(a) 
The articles or operating agreement may provide that the business and affairs of the limited liability company shall be managed by or under the authority of one or more managers who may, but need not, be natural persons.
(b) 
The articles or operating agreement may prescribe the number and qualifications of managers.
(c) 
Unless the articles of organization vest management in one or more managers, management of the LLC shall be vested in the members subject to any provision in articles of operation or the Code restricting or enlarging the management rights and duties of any member or group of members.
(d) 
If the articles of organization vest management in one or more managers, management of the business or affairs of the LLC shall be invested in the manager or managers subject to any provisions in articles of operation or the Code restricting or enlarging the management rights and duties of any manager or group of managers. Unless otherwise provided in articles of operation, the manager or managers:
(1) 
Shall be designated, appointed, elected, removed, or replaced by a vote of a majority in interest of the members.
(2) 
Need not be members of the LLC nor individuals.
(3) 
Unless earlier removed or earlier resigned, shall not hold office until a successor is elected and qualified.
(Res. 08-A-053, 3/25/2008, on an emergency basis. Finalized after a public hearing 3/14/2016 via Res. 16-A-020, 3/28/2016)
(a) 
The Articles of Operation or a written operating agreement may provide for the appointment of officers, including, without limitation, a chairperson or a president, or both, a secretary, a chief financial officer, and any other officers with such titles, powers, and duties as shall be specified in the articles or operating agreement, or determined by the managers or members. An officer may, but need not, be a member or manager of the limited liability company, and any number off offices may be held by the same person.
(b) 
Officers, if any, shall be appointed in accordance with the written operating agreement or, if no such provision is made in the operating agreement, any officers shall be appointed by the managers and shall serve at the pleasure of the managers, subject to the rights, if any, of an officer under any contract of employment.
(Res. 08-A-053, 3/25/2008, on an emergency basis. Finalized after a public hearing 3/14/2016 via Res. 16-A-020, 3/28/2016)
(a) 
The fiduciary duties a manager, officer or director owes to the limited liability company and to its members are the duty of loyalty and the duty of care as set forth below.
(b) 
A manager’s, officer’s or director’s duty of loyalty to the limited liability company includes all of the following:
(1) 
To account to the limited liability company and hold as trustee any property, profit or benefit derived by the manager, officer or director in the conduct and winding up of the limited liability company or derived from a use by the manager, officer or director of company property or information, including the appropriation of a company opportunity.
(2) 
To refrain from dealing with the limited liability company in the conduct or winding up of the company business as or on behalf of a party having an interest adverse to the limited liability company.
(3) 
To refrain from competing with the company in the conduct of company business before the dissolution of the limited liability company.
(c) 
A manager’s, officer’s or director’s duty of care to the limited liability company is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(d) 
A manager, officer or director shall discharge his or her duties to the limited liability company consistently with the obligation of good faith and fair dealing and in a manner such manager, officer or director believes to be in the best interests of the company and its members and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
(Res. 08-A-053, 3/25/2008, on an emergency basis. Finalized after a public hearing 3/14/2016 via Res. 16-A-020, 3/28/2016)
(a) 
Except for a breach of the duty set forth in Section 26.03.04, the articles or written operating agreement of a limited liability company may provide for indemnification of any person, including, without limitation, any manager, member, officer, employee, or agent of the limited liability company, against judgments, settlements, penalties, fines, or expenses of any kind incurred as a result of acting in that capacity.
(b) 
A limited liability company shall have power to purchase and maintain insurance on behalf of any manager, member, officer, employee, or agent of the limited liability company against any liability asserted against or incurred by the person in that capacity or arising out of the person’s status as a manager, member, officer, employee, or agent of the limited liability company.
(Res. 08-A-053, 3/25/2008, on an emergency basis. Finalized after a public hearing 3/14/2016 via Res. 16-A-020, 3/28/2016)
(a) 
No person who is a manager or officer or both a manager and officer of a limited liability company shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the limited liability company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a manager or officer or both a manager and officer of the limited liability company.
(b) 
Notwithstanding subdivision a), a manager of a limited liability company may agree to be obligated personally for any or all of the debts, obligations, and liabilities of the limited liability company as follows:
(1) 
If the agreement to be so liable is set forth in the articles or in a written operating agreement that specifically references this subdivision.
(2) 
Pursuant to the terms of a written guaranty or other contractual obligation entered into by the manager, other than an operating agreement.
(c) 
No member of any limited liability company formed pursuant to this Code shall be liable to any creditor of the company by reason of his or her status as a member, except insofar as said member may be indebted to the company for unpaid loans or indebtedness.
(Res. 08-A-053, 3/25/2008, on an emergency basis. Finalized after a public hearing 3/14/2016 via Res. 16-A-020, 3/28/2016)