17-7693. Management of limited liability company.
17-7693
17-7693. Management of limited liability
company.
(a) Unless otherwise
provided in an operating agreement, the
management of a
limited liability company shall be vested in its members in proportion to the
then current percentage
or other interest of members in the profits of the limited liability company
owned by all of the
members, the decision of members owning more than 50% of the percentage or
other interest
in the profits controlling; provided however, that if an operating agreement
provides for the
management, in whole or in part, of a limited liability company by a manager,
the management of
the limited liability company, to the extent so provided, shall be vested in
the manager who shall be
chosen by the members in the manner provided in the operating agreement. The
manager shall also
hold the offices and have the responsibilities accorded to the manager by the
members and set forth
in an operating agreement. Subject to K.S.A. 17-76,105, and
amendments thereto, a
manager shall cease to be a
manager as provided in
an operating agreement. A limited liability company may have more than one
manager. Unless
otherwise provided in an operating agreement, each member in a member managed
LLC has the
authority to bind the limited liability company, and each manager, in a manager
managed LLC has the
authority to bind the LLC.
(b) If the articles of organization provide that management of the limited
liability company is vested in one or more managers: (1) No member acting
solely in the member's capacity as a
member, is an agent of the limited liability company; and (2) every manager is
an agent of the
limited liability company for the purpose of its business and affairs, and the
act of any manager for
apparently carrying on the usual way of the business or affairs of the limited
liability of which the
manager is a manager binds the limited liability company, unless the manager so
acting has, in fact,
no authority to act for the limited liability company in the particular matter,
and the person with
whom the manager is dealing has knowledge of the fact that the manager has no
such authority.
(c) An act of a member or manager which apparently is not for carrying on the
usual way
of the business or affairs of the limited liability company does not bind the
limited liability company
unless authorized in accordance with the terms of the articles of organization
or operating agreement,
at the time of the transaction or at any other time. Unless otherwise provided
in the articles of
organization or operating agreement, a transaction not in the ordinary course
of the business or
affairs of the limited liability company must be approved by a majority, by
number, of the members
of the limited liability company.
History: L. 1999, ch. 119, § 32; Jan. 1, 2000.