601 – Nature of Membership Interest.
§ 601. Nature of membership interest. A membership interest in the limited liability company is personal property. A member has no interest in specific property of the limited liability company.
602 – Admission of Members.
§ 602. Admission of members. (a) A person becomes a member of a limited liability company on the later of: (1) the effective date of the initial articles of organization; or (2) the date as of which the person becomes a member pursuant to this section or the operating agreement; provided, however, that if such […]
603 – Assignment of Membership Interest.
§ 603. Assignment of membership interest. (a) Except as provided in the operating agreement, (1) a membership interest is assignable in whole or in part; (2) an assignment of a membership interest does not dissolve a limited liability company or entitle the assignee to participate in the management and affairs of the limited liability company […]
501 – Form of Capital Contributions.
§ 501. Form of capital contributions. The contribution of a member to the capital of a limited liability company may be in cash, property or services rendered or a promissory note or other obligation to contribute cash or property or to render services, or any combination of the foregoing.
502 – Liability for Contributions.
§ 502. Liability for contributions. (a) Except as provided in the operating agreement, a member is obligated to the limited liability company to perform any promise to contribute cash or property or to perform services that is otherwise enforceable in accordance with applicable law, even if he or she is unable to perform because of […]
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 […]