57D-3-01. Admission of members; economic interest owners. (a) A person becomes a member through the following: (1) In the case of a person executing the articles of organization in the capacity of a member as provided in G.S. 57D-2-21(a)(2), or otherwise being named in the articles of organization as a member, at the time the […]
57D-3-02. Cessation of membership. (a) A person ceases to be a member upon the occurrence of any of the following events: (1) The person does any of the following: a. Becomes a debtor in bankruptcy. b. Executes an assignment for the benefit of creditors under any applicable law. c. Has a general receiver appointed for […]
57D-3-03. Approval of members. The approval of all members is required to do any of the following: (1) Adopt or amend an operating agreement. (2) Admit any person as a member. (3) Other than in the ordinary course of business, transfer in one transaction or a series of related transactions all or substantially all of […]
57D-3-04. Information rights. (a) Subject to the other provisions of this section, each member may inspect and copy or otherwise obtain from the LLC any of the following: (1) A copy of the articles of organization and any other writing constituting all or part of the operating agreement, including any executed power of attorney under […]
57D-3-20. Management; managers. (a) The management of an LLC and its business is vested in the managers. (b) Each manager has equal rights to participate in the management of the LLC and its business. Management decisions approved by a majority of the managers are controlling. The managers may make management decisions without a meeting and […]
57D-3-21. Duties of company officials; standards of conduct. (a) The managers shall manage the LLC and conduct the LLC’s business in accordance with the operating agreement. (b) Each manager shall discharge that person’s duties (i) in good faith, (ii) with the care an ordinary prudent person in a like position would exercise under similar circumstances, […]
57D-3-22. Delegation of authority of managers and other company officials. The managers having general power to manage the LLC may delegate authority to act on behalf of the LLC to persons other than managers. The delegation of authority may be general or limited to specific matters. No such delegation of authority will cause any manager […]
57D-3-23. Application to company officials. G.S. 57D-3-20(e), 57D-3-21, and 57D-3-22 shall apply to company officials who are not managers by substituting the term "company official" in lieu of the term "manager" in each place where the term appears in those provisions. (2013-157, s. 2.)
57D-3-30. Liability of members, managers, and other company officials to third parties. A person who is an interest owner, manager, or other company official is not liable for the obligations of the LLC solely by reason of being an interest owner, manager, or other company official. (2013-157, s. 2.)
57D-3-31. Indemnification. (a) An LLC shall indemnify a person who is wholly successful on the merits or otherwise in the defense of any proceeding to which the person was a party because the person is or was a member, a manager, or other company official if the person also is or was an interest owner […]
