17-7693.   Management of limited liabilitycompany.(a) Unless otherwiseprovided in an operating agreement, themanagement of alimited liability company shall be vested in its members in proportion to thethen current percentageor other interest of members in the profits of the limited liability companyowned by all of themembers, the decision of members owning more than 50% of the percentage orother interestin the profits controlling; provided however, that if an operating agreementprovides for themanagement, in whole or in part, of a limited liability company by a manager,the management ofthe limited liability company, to the extent so provided, shall be vested inthe manager who shall bechosen by the members in the manner provided in the operating agreement. Themanager shall alsohold the offices and have the responsibilities accorded to the manager by themembers and set forthin an operating agreement. Subject to K.S.A. 17-76,105, andamendments thereto, amanager shall cease to be amanager as provided inan operating agreement. A limited liability company may have more than onemanager. Unlessotherwise provided in an operating agreement, each member in a member managedLLC has theauthority to bind the limited liability company, and each manager, in a managermanaged LLC has theauthority to bind the LLC.

      (b)   If the articles of organization provide that management of the limitedliability company is vested in one or more managers: (1) No member actingsolely in the member's capacity as amember, is an agent of the limited liability company; and (2) every manager isan agent of thelimited liability company for the purpose of its business and affairs, and theact of any manager forapparently carrying on the usual way of the business or affairs of the limitedliability of which themanager is a manager binds the limited liability company, unless the manager soacting has, in fact,no authority to act for the limited liability company in the particular matter,and the person withwhom the manager is dealing has knowledge of the fact that the manager has nosuch authority.

      (c)   An act of a member or manager which apparently is not for carrying on theusual wayof the business or affairs of the limited liability company does not bind thelimited liability companyunless authorized in accordance with the terms of the articles of organizationor operating agreement,at the time of the transaction or at any other time. Unless otherwise providedin the articles oforganization or operating agreement, a transaction not in the ordinary courseof the business oraffairs of the limited liability company must be approved by a majority, bynumber, of the membersof the limited liability company.

      History:   L. 1999, ch. 119, § 32; Jan. 1, 2000.