13.1-1022 - Management of limited liability company.
§ 13.1-1022. Management of limited liability company.
A. Except to the extent that the articles of organization or an operatingagreement provides in writing for management of a limited liability companyby a manager or managers, management of a limited liability company shall bevested in its members.
B. Unless otherwise provided in this chapter, in the articles oforganization, or in an operating agreement, the members of a limitedliability company shall vote in proportion to their contributions to thelimited liability company, as adjusted from time to time, and a majority voteof the members of a limited liability company shall consist of the vote orother approval of members having a majority share of the voting power of allmembers.
C. Unless otherwise provided in this chapter, in the articles oforganization, or in an operating agreement, any action required or permittedto be taken by the members of a limited liability company may be taken upon amajority vote of the members.
D. Unless otherwise provided in the articles of organization or an operatingagreement, the members of a limited liability company have the power andauthority to delegate to one or more other persons the members' rights andpowers to manage and control the business and affairs of the limitedliability company, including to delegate to agents, officers and employees ofa member or manager of the limited liability company, and to delegate by amanagement agreement or other agreement with, or otherwise to, other persons.Such persons may be denominated as officers of the limited liability companywithout being deemed to have the status of a manager, unless designated as amanager in the articles of organization or an operating agreement.
E. Unless otherwise provided in the articles of organization or an operatingagreement, the members of a limited liability company may take actionpermitted or required to be taken by the members without a meeting, withoutprior notice and without a vote if a consent or consents in writing, settingforth the action so taken, shall be signed by members having not less thanthe minimum number of votes that would be necessary to authorize or take suchaction at a meeting. A consent transmitted by a member by electronictransmission shall be deemed to be signed for the purposes of this section.Unless otherwise provided in the articles of organization or an operatingagreement, on any matter that is to be voted on by members, the members mayvote in person or by proxy.
F. The articles of organization or an operating agreement may provide forclasses or groups of members having such relative rights, powers, and dutiesas the articles of organization or an operating agreement may provide, andmay make provision for the future creation in the manner provided in thearticles of organization or an operating agreement of additional classes orgroups of members having such relative rights, powers, and duties as may fromtime to time be established, including rights, powers, and duties senior toexisting classes and groups of members.
G. The articles of organization, an operating agreement, or a plan of mergermay provide that dissenters' rights with respect to a membership interestshall be available for any class or group of members in connection with anyamendment of an operating agreement, any merger in which the limitedliability company is a party, any conversion of the limited liability companyto another business form, any transfer to or domestication in any otherjurisdiction by the limited liability company, or the sale of all orsubstantially all of the limited liability company's assets.
(1991, c. 168; 1992, c. 574; 1995, c. 168; 1998, c. 432; 2002, c. 288; 2004,c. 601; 2005, c. 255.)