17-7663.   Definitions.As used in this act unless thecontext otherwise requires:

      (a)   "Articles of organization" means the articles of organization referredto inK.S.A. 17-7673,and amendments thereto, and the articles as amended.

      (b)   "Bankruptcy" means an event that causes a person to cease to be a memberas providedinK.S.A. 17-7689, and amendments thereto.

      (c)   "Contribution" means any cash, property, services rendered or apromissory note or otherobligation to contribute cash or property or to perform services, which aperson contributes to alimited liability company in such person's capacity as a member.

      (d)   "Foreign limited liability company" means a limited liability companyformed under thelaws of any state or under the laws of any foreign country or other foreignjurisdiction anddenominated as such under the laws of such state or foreign country or otherforeign jurisdiction.

      (e)   "Knowledge" means a person's actual knowledge of a fact, rather than theperson'sconstructive knowledge of the fact.

      (f)   "Limited liability company" and "domestic limited liability company"means a limitedliability company formed under the laws of the state of Kansas and having oneor more members.

      (g)   "Operating agreement" means any agreement, written or oral, of the memberor membersas to the affairs of a limited liability company and the conduct of itsbusiness. A written operatingagreement or another written agreement or writing:

      (1)   May provide that a person shall be admitted as a member of a limitedliability company,or shall become an assignee of a limited liability company interest or otherrights or powers of amember to the extent assigned, and shall become bound by the operatingagreement:

      (A)   If such person (or a representative authorized by such person orally, inwriting or byother action such as payment for a limited liability company interest)executes the operatingagreement or any other writing evidencing the intent of such person to become amember orassignee; or

      (B)   without such execution, if such person (or a representative authorized bysuch personorally, in writing or by other action such as payment for a limited liabilitycompany interest)complies with the conditions for becoming a member or assignee as set forth inthe operatingagreement or any other writing and requests (orally, in writing or by otheraction such as paymentfor a limited liability company interest) that the records of the limitedliability company reflect suchadmission or assignment; and

      (2)   shall not be unenforceable by reason of its not having been signed by aperson beingadmitted as a member or becoming an assignee as provided in subparagraph (a)of this paragraph,or by reason of its having been signed by a representative as provided in thisact.

      (h)   "Limited liability company interest" means a member's share of theprofits and losses ofa limited liability company and a member's right to receive distributions ofthe limited liabilitycompany's assets.

      (i)   "Liquidating trustee" means a person carrying out the winding up of alimited liabilitycompany.

      (j)   "Majority in interest" means the affirmative vote or consentof the members who own more than 50% of the then current percentage or otherinterest in the profits of the limitedliabilitycompany owned by all members entitled to vote thereon or the members in eachclass or groupentitled to vote thereon as appropriate.

      (k)   "Manager" means a person who is named as a manager of a limited liabilitycompany in,or designated as a manager of, a limited liability company pursuant to anoperating agreement orsimilar instrument under which the limited liability company is formed.

      (l)   "Member" means a person who has been admitted to a limited liabilitycompany as amember as provided inK.S.A. 17-7686, and amendments thereto, or, inthe case of aforeign limitedliability company, in accordance with the laws of the state or foreign countryor other foreignjurisdiction under which the foreign limited liability company is organized.

      (m)   "Person" means a natural person, partnership (whether general or limitedand whetherdomestic or foreign), limited liability company, foreign limited liabilitycompany, trust, estate,association, corporation, custodian, nominee or any other individual or entityin its own or anyrepresentative capacity.

      (n)   "Personal representative" means, as to a natural person, theexecutor, administrator,guardian, conservator or other legal representative thereof and, as to a personother than a naturalperson, the legal representative or successor thereof.

      (o)   "State" means the District of Columbia or the commonwealth of Puerto Ricoor any state,territory, possession or other jurisdiction of the United States other than thestate of Kansas.

      History:   L. 1999, ch. 119, § 2; Jan. 1, 2000.