MEE Past Questions

Question 1

What is the default management?

Answer 1

Member-managed

Question 2

Define

Member-managed

Answer 2

direct management of the LLC by its members

Question 3

Define

Manager-managed LLC

Answer 3

centralized management of the LLC by one or more managers who need not be members

Question 4

T/F: members of a member managed LLC have broad authority to bind the LLC

Answer 4

True

Question 5

Acts outside the ordinary course of activities may only be taken with

Answer 5

consent of all members

Question 6

If you see a question regarding authority to bind the corp - you should discuss what?

Answer 6

• whether express or apparent authority existed
• and whether is was part of the ordinary course of business

Question 7

In corps, does dissociation alone cause dissolution?

Answer 7

NO

Question 8

Can a member withdraw and dissociate at any time for any reason even if doing so would violate the operating agreement?

Answer 8

YES

Question 9

How do you dissociate or withdraw as a member?

Answer 9

notice to the LLC - not required to be in writing

Question 10

Does dissociation discharge the member’s interest of liability

Answer 10

NO

Question 11

T/F a dissociated member is entitled to recieve payment for the members pro rata share fo the LLC’s net assets

Answer 11

FALSE

Question 12

A dissociated member remains entitled to receive

Answer 12

distribution authorized by the LLC

Question 13

Can a dissociated member force the LLC to make payments?

Answer 13

No, only entitled to recevie distributions authorized by LLC

Question 14

Majority approval for a conflict or interest transaction must be made by?

Answer 14

a majoirty vote by fully informed disterested directors

This is the safe harbor provision