[§428-303]  Liability of members and
managers.  (a)  Except as otherwise provided in subsection (c), the debts,
obligations, and liabilities of a limited liability company, whether arising in
contract, tort, or otherwise, are solely the debts, obligations, and
liabilities of the company.  A member or manager shall not be personally liable
for any debt, obligation, or liability of the company solely by reason of being
or acting as a member or a manager.



(b)  The failure of a limited liability company
to observe the usual company formalities or requirements relating to the
exercise of its company powers or management of its business shall not be a
ground for imposing personal liability on the members or managers for
liabilities of the company.



(c)  All or specified members of a limited
liability company shall be liable in their capacity as members for all or
specified debts, obligations, or liabilities of the company if:



(1)  A provision to that effect is contained in the
articles of organization; and



(2)  A member so liable has consented in writing to
the adoption of the provision or to be bound by the provision. [L 1996, c 92,
pt of §1]