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

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

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

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

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