79-29-401 - Management of a limited liability company by a manager or managers.
§ 79-29-401. Management of a limited liability company by a manager or managers.
(1) The certificate of formation of a limited liability company may delegate responsibility for managing a limited liability company to or among one or more managers to the extent provided therein or in the limited liability company agreement.
(2) Managers need not be residents of this state or members of the limited liability company unless the certificate of formation or the limited liability company agreement so requires. The certificate of formation or the limited liability company agreement may prescribe other qualifications for managers.
(3) The number of managers shall be fixed by or in the manner provided in the certificate of formation or the limited liability company agreement. The number of managers may be increased or decreased by amendment to, or in the manner provided in, the certificate of formation or the limited liability company agreement.
(4) Unless otherwise provided in the certificate of formation or limited liability company agreement, managers shall be elected by the members.
(5) Unless otherwise provided in the certificate of formation or the limited liability company agreement, any vacancy occurring in the office of manager shall be filled by the vote of the members.
(6) All managers or any lesser number may be removed in the manner provided in the certificate of formation or the limited liability company agreement. If the certificate of formation or the limited liability company agreement does not provide for the removal of managers, then all managers or any lesser number may be removed with or without cause by the vote of the members.
(7) Unless otherwise provided in the certificate of formation or the limited liability company agreement, any action required or permitted to be taken by the managers of a limited liability company may be taken upon a majority vote of the managers.
Sources: Laws, 1994, ch. 402, § 30, eff from and after July 1, 1994.