17-7663.Definitions.
As used in this act unless the
context otherwise requires:
(a) "Articles of organization" means the articles of organization referred
to in
K.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 member
as provided
in
K.S.A. 17-7689, and amendments thereto.
(c) "Contribution" means any cash, property, services rendered or a
promissory note or other
obligation to contribute cash or property or to perform services, which a
person contributes to a
limited liability company in such person's capacity as a member.
(d) "Foreign limited liability company" means a limited liability company
formed under the
laws of any state or under the laws of any foreign country or other foreign
jurisdiction and
denominated as such under the laws of such state or foreign country or other
foreign jurisdiction.
(e) "Knowledge" means a person's actual knowledge of a fact, rather than the
person's
constructive knowledge of the fact.
(f) "Limited liability company" and "domestic limited liability company"
means a limited
liability company formed under the laws of the state of Kansas and having one
or more members.
(g) "Operating agreement" means any agreement, written or oral, of the member
or members
as to the affairs of a limited liability company and the conduct of its
business. A written operating
agreement or another written agreement or writing:
(1) May provide that a person shall be admitted as a member of a limited
liability company,
or shall become an assignee of a limited liability company interest or other
rights or powers of a
member to the extent assigned, and shall become bound by the operating
agreement:
(A) If such person (or a representative authorized by such person orally, in
writing or by
other action such as payment for a limited liability company interest)
executes the operating
agreement or any other writing evidencing the intent of such person to become a
member or
assignee; or
(B) without such execution, if such person (or a representative authorized by
such person
orally, in writing or by other action such as payment for a limited liability
company interest)
complies with the conditions for becoming a member or assignee as set forth in
the operating
agreement or any other writing and requests (orally, in writing or by other
action such as payment
for a limited liability company interest) that the records of the limited
liability company reflect such
admission or assignment; and
(2) shall not be unenforceable by reason of its not having been signed by a
person being
admitted 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 this
act.
(h) "Limited liability company interest" means a member's share of the
profits and losses of
a limited liability company and a member's right to receive distributions of
the limited liability
company's assets.
(i) "Liquidating trustee" means a person carrying out the winding up of a
limited liability
company.
(j) "Majority in interest" means the affirmative vote or consent
of the members who own more than 50% of the then current percentage or other
interest in the profits of the limited
liability
company owned by all members entitled to vote thereon or the members in each
class or group
entitled to vote thereon as appropriate.
(k) "Manager" means a person who is named as a manager of a limited liability
company in,
or designated as a manager of, a limited liability company pursuant to an
operating agreement or
similar instrument under which the limited liability company is formed.
(l) "Member" means a person who has been admitted to a limited liability
company as a
member as provided in
K.S.A. 17-7686, and amendments thereto, or, in
the case of a
foreign limited
liability company, in accordance with the laws of the state or foreign country
or other foreign
jurisdiction under which the foreign limited liability company is organized.
(m) "Person" means a natural person, partnership (whether general or limited
and whether
domestic or foreign), limited liability company, foreign limited liability
company, trust, estate,
association, corporation, custodian, nominee or any other individual or entity
in its own or any
representative capacity.
(n) "Personal representative" means, as to a natural person, the
executor, administrator,
guardian, conservator or other legal representative thereof and, as to a person
other than a natural
person, the legal representative or successor thereof.
(o) "State" means the District of Columbia or the commonwealth of Puerto Rico
or any state,
territory, possession or other jurisdiction of the United States other than the
state of Kansas.
17-7663.Definitions.
As used in this act unless the
context otherwise requires:
(a) "Articles of organization" means the articles of organization referred
to in
K.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 member
as provided
in
K.S.A. 17-7689, and amendments thereto.
(c) "Contribution" means any cash, property, services rendered or a
promissory note or other
obligation to contribute cash or property or to perform services, which a
person contributes to a
limited liability company in such person's capacity as a member.
(d) "Foreign limited liability company" means a limited liability company
formed under the
laws of any state or under the laws of any foreign country or other foreign
jurisdiction and
denominated as such under the laws of such state or foreign country or other
foreign jurisdiction.
(e) "Knowledge" means a person's actual knowledge of a fact, rather than the
person's
constructive knowledge of the fact.
(f) "Limited liability company" and "domestic limited liability company"
means a limited
liability company formed under the laws of the state of Kansas and having one
or more members.
(g) "Operating agreement" means any agreement, written or oral, of the member
or members
as to the affairs of a limited liability company and the conduct of its
business. A written operating
agreement or another written agreement or writing:
(1) May provide that a person shall be admitted as a member of a limited
liability company,
or shall become an assignee of a limited liability company interest or other
rights or powers of a
member to the extent assigned, and shall become bound by the operating
agreement:
(A) If such person (or a representative authorized by such person orally, in
writing or by
other action such as payment for a limited liability company interest)
executes the operating
agreement or any other writing evidencing the intent of such person to become a
member or
assignee; or
(B) without such execution, if such person (or a representative authorized by
such person
orally, in writing or by other action such as payment for a limited liability
company interest)
complies with the conditions for becoming a member or assignee as set forth in
the operating
agreement or any other writing and requests (orally, in writing or by other
action such as payment
for a limited liability company interest) that the records of the limited
liability company reflect such
admission or assignment; and
(2) shall not be unenforceable by reason of its not having been signed by a
person being
admitted 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 this
act.
