§428-404  Management of the limitedliability company.  (a)  In a member-managed limited liability company:

(1)  Each member has equal rights in the managementand conduct of the company's business; and

(2)  Except as specified in subsection (c), any matterrelating to the business of the company may be decided by a majority of themembers.

(b)  In a manager-managed limited liabilitycompany:

(1)  The manager or managers have the exclusiveauthority to manage and conduct the company's business;

(2)  Except as specified in subsection (c), any matterrelating to the business of the company may be exclusively decided by themanager or, if there is more than one manager, by a majority of the managers;and

(3)  A manager shall:

(A)  Be designated, appointed, elected,removed, or replaced by a vote, approval, or consent of a majority of themembers; and

(B)  Remain in office until a successor hasbeen elected, unless the manager resigns or is removed sooner.

(c)  The only matters of a limited liabilitycompany's business that require the consent of all the members are:

(1)  Amendments to the operating agreement undersection 428-103;

(2)  Authorization or ratification of acts ortransactions under section 428-103(b)(2)(B) which would otherwise violate theduty of loyalty;

(3)  Amendments to the articles of organization undersection 428-204;

(4)  Compromising an obligation to make a contributionunder section 428-402(b);

(5)  Compromising among members, an obligation of amember to make a contribution or return money or other property paid ordistributed in violation of this chapter;

(6)  Making interim distributions under section428-405(a);

(7)  Admission of a new member;

(8)  Use of the company's property to redeem aninterest subject to a charging order;

(9)  Consent to dissolve the company under section428-801(2);

(10)  Waiving of the right to have the company'sbusiness wound up and the company terminated under section 428-802(b);

(11)  Merging the company with another entity undersection [428-904(e)(1)]; and

(12)  Selling, leasing, exchanging, or otherwisedisposing of all, or substantially all, of the company's property with orwithout goodwill.

(d)  Action requiring the consent of members ormanagers under this chapter may be taken with or without a meeting.  If ameeting is otherwise required and written action in lieu thereof is notprohibited, the written action must be evidenced by one or more consentsreflected in a record describing the action taken and signed by all of themembers or managers entitled to vote on the action.

(e)  A member or manager may appoint a proxy tovote or  otherwise act for the member or manager by signing an appointment instrument, either personally or by the member's or manager'sattorney-in-fact.  An appointment of a proxy is valid for eleven months unlessa different time is specified in the appointment instrument.  An appointment isrevocable by the member or manager unless the appointment form conspicuouslystates that it is irrevocable and the appointment is coupled with an interest,in which case the appointment is revoked when the interest is extinguished. [L1996, c 92, pt of §1; am L 1999, c 164, §4; am L 2001, c 129, §94]