MANAGEMENT OF COMPANY WITHOUT DESIGNATED MANAGERS;

RESIGNATION OF MEMBER

A. The articles of organization or operating agreement may provide that the business of the limited liability company shall be managed without designated managers. So long as such provision continues in effect:

1. The members shall be deemed to be managers for purposes of applying provisions of the Oklahoma Limited Liability Company Act, unless the context clearly requires otherwise;

2. The members shall have and be subject to all duties and liabilities of managers; and

3. A member signing on behalf of the limited liability company shall sign as a manager.

B. A member of a member-managed limited liability company may resign from the member's management duties in accordance with the operating agreement or, if the operating agreement does not provide for the member's resignation, upon notice to the limited liability company. Unless otherwise provided in the operating agreement, when a member of a member-managed limited liability company resigns, the member shall cease to have the rights and duties of a member and shall become an assignee; provided that the profits and losses of the limited liability company shall continue to be allocated to the member and any binding commitments for contributions shall continue as if the member had not resigned. If the resignation violates the operating agreement, in addition to any remedies otherwise available under applicable law, a limited liability company may recover from the resigning member damages for breach of the operating agreement and damages for a prohibited withdrawal under either the operating agreement or Section 2036 of this title and offset the damages against the amount otherwise distributable to the resigning member.

Added by Laws 1992, c. 148, § 16, eff. Sept. 1, 1992. Amended by Laws 1993, c. 366, § 8, eff. Sept. 1, 1993; Laws 2001, c. 405, § 31, eff. Nov. 1, 2001; Laws 2008, c. 253, § 25; Laws 2017, c. 323, § 40, eff. Nov. 1, 2017.

NOTE: Laws 2008, c. 382, § 315, which changed the effective date of Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).