23-18-4-1. Authority of members or managers

IN Code § 23-18-4-1 (2019) (N/A)

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Sec. 1. (a) Unless the articles of organization provide for a manager or managers, management of the business or affairs of the limited liability company is vested in the members. Subject to any provisions in the operating agreement or this article restricting or enlarging the management rights and duties of any person or group or class of persons, the members have the right and authority to manage the affairs and make all decisions of the limited liability company.

(b) If the articles of organization provide for a manager or managers, except to the extent that the operating agreement reserves the authority to any members or class or group of members, the manager or managers have the authority to manage the business or affairs of the limited liability company. Unless otherwise provided in a written operating agreement, a manager or managers:

(1) must be designated, appointed, elected, removed, or replaced by a vote, approval, or consent of a majority in interest of the members;

(2) do not need to be members of the limited liability company or natural persons; and

(3) unless they have been earlier removed or have earlier resigned, shall act as managers until their successors have been elected and qualified.

As added by P.L.8-1993, SEC.301.

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23-18-4-2. Acts and omissions liability; trustee for personal benefits derived through company; duties of member in company providing for manager