E. LLC - Management Flashcards
1
Q
Who manages the LLC?*
A
Members
- In proportion to their shares of LLC profits
Managers
- If provided by Articles of Organisation
2
Q
What is the rule for liability of Members?
A
- 10 Members (largest % ownership interest)
- Jointly + severally liable
- To employees for all due wages
3
Q
Can Managers limit/eliminate liability for money damages?*
A
By operating agreement
- For breach of duty of care
- NOT for acts/omissions in bad faith
- NOT for intentional misconduct
- NOT for knowing violation of law
- NOT for actions relating to personal financial gain to which Manager was NOT legally entitled
4
Q
May Operating Agreement be amended?*
A
Yes (as provided in Agreement)
- BUT can NOT adversely affect Member w/o their written consent
5
Q
How may voting requirements be determined towards election of managers/management of LLC?*
A
Members shall have vote of LLC’s current profits
- BUT Voting rights can be varied by Operating Agreement
Majority vote required
