General. In the event the LLC is board-managed, the initial board of governors may be named in the articles or may be elected by the members. The board of governors must consist of one (1) or more entities which are members or individuals. The number of governors must be fixed by or in the manner […]
Natural Person. Governors must be natural persons. The method of election and any additional qualifications for governors may be imposed by or in the manner provided in the articles or operating agreement. Nonresident. Unless the articles or operating agreement provides otherwise, a governor need not be a resident of this state or a member of […]
General. Unless fixed terms (including staggered terms) are provided for in the articles or operating agreement, a governor serves for an indefinite term that expires at the next regular meeting of the members. A fixed term of a governor must not exceed three (3) years. A governor holds office for the term for which the […]
The expiration of a governor’s term with or without the election of a qualified successor does not make prior or subsequent acts of the governors or the board of governors void or voidable.
Subject to any limitations in the articles or operating agreement, the board of governors may fix the compensation of governors for the following board. Such compensation is subject to approval by the members. If the initial board of governors is selected by the organizers, that board’s compensation, if any, shall be retroactively established by the […]
Governors may be divided into classes as provided in the articles or operating agreement.
Plurality. Unless otherwise provided in the articles or operating agreement, governors are elected by a plurality of the voting power exercised in the election at a meeting at which a quorum is present. Noncumulative Voting. Members do not have a right to cumulate their votes for governors unless the articles or operating agreement so provides. […]
A governor may resign at any time by giving a written resignation to the secretary or chief manager of the LLC. The resignation is effective without acceptance when such resignation is actually received by the secretary or chief manager of the LLC, unless a later effective time is specified in such resignation.
The members may remove one (1) or more governors with or without cause at any time unless the articles or operating agreement provide that governors may only be removed for cause. If a governor is elected by a voting group of members, only the members of that voting group may participate in the vote to […]
Unless the articles or operating agreement provide otherwise, if a vacancy occurs on a board of governors, including a vacancy resulting from an increase in the number of governors or a vacancy resulting from a removal with or without cause: The members may fill the vacancy; The board of governors may fill the vacancy; or […]
Time and Place. Meetings of the board of governors may be held from time to time as provided in the articles or operating agreement at any place within or without the state that the board of governors may select or by any means described in subsection (b). If the board of governors fails to select […]
Unless the articles or operating agreement requires a different number, a quorum of a board of governors consists of: A majority of the fixed number of governors, if the LLC has a fixed board size; A majority of the number of governors prescribed under § 48-239-101, or if no number is prescribed, the number in […]
Method. Unless the articles or operating agreement provides otherwise, an action required or permitted to be taken at a board of governors meeting may be taken without a meeting. If all governors consent to taking such action without a meeting, the affirmative vote of the number of governors that would be necessary to authorize or […]
Generally. With respect to a board-managed LLC, a resolution approved by the affirmative vote of a majority of the board of governors may establish committees having the authority of the board in the management of the business of the LLC only to the extent provided in the resolution, including special litigation committees to consider legal […]
Standard and Liability. A governor shall discharge the duties of the position as a governor, including duties as a member of a committee, in good faith, in a manner the governor reasonably believes to be in the best interests of the LLC, and with the care an ordinarily prudent person in a like position would […]
Definition and Scope. A conflict of interest transaction is a transaction with the LLC in which a governor, manager or non-governor member of a special litigation committee of the LLC has a direct or indirect interest. A conflict of interest transaction is not voidable by the LLC solely because of the governor’s or manager’s interest […]
