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275.165 Management of company -- Delegation of powers.
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Unless the articles of organization vest management of the limited liability
company in a manager or managers, management of the business and affairs
of the limited liability company shall vest in the members. Subject to any
provisions in the articles of organization, the operating agreement or this
chapter restricting or enlarging the management rights and duties of any
person or group or class of persons, the members shall have the right and
authority to manage the affairs of the limited liability company and to make all
decisions with respect thereto.
If the articles of organization vest management of the limited liability company
in one (1) or more managers, except to the extent otherwise provided in the
articles of organization, the operating agreement, or this chapter, the manager
or managers shall have exclusive power to manage the business and affairs of
the limited liability company. Unless otherwise provided in the articles of
organization or the operating agreement, managers:
(a) Shall be designated, appointed, elected, removed, or replaced by a vote,
approval, or consent of the majority-in-interest of the members;
(b) Shall not be required to be members of the limited liability company or
natural persons; and
(c) Unless they are sooner removed or sooner resign, shall hold office until
their successors shall have been elected and qualified.
Unless otherwise set forth in a written operating agreement, a member or
manager of a limited liability company has the power and authority to delegate
to one (1) or more other persons the member's or manager's powers to
manage or control the business and affairs of the limited liability company,
including without limitation the power to delegate to agents and employees of a
member, manager, or limited liability company or to delegate by an agreement
to other persons. This delegation by a member or manager of a limited liability
company shall not cause the member or manager to cease to be a member or
manager of the limited liability company.
Effective:July 15, 2010
History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 108, effective July 15,
2010. -- Amended 2007 Ky. Acts ch. 137, sec. 108, effective June 26, 2007. -Amended 1998 Ky. Acts ch. 341, sec. 27, effective July 15, 1998. -- Created
1994 Ky. Acts ch. 389, sec. 33, effective July 15, 1994.
Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51,
sec. 183, provides, "The specific textual provisions of Sections 1 to 178 of this
Act which reflect amendments made to those sections by 2007 Ky. Acts ch. 137
shall be deemed effective as of June 26, 2007, and those provisions are hereby
made expressly retroactive to that date, with the remainder of the text of those
sections being unaffected by the provisions of this section."
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