Section 26Part 7 — Conversion and Continuation
Vesting of management powers
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Unless otherwise provided in a LLC agreement, the management of a limited liability company shall be vested in its members acting by a majority in number; provided however that if a LLC agreement provides for the man agement, in whole or in part, of a limited liability company by one or more managers, the management of the limited liability company, to the extent so provided, shall be vested in the managers.
Unless otherwise provided in a LLC agreement, the members acting by a majority in number or a manager appointed pursuant to section 27(1) has the authority to bind the limited liability company.
Subject to subsections
and
, the rights and duties of the members and managers in a limited liability compa ny shall, as between themselves, be determined by the LLC agreement. ( 4 ) Subject to any express provisions of a LLC agreement to the contrary, a manager shall not owe any duty (fiduciary or otherwise) to the limited liability company or any member or other person in respect of the limited liability company other than a duty to act in good faith in respect of the rights, authorities or obligations which are exercised or performed or to which such manager is subject in connection with the management of the li mited liability company provided that such duty of good faith may be expanded or restricted by the express provisions of the LLC agreement. ( 5 ) Subject to any express provisions of a LLC agreement to the contrary and subsection (4), a member shall not owe any duty (fiduciary or otherwise) to the limited liability company or any member —
in exercising any of its rights or authorities in respect of the limited liability company; or
in performing any of its obligations under the LLC agreement to the li mited liability company or to any member, and where such member is exercising any vote, consent or approval right in respect of its LLC interest it may exercise such vote, consent or approval right in its own best interests and as it sees fit even though i t may not be in the best interests of the limited liability company or any other member.
Subject to subsection (4), a person serving on any board or committee (howsoever called) of a limited liability company —
shall, subject to any express provision of a LLC agreement to the contrary, not owe any duty (fiduciary or otherwise) to the limited liability company or to any member in serving on such board or committee or in exercising or not exercising any of the person’s rights or authorities or otherwi se with respect to any of the person’s obligations with respect to such board or committee; and
may, if expressly permitted to do so by the LLC agreement, act in a manner which the person believes to be in the best interests of a particular member or m embers (even though it may not be in the best interests of all members or the limited liability company).
Where a LLC agreement contains provisions for the establishment and regulation of any boards or committees of a limited liability company, its mem bers or managers or any class or category of those members or managers (or representatives of any of such members or managers) including —
the establishment and constitution of such boards or committees;
the manner and terms of appointment and remo val of the persons serving on such boards or committees;
the powers, rights, authorities, obligations and duties of the persons serving on such boards or committees;
the regulation of the proceedings of such boards or committees; and
the rights of the persons serving on, or persons who formerly served on, such boards or committees to exculpation or to be indemnified out of the assets of the limited liability company, then, subject to the express provisions of such LLC agreement, any person duly appointed to serve on any such board or committee in accordance with such provisions shall be deemed to have notice of and shall have the benefit of such provisions which shall not be unenforceable by any such person in that person’s own right by reason on ly that such person is not a party to the LLC agreement.