17-29-407. Management of limited liability company.

(a) A limited liability company is a member-managed limited liability company unless the articles of organization or the operating agreement:

(i) Expressly provides that:

(A) The company is or will be "manager-managed";

(B) The company is or will be "managed by managers"; or

(C) Management of the company is or will be "vested in managers"; or

(ii) Includes words of similar import.

(b) In a member-managed limited liability company, unless the articles of organization or the operating agreement provide otherwise, the following rules apply:

(i) The management and conduct of the company are vested in the members;

(ii) Each member has equal rights in the management and conduct of the company's activities except:

(A) That a member's interest is otherwise defined in W.S. 17-29-102(a)(xxiv);

(B) To the extent otherwise provided in any other provision in this chapter; or

(C) To the extent otherwise represented by the company through an authorized representative in tax filings with the Internal Revenue Service in which the status elected by the company is not timely disputed by any member.

(iii) A difference arising among members as to a matter in the ordinary course of the activities of the company may be decided by a majority of the members;

(iv) An act outside the ordinary course of the activities of the company may be undertaken only with the consent of all members;

(v) The operating agreement may be amended only with the consent of all members.

(c) In a manager-managed limited liability company, unless the articles of organization or the operating agreement provide otherwise, the following rules apply:

(i) Except as otherwise expressly provided in this chapter, any matter relating to the activities of the company is decided exclusively by the managers;

(ii) Each manager has equal rights in the management and conduct of the activities of the company;

(iii) A difference arising among managers as to a matter in the ordinary course of the activities of the company may be decided by a majority of the managers;

(iv) The consent of all members is required to:

(A) Sell, lease, exchange or otherwise dispose of all, or substantially all, of the company's property, with or without the good will, outside the ordinary course of the company's activities;

(B) Approve a merger, conversion, continuance, transfer or domestication under article 10 of this chapter;

(C) Undertake any other act outside the ordinary course of the company's activities; and

(D) Amend the operating agreement.

(v) A manager may be chosen at any time by the consent of a majority of the members and remains a manager until a successor has been chosen, unless the manager at an earlier time resigns, is removed or dies, or, in the case of a manager that is not an individual, terminates. A manager may be removed at any time by the consent of a majority of the members without notice or cause;

(vi) A person need not be a member to be a manager, but the dissociation of a member that is also a manager removes the person as a manager. If a person that is both a manager and a member ceases to be a manager, that cessation does not by itself dissociate the person as a member;

(vii) A person's ceasing to be a manager does not discharge any debt, obligation or other liability to the limited liability company or members which the person incurred while a manager.

(d) An action requiring the consent of members under this article may be taken without a meeting, and a member may appoint a proxy or other agent to consent or otherwise act for the member by signing an appointing record, personally or by the member's agent.

(e) The dissolution of a limited liability company does not affect the applicability of this section. However, a person that wrongfully causes dissolution of the company loses the right to participate in management as a member and a manager.

(f) This article does not entitle a member to remuneration for services performed for a member-managed limited liability company, except for reasonable compensation for services rendered in winding up the activities of the company.