(h) "Limited liability company interest" means a member's share of the
profits and losses of
a limited liability company and a member's right to receive distributions of
the limited liability
company's assets.
(i) "Liquidating trustee" means a person carrying out the winding up of a
limited liability
company.
(j) "Majority in interest" means the affirmative vote or consent
of the members who own more than 50% of the then current percentage or other
interest in the profits of the limited
liability
company owned by all members entitled to vote thereon or the members in each
class or group
entitled to vote thereon as appropriate.
(k) "Manager" means a person who is named as a manager of a limited liability
company in,
or designated as a manager of, a limited liability company pursuant to an
operating agreement or
similar instrument under which the limited liability company is formed.
(l) "Member" means a person who has been admitted to a limited liability
company as a
member as provided in
K.S.A. 17-7686, and amendments thereto, or, in
the case of a
foreign limited
liability company, in accordance with the laws of the state or foreign country
or other foreign
jurisdiction under which the foreign limited liability company is organized.
(m) "Person" means a natural person, partnership (whether general or limited
and whether
domestic or foreign), limited liability company, foreign limited liability
company, trust, estate,
association, corporation, custodian, nominee or any other individual or entity
in its own or any
representative capacity.
(n) "Personal representative" means, as to a natural person, the
executor, administrator,
guardian, conservator or other legal representative thereof and, as to a person
other than a natural
person, the legal representative or successor thereof.
(o) "State" means the District of Columbia or the commonwealth of Puerto Rico
or any state,
territory, possession or other jurisdiction of the United States other than the
state of Kansas.
17-7663.Definitions.
As used in this act unless the
context otherwise requires:
(a) "Articles of organization" means the articles of organization referred
to in
K.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 member
as provided
in
K.S.A. 17-7689, and amendments thereto.
(c) "Contribution" means any cash, property, services rendered or a
promissory note or other
obligation to contribute cash or property or to perform services, which a
person contributes to a
limited liability company in such person's capacity as a member.
(d) "Foreign limited liability company" means a limited liability company
formed under the
laws of any state or under the laws of any foreign country or other foreign
jurisdiction and
denominated as such under the laws of such state or foreign country or other
foreign jurisdiction.
(e) "Knowledge" means a person's actual knowledge of a fact, rather than the
person's
constructive knowledge of the fact.
(f) "Limited liability company" and "domestic limited liability company"
means a limited
liability company formed under the laws of the state of Kansas and having one
or more members.
(g) "Operating agreement" means any agreement, written or oral, of the member
or members
as to the affairs of a limited liability company and the conduct of its
business. A written operating
agreement or another written agreement or writing:
(1) May provide that a person shall be admitted as a member of a limited
liability company,
or shall become an assignee of a limited liability company interest or other
rights or powers of a
member to the extent assigned, and shall become bound by the operating
agreement:
(A) If such person (or a representative authorized by such person orally, in
writing or by
other action such as payment for a limited liability company interest)
executes the operating
agreement or any other writing evidencing the intent of such person to become a
member or
assignee; or
(B) without such execution, if such person (or a representative authorized by
such person
orally, in writing or by other action such as payment for a limited liability
company interest)
complies with the conditions for becoming a member or assignee as set forth in
the operating
agreement or any other writing and requests (orally, in writing or by other
action such as payment
for a limited liability company interest) that the records of the limited
liability company reflect such
admission or assignment; and
(2) shall not be unenforceable by reason of its not having been signed by a
person being
admitted 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 this
act.
(h) "Limited liability company interest" means a member's share of the
profits and losses of
a limited liability company and a member's right to receive distributions of
the limited liability
company's assets.
(i) "Liquidating trustee" means a person carrying out the winding up of a
limited liability
company.
(j) "Majority in interest" means the affirmative vote or consent
of the members who own more than 50% of the then current percentage or other
interest in the profits of the limited
liability
company owned by all members entitled to vote thereon or the members in each
class or group
entitled to vote thereon as appropriate.
(k) "Manager" means a person who is named as a manager of a limited liability
company in,
or designated as a manager of, a limited liability company pursuant to an
operating agreement or
similar instrument under which the limited liability company is formed.
(l) "Member" means a person who has been admitted to a limited liability
company as a
member as provided in
K.S.A. 17-7686, and amendments thereto, or, in
the case of a
foreign limited
liability company, in accordance with the laws of the state or foreign country
or other foreign
jurisdiction under which the foreign limited liability company is organized.
(m) "Person" means a natural person, partnership (whether general or limited
and whether
domestic or foreign), limited liability company, foreign limited liability
company, trust, estate,
association, corporation, custodian, nominee or any other individual or entity
in its own or any
representative capacity.
(n) "Personal representative" means, as to a natural person, the
executor, administrator,
guardian, conservator or other legal representative thereof and, as to a person
other than a natural
person, the legal representative or successor thereof.
(o) "State" means the District of Columbia or the commonwealth of Puerto Rico
or any state,
territory, possession or other jurisdiction of the United States other than the
state of Kansas.