2011 Connecticut Code
Title 34 Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
Chapter 613 Limited Liability Companies
Sec. 34-140. Management.

      Sec. 34-140. Management. (a) Subject to any provisions of sections 34-100 to 34-242, inclusive, or the articles of organization, the business, property and affairs of a limited liability company shall be managed by its members.

      (b) The organizer or organizers may, in the articles of organization, and the members may, in any amendment to the articles of organization, vest management of the business, property and affairs of a limited liability company in a manager or managers.

      (c) The operating agreement of a limited liability company may contain any provisions for the regulation and management of its affairs, including provisions for the appointment or designation of officers by the members, if management of a limited liability company is vested in its member or members, or by the managers, if management of a limited liability company is vested in a manager or managers, which are not inconsistent with law, the articles of organization or any provisions of sections 34-100 to 34-242, inclusive. If the limited liability company has only one member, the operating agreement may be adopted by such member and the limited liability company or may be a statement adopted by such member.

      (d) If the management of a limited liability company is vested in a manager or managers, the operating agreement may set forth the number and qualification of the managers and the manner in which the managers are designated or elected, removed and replaced. Unless otherwise provided in the operating agreement or sections 34-100 to 34-242, inclusive: (1) Managers need not be members or natural persons; (2) designation or election of managers to fill initial positions or vacancies shall be by the vote of a majority in interest of the members; (3) any or all managers may be removed, with or without cause, by the vote of a majority in interest of the members; and (4) managers shall hold office until their successors are elected and qualified, unless removed as provided in subdivision (3) of this subsