17-7690.Access to and confidentiality of
information; records.
(a) Each member of a limited liability company has the
right, subject to such
reasonable standards (including standards governing what information and
documents are to be
furnished at what time and location and at whose expense) as may be set forth
in an operating
agreement or otherwise established by the manager or, if there is no manager,
then by the members,
to obtain from the limited liability company from time to time upon reasonable
demand for any
purpose reasonably related to the member's interest as a member of the limited
liability company:
(1) True and full information regarding the status of the business and
financial condition of
the limited liability company;
(2) promptly after becoming available, a copy of the limited liability
company's federal, state
and local income tax returns for each year;
(3) a current list of the name and last known business, residence or mailing
address of each
member and manager;
(4) a copy of any written operating agreement and articles of organization
and all
amendments thereto, together with executed copies of any written powers of
attorney pursuant to which the operating agreement and any certificate and all
amendments thereto have been executed;
(5) true and full information regarding the amount of cash and a description
and statement
of the agreed value of any other property or services contributed by each
member and which each
member has agreed to contribute in the future, and the date on which each
became a member; and
(6) other information regarding the affairs of the limited liability company
as is just and
reasonable.
(b) Each manager shall have the right to examine all of the information
described in
subsection (a) of this section for a purpose reasonably related to the
manager's
position as a manager.
(c) The manager of a limited liability company shall have the right to keep
confidential from
the members, for such period of time as the manager deems reasonable, any
information which the
manager reasonably believes to be in the nature of trade secrets or other
information the disclosure
of which the manager in good faith believes is not in the best interest of the
limited liability company
or could damage the limited liability company or its business or which the
limited liability company
is required by law or by agreement with a third party to keep confidential.
(d) A limited liability company may maintain its records in other than a
written form if such
form is capable of conversion into written form within a reasonable time.
(e) Any demand by a member under this section shall be in writing and shall
state the
purpose of such demand.
(f) Any action to enforce any right arising under this section shall be
brought in the district
court. If the limited liability company refuses to permit a member to obtain
or a manager to examine
the information described in subsection (a)(3) of this section or does not
reply to the demand that
has been made within five business days after the demand has been made, the
demanding member or manager may apply to the district court for an order to
compel such disclosure. The district court
may summarily order the limited liability company to permit the demanding
member to obtain or
manager to examine the information described in subsection (a)(3) of this
section and to make copies
or abstracts therefrom, or the district court may summarily order the limited
liability company to
furnish to the demanding member or manager the information described in
subsection (a)(3) of this
section on the condition that the demanding member or manager first pay to the
limited liability
company the reasonable cost of obtaining and furnishing such information and on
such other
conditions as the district court deems appropriate. When a demanding member
seeks to obtain or
a manager seeks to examine the information described in subsection (a)(3) of
this section, the
demanding member or manager shall first establish (1) that the demanding
member or manager has
complied with the provisions of this section respecting the form and manner of
making demand for
obtaining or examining of such information, and (2) that the information the
demanding member
or manager seeks is reasonably related to the member's interest as a member or
the manager's
position as a manager, as the case may be. The district court may, in its
discretion, prescribe any
limitations or conditions with reference to the obtaining or examining of
information, or award such
other or further relief as the district court may deem just and proper. The
district court may order
books, documents and records, pertinent extracts therefrom, or duly
authenticated copies thereof, to
be brought within the state of Kansas and kept in the state of Kansas upon such
terms and conditions
as the order may prescribe.
(g) Failure to maintain books and records shall not be grounds for personal
liability of any
member or manager.
17-7690.Access to and confidentiality of
information; records.
(a) Each member of a limited liability company has the
right, subject to such
reasonable standards (including standards governing what information and
documents are to be
furnished at what time and location and at whose expense) as may be set forth
in an operating
agreement or otherwise established by the manager or, if there is no manager,
then by the members,
to obtain from the limited liability company from time to time upon reasonable
demand for any
purpose reasonably related to the member's interest as a member of the limited
liability company:
(1) True and full information regarding the status of the business and
financial condition of
the limited liability company;
(2) promptly after becoming available, a copy of the limited liability
company's federal, state
and local income tax returns for each year;
(3) a current list of the name and last known business, residence or mailing
address of each
member and manager;
(4) a copy of any written operating agreement and articles of organization
and all
amendments thereto, together with executed copies of any written powers of
attorney pursuant to which the operating agreement and any certificate and all
amendments thereto have been executed;
(5) true and full information regarding the amount of cash and a description
and statement
of the agreed value of any other property or services contributed by each
member and which each
member has agreed to contribute in the future, and the date on which each
became a member; and
(6) other information regarding the affairs of the limited liability company
as is just and
reasonable.
(b) Each manager shall have the right to examine all of the information
described in
subsection (a) of this section for a purpose reasonably related to the
manager's
position as a manager.
(c) The manager of a limited liability company shall have the right to keep
confidential from
the members, for such period of time as the manager deems reasonable, any
information which the
manager reasonably believes to be in the nature of trade secrets or other
information the disclosure
of which the manager in good faith believes is not in the best interest of the
limited liability company
or could damage the limited liability company or its business or which the
limited liability company
is required by law or by agreement with a third party to keep confidential.
(d) A limited liability company may maintain its records in other than a
written form if such
form is capable of conversion into written form within a reasonable time.
