§428-203  Articles of organization. (a)  [Subsection effective until June 30, 2010.  For subsection effectiveJuly 1, 2010, see below.]  Articles of organization of a limited liabilitycompany shall set forth:

(1)  The name of the company;

(2)  The mailing address of the company's initialprincipal office, the street address of its initial registered office in thisState, and the name of its initial registered agent at its registered office inthis State;

(3)  The name and address of each organizer;

(4)  Whether the duration of the company is for aspecified term and, if so, the period specified;

(5)  Whether the company is to be manager-managed,and:

(A)  If so, the name and address of eachinitial manager, and the number of initial members; or

(B)  If not, the name and address of eachinitial member; and

(6)  Whether the members of the company are to beliable for its debts and obligations under section 428-303(c).

(a)  [Subsection effective July 1, 2010.  Forsubsection effective until June 30, 2010, see above.]  Articles oforganization of a limited liability company shall set forth:

(1)  The name of the company;

(2)  The mailing address of the company's initialprincipal office and the information required by section 425R-4(a);

(3)  The name and address of each organizer;

(4)  Whether the duration of the company is for aspecified term and, if so, the period specified;

(5)  Whether the company is to be manager-managed,and:

(A)  If so, the name and address of eachinitial manager, and the number of initial members; or

(B)  If not, the name and address of eachinitial member; and

(6)  Whether the members of the company are to beliable for its debts and obligations under section 428-303(c).

(b)  Articles of organization of a limitedliability company may set forth:

(1)  Provisions permitted to be set forth in anoperating agreement; or

(2)  Other matters not inconsistent with law.

(c)  Articles of organization of a limitedliability company may not vary the nonwaivable provisions of section 428-103(b). As to all other matters, if any provision of an operating agreement isinconsistent with the articles of organization:

(1)  The operating agreement controls as to managers,members, and members' transferees; and

(2)  The articles of organization control as topersons other than managers, members, and their transferees who rely on thearticles to their detriment.

(d)  The duration of a limited liabilitycompany is at-will unless a term for its duration is specified in its articlesof organization. [L 1996, c 92, pt of §1; am L 2000, c 219, §70; am L 2002, c130, §104; am L 2009, c 55, §55]