29-633

29-633. Amendment of articles of organization;
restatement; publication

A. The articles of organization of a limited liability company are amended by
filing with the commission the articles of amendment, signed on behalf of the limited
liability company by a manager if management of the limited liability company is vested
in one or more managers or by a member if management of the limited liability company is
reserved to the members. The articles of amendment shall set forth:

1. The name of the limited liability company.

2. The text of the amendment to the articles of organization.

B. A limited liability company shall amend its articles of organization if there is
a statement in the articles of organization that was false or erroneous when it was made
or within thirty days after the occurrence of any of the following events:

1. Any arrangements or facts have changed making the articles of organization
inaccurate in any respect other than those changes required to be set forth in a
statement delivered to the commission pursuant to section 29-605.

2. Management of the limited liability company is reserved to the members and there
is a change in the persons who are members.

3. Management of the limited liability company is vested in a manager or managers
and there is a change in the persons who are managers or in the members who own a twenty
per cent or greater interest in the capital or profits interest of the limited liability
company.

C. A limited liability company may amend its articles of organization if its
articles of organization as amended contain only provisions that may be lawfully
contained in the articles of organization at the time of making the amendment. In
particular and without limitation on the general power of amendment, a limited liability
company may amend its articles of organization to:

1. Change the name of the limited liability company.

2. Change, enlarge or diminish the purposes of the limited liability company.

3. If management is reserved to the members of a limited liability company, vest
management of the limited liability company in one or more managers.

4. If management is vested in one or more managers, vest management of the limited
liability company in the members.

D. A limited liability company may restate its articles of organization. Restated
articles of organization shall be executed and filed in the same manner as articles of
amendment. Restated articles of organization shall be specifically designated as such in
the heading and shall state either in the heading or in an introductory paragraph the
limited liability company's present name and, if it has been changed, all of its former
names.

E. A limited liability company that has not amended its articles of organization as
required by this section may not maintain an action upon or on account of a contract or
transaction made in the name of the limited liability company in any court of this state
until it has first amended its articles of organization as required by this section. No
person has any liability because an amendment to articles of organization has not been
filed to reflect the occurrence of any event prescribed by subsection B of this section
if the amendment is filed within the thirty-day period specified in subsection B of this
section.

F. Within sixty days after the commission approves the filing, a copy of the
articles of amendment or restated articles of organization shall be published in a
newspaper of general circulation in the county of the known place of business for three
consecutive publications. An affidavit evidencing publication may be filed with the
commission. Publication is not required if amendments to the articles of organization or
restated articles of organization only change any of the following:

1. The name or address of members or managers.

2. The known place of business address.

3. The name or address of the statutory agent.