powers, preferences and limitations as the operating agreement of such limited liability company may provide. The articles of organization may make provision for the future creation, […]
419 – Classes and Voting of Managers.
§ 419. Classes and voting of managers. (a) The articles of organization of a limited liability company may provide for classes or groups of managers having such relative rights, powers, preferences and limitations as the operating agreement may provide. The articles of organization may make provision for the future creation, in the manner provided in […]
420 – Indemnification.
§ 420. Indemnification. Subject to the standards and restrictions, if any, set forth in its operating agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless, and advance expenses to, any member, manager or other person, or any testator or intestate of such member, manager or other person, from […]
409 – Duties of Managers.
§ 409. Duties of managers. (a) A manager shall perform his or her duties as a manager, including his or her duties as a member of any class of managers, in good faith and with that degree of care that an ordinarily prudent person in a like position would use under similar circumstances. (b) In […]
410 – Qualification of Managers.
§ 410. Qualification of managers. (a) Unless otherwise provided in the operating agreement, a manager may, but need not, be a member of the limited liability company. (b) The operating agreement may prescribe qualifications for managers.