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 […]
403 – Meetings of Members.
§ 403. Meetings of members. Except as provided in the operating agreement, a limited liability company shall hold meetings of members annually. Meetings of members may be held at a place, either within or outside this state, as may be fixed by or in accordance with the operating agreement, or if not so fixed, at […]
404 – Quorum of Members.
§ 404. Quorum of members. (a) Except as provided in the operating agreement, a majority in interest of the members entitled to vote shall constitute a quorum at a meeting of members for the transaction of any business, provided that when a specified item of business is required to be voted on by a class […]
405 – Notice of Meetings of Members.
§ 405. Notice of meetings of members. (a) Except as provided in the operating agreement, whenever under the provisions of this chapter members are required or permitted to take any action by vote at a meeting, written notice shall be given stating the place, date and hour of the meeting, indicating that it is being […]
406 – Waiver of Notice.
§ 406. Waiver of notice. Except as provided in the operating agreement, notice of meeting need not be given to any member who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any member at a meeting, in person or by proxy, without protesting […]
407 – Action by Members Without a Meeting.
§ 407. Action by members without a meeting. (a) Whenever under this chapter members of a limited liability company are required or permitted to take any action by vote, except as provided in the operating agreement, such action may be taken without a meeting, without prior notice and without a vote, if a consent or […]
408 – Management by Managers.
§ 408. Management by managers. (a) If the articles of organization provides that the management of the limited liability company shall be vested in a manager or managers or class or classes of managers, then the management of the limited liability company shall be vested in one or more managers or classes of managers in […]
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 […]