I. A limited liability company agreement may provide for the management, in whole or in part, of a limited liability company by a manager or managers, who shall be chosen by the members in the manner provided in the limited liability company agreement. A manager shall hold the offices and have the responsibilities accorded to him by the members and set forth in a limited liability company agreement. A manager shall cease to be a manager as provided in a limited liability company agreement. II. In the event there is no provision for managers set forth in the limited liability company agreement, then the management of the limited liability company shall be vested in the members. III. A person who is both a manager and a member has the rights and powers and is subject to the restrictions and liabilities of a manager, and except as provided in a limited liability company agreement, also has the rights and powers, and is subject to the restrictions and liabilities, of a member to the extent of such person's participation in the limited liability company as a member. IV. A member or manager shall be liable, responsible, and accountable in damages or as otherwise provided by law to the limited liability company or to the members of the limited liability company for any action taken or failure to act on behalf of the limited liability company, if such act constitutes gross negligence or willful misconduct. V. Subject to the liability of a member or manager for acts of gross negligence or willful misconduct provided for in paragraph IV, and unless otherwise provided in the limited liability company agreement: (a) A member or manager shall not be liable, responsible, or accountable in damages or as otherwise provided by law to the limited liability company or to the members of the limited liability company for any action taken or failure to act on behalf of the limited liability company; (b) Every member and manager must account to the limited liability company and hold as trustee for it any unfair or unreasonable profit or benefit derived by that person without the consent or ratification of more than 1/2 by number of the disinterested managers and members or other persons participating in the management of the business or affairs of the limited liability company, from: (1) Transactions connected with the conduct or winding up of the limited liability company; (2) Any use by the member or manager of the limited liability company's property, including, but not limited to, confidential or proprietary information of the limited liability company or other matters entrusted to the manager or member as a result of such status; or (3) Any contract, lease, or license between the limited liability company and the member or manager or any entity in which the member or manager has a substantial pecuniary interest; or (c) A member who is not a manager of a limited liability company in which management is vested in managers shall have no duties to the limited liability company or to the other members solely by reason of acting in the capacity of a member. VI. Subject to the liability of a member or manager for acts of gross negligence or willful misconduct provided for in RSA 304-C:31, IV, a limited liability company agreement may eliminate or limit the personal liability of a member or manager for monetary damages for breach of any duty provided for in paragraph V.
Source. 1993, 313:1. 1994, 19:2, eff. June 21, 1994.
I. A limited liability company agreement may provide for the management, in whole or in part, of a limited liability company by a manager or managers, who shall be chosen by the members in the manner provided in the limited liability company agreement. A manager shall hold the offices and have the responsibilities accorded to him by the members and set forth in a limited liability company agreement. A manager shall cease to be a manager as provided in a limited liability company agreement. II. In the event there is no provision for managers set forth in the limited liability company agreement, then the management of the limited liability company shall be vested in the members. III. A person who is both a manager and a member has the rights and powers and is subject to the restrictions and liabilities of a manager, and except as provided in a limited liability company agreement, also has the rights and powers, and is subject to the restrictions and liabilities, of a member to the extent of such person's participation in the limited liability company as a member. IV. A member or manager shall be liable, responsible, and accountable in damages or as otherwise provided by law to the limited liability company or to the members of the limited liability company for any action taken or failure to act on behalf of the limited liability company, if such act constitutes gross negligence or willful misconduct. V. Subject to the liability of a member or manager for acts of gross negligence or willful misconduct provided for in paragraph IV, and unless otherwise provided in the limited liability company agreement: (a) A member or manager shall not be liable, responsible, or accountable in damages or as otherwise provided by law to the limited liability company or to the members of the limited liability company for any action taken or failure to act on behalf of the limited liability company; (b) Every member and manager must account to the limited liability company and hold as trustee for it any unfair or unreasonable profit or benefit derived by that person without the consent or ratification of more than 1/2 by number of the disinterested managers and members or other persons participating in the management of the business or affairs of the limited liability company, from: (1) Transactions connected with the conduct or winding up of the limited liability company; (2) Any use by the member or manager of the limited liability company's property, including, but not limited to, confidential or proprietary information of the limited liability company or other matters entrusted to the manager or member as a result of such status; or (3) Any contract, lease, or license between the limited liability company and the member or manager or any entity in which the member or manager has a substantial pecuniary interest; or (c) A member who is not a manager of a limited liability company in which management is vested in managers shall have no duties to the limited liability company or to the other members solely by reason of acting in the capacity of a member. VI. Subject to the liability of a member or manager for acts of gross negligence or willful misconduct provided for in RSA 304-C:31, IV, a limited liability company agreement may eliminate or limit the personal liability of a member or manager for monetary damages for breach of any duty provided for in paragraph V.
Source. 1993, 313:1. 1994, 19:2, eff. June 21, 1994.
I. A limited liability company agreement may provide for the management, in whole or in part, of a limited liability company by a manager or managers, who shall be chosen by the members in the manner provided in the limited liability company agreement. A manager shall hold the offices and have the responsibilities accorded to him by the members and set forth in a limited liability company agreement. A manager shall cease to be a manager as provided in a limited liability company agreement. II. In the event there is no provision for managers set forth in the limited liability company agreement, then the management of the limited liability company shall be vested in the members. III. A person who is both a manager and a member has the rights and powers and is subject to the restrictions and liabilities of a manager, and except as provided in a limited liability company agreement, also has the rights and powers, and is subject to the restrictions and liabilities, of a member to the extent of such person's participation in the limited liability company as a member. IV. A member or manager shall be liable, responsible, and accountable in damages or as otherwise provided by law to the limited liability company or to the members of the limited liability company for any action taken or failure to act on behalf of the limited liability company, if such act constitutes gross negligence or willful misconduct. V. Subject to the liability of a member or manager for acts of gross negligence or willful misconduct provided for in paragraph IV, and unless otherwise provided in the limited liability company agreement: (a) A member or manager shall not be liable, responsible, or accountable in damages or as otherwise provided by law to the limited liability company or to the members of the limited liability company for any action taken or failure to act on behalf of the limited liability company; (b) Every member and manager must account to the limited liability company and hold as trustee for it any unfair or unreasonable profit or benefit derived by that person without the consent or ratification of more than 1/2 by number of the disinterested managers and members or other persons participating in the management of the business or affairs of the limited liability company, from: (1) Transactions connected with the conduct or winding up of the limited liability company; (2) Any use by the member or manager of the limited liability company's property, including, but not limited to, confidential or proprietary information of the limited liability company or other matters entrusted to the manager or member as a result of such status; or (3) Any contract, lease, or license between the limited liability company and the member or manager or any entity in which the member or manager has a substantial pecuniary interest; or (c) A member who is not a manager of a limited liability company in which management is vested in managers shall have no duties to the limited liability company or to the other members solely by reason of acting in the capacity of a member. VI. Subject to the liability of a member or manager for acts of gross negligence or willful misconduct provided for in RSA 304-C:31, IV, a limited liability company agreement may eliminate or limit the personal liability of a member or manager for monetary damages for breach of any duty provided for in paragraph V.
Source. 1993, 313:1. 1994, 19:2, eff. June 21, 1994.