(e) Any demand by a member under this section shall be in writing and shall
state the
purpose of such demand.
(f) Any action to enforce any right arising under this section shall be
brought in the district
court. If the limited liability company refuses to permit a member to obtain
or a manager to examine
the information described in subsection (a)(3) of this section or does not
reply to the demand that
has been made within five business days after the demand has been made, the
demanding member or manager may apply to the district court for an order to
compel such disclosure. The district court
may summarily order the limited liability company to permit the demanding
member to obtain or
manager to examine the information described in subsection (a)(3) of this
section and to make copies
or abstracts therefrom, or the district court may summarily order the limited
liability company to
furnish to the demanding member or manager the information described in
subsection (a)(3) of this
section on the condition that the demanding member or manager first pay to the
limited liability
company the reasonable cost of obtaining and furnishing such information and on
such other
conditions as the district court deems appropriate. When a demanding member
seeks to obtain or
a manager seeks to examine the information described in subsection (a)(3) of
this section, the
demanding member or manager shall first establish (1) that the demanding
member or manager has
complied with the provisions of this section respecting the form and manner of
making demand for
obtaining or examining of such information, and (2) that the information the
demanding member
or manager seeks is reasonably related to the member's interest as a member or
the manager's
position as a manager, as the case may be. The district court may, in its
discretion, prescribe any
limitations or conditions with reference to the obtaining or examining of
information, or award such
other or further relief as the district court may deem just and proper. The
district court may order
books, documents and records, pertinent extracts therefrom, or duly
authenticated copies thereof, to
be brought within the state of Kansas and kept in the state of Kansas upon such
terms and conditions
as the order may prescribe.
(g) Failure to maintain books and records shall not be grounds for personal
liability of any
member or manager.
17-7690.Access to and confidentiality of
information; records.
(a) Each member of a limited liability company has the
right, subject to such
reasonable standards (including standards governing what information and
documents are to be
furnished at what time and location and at whose expense) as may be set forth
in an operating
agreement or otherwise established by the manager or, if there is no manager,
then by the members,
to obtain from the limited liability company from time to time upon reasonable
demand for any
purpose reasonably related to the member's interest as a member of the limited
liability company:
(1) True and full information regarding the status of the business and
financial condition of
the limited liability company;
(2) promptly after becoming available, a copy of the limited liability
company's federal, state
and local income tax returns for each year;
(3) a current list of the name and last known business, residence or mailing
address of each
member and manager;
(4) a copy of any written operating agreement and articles of organization
and all
amendments thereto, together with executed copies of any written powers of
attorney pursuant to which the operating agreement and any certificate and all
amendments thereto have been executed;
(5) true and full information regarding the amount of cash and a description
and statement
of the agreed value of any other property or services contributed by each
member and which each
member has agreed to contribute in the future, and the date on which each
became a member; and
(6) other information regarding the affairs of the limited liability company
as is just and
reasonable.
(b) Each manager shall have the right to examine all of the information
described in
subsection (a) of this section for a purpose reasonably related to the
manager's
position as a manager.
(c) The manager of a limited liability company shall have the right to keep
confidential from
the members, for such period of time as the manager deems reasonable, any
information which the
manager reasonably believes to be in the nature of trade secrets or other
information the disclosure
of which the manager in good faith believes is not in the best interest of the
limited liability company
or could damage the limited liability company or its business or which the
limited liability company
is required by law or by agreement with a third party to keep confidential.
(d) A limited liability company may maintain its records in other than a
written form if such
form is capable of conversion into written form within a reasonable time.
(e) Any demand by a member under this section shall be in writing and shall
state the
purpose of such demand.
(f) Any action to enforce any right arising under this section shall be
brought in the district
court. If the limited liability company refuses to permit a member to obtain
or a manager to examine
the information described in subsection (a)(3) of this section or does not
reply to the demand that
has been made within five business days after the demand has been made, the
demanding member or manager may apply to the district court for an order to
compel such disclosure. The district court
may summarily order the limited liability company to permit the demanding
member to obtain or
manager to examine the information described in subsection (a)(3) of this
section and to make copies
or abstracts therefrom, or the district court may summarily order the limited
liability company to
furnish to the demanding member or manager the information described in
subsection (a)(3) of this
section on the condition that the demanding member or manager first pay to the
limited liability
company the reasonable cost of obtaining and furnishing such information and on
such other
conditions as the district court deems appropriate. When a demanding member
seeks to obtain or
a manager seeks to examine the information described in subsection (a)(3) of
this section, the
demanding member or manager shall first establish (1) that the demanding
member or manager has
complied with the provisions of this section respecting the form and manner of
making demand for
obtaining or examining of such information, and (2) that the information the
demanding member
or manager seeks is reasonably related to the member's interest as a member or
the manager's
position as a manager, as the case may be. The district court may, in its
discretion, prescribe any
limitations or conditions with reference to the obtaining or examining of
information, or award such
other or further relief as the district court may deem just and proper. The
district court may order
books, documents and records, pertinent extracts therefrom, or duly
authenticated copies thereof, to
be brought within the state of Kansas and kept in the state of Kansas upon such
terms and conditions
as the order may prescribe.
(g) Failure to maintain books and records shall not be grounds for personal
liability of any
member or manager.