48-2c-804 - Management by managers.
48-2c-804. Management by managers.
In a manager-managed company, each manager and each member shall be subject toSection 48-2c-807 and:
(1) (a) the initial managers shall be designated in the articles of organization; and
(b) after the initial managers, the managers shall be those persons identified indocuments filed with the division including:
(i) amendments to the articles of organization;
(ii) the annual reports required under Section 48-2c-203; and
(iii) the statements required or permitted under Section 48-2c-122;
(2) when there is a change in the management structure from a member-managedcompany to a manager-managed company, the managers shall be those persons identified in thecertificate of amendment to the articles of organization that makes the change;
(3) each manager who is a natural person must have attained the age of majority underthe laws of this state;
(4) no manager shall have authority to do any act in contravention of the articles oforganization or the operating agreement, except as provided in Subsection (6)(g);
(5) a manager who is also a member shall have all of the rights of a member;
(6) unless otherwise provided in the articles of organization or operating agreement ofthe company:
(a) except for the initial managers, each manager shall be elected at any time by themembers holding at least a majority of the profits interests in the company, and any vacancyoccurring in the position of manager shall be filled in the same manner;
(b) the number of managers:
(i) shall be fixed by the members in the operating agreement; or
(ii) shall be the number designated by members holding at least a majority of the profitsinterests in the company if the operating agreement fails to designate the number of managers;
(c) each manager shall serve until the earliest to occur of:
(i) the manager's death, withdrawal, or removal;
(ii) an event described in Subsection 48-2c-708(1)(f); or
(iii) if membership in the company is a condition to being a manager, an event describedin Subsection 48-2c-708(1)(d) or (e);
(d) a manager need not be a member of the company or a resident of this state;
(e) any manager may be removed with or without cause by the members, at any time, bythe decision of members owning a majority of the profits interests in the company;
(f) there shall be only one class of managers; and
(g) approval by:
(i) all of the members and all of the managers shall be required for matters described inSubsection 48-2c-803(2); and
(ii) members holding 2/3 of the profits interests in the company, and 2/3 of the managersshall be required for all matters described in Subsection 48-2c-803(3).
Amended by Chapter 141, 2005 General Session