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



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



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



(b)  In a manager-managed limited liability
company:



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



(2)  Except as specified in subsection (c), any matter
relating to the business of the company may be exclusively decided by the
manager 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 the
members; and



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



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



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



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



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



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



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



(6)  Making interim distributions under section
428-405(a);



(7)  Admission of a new member;



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



(9)  Consent to dissolve the company under section
428-801(2);



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



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



(12)  Selling, leasing, exchanging, or otherwise
disposing of all, or substantially all, of the company's property with or
without goodwill.



(d)  Action requiring the consent of members or
managers under this chapter may be taken with or without a meeting.  If a
meeting is otherwise required and written action in lieu thereof is not
prohibited, the written action must be evidenced by one or more consents
reflected in a record describing the action taken and signed by all of the
members or managers entitled to vote on the action.



(e)  A member or manager may appoint a proxy to
vote or  otherwise act for the member or manager by signing an appointment 
instrument, either personally or by the member's or manager's
attorney-in-fact.  An appointment of a proxy is valid for eleven months unless
a different time is specified in the appointment instrument.  An appointment is
revocable by the member or manager unless the appointment form conspicuously
states that it is irrevocable and the appointment is coupled with an interest,
in which case the appointment is revoked when the interest is extinguished. [L
1996, c 92, pt of §1; am L 1999, c 164, §4; am L 2001, c 129, §94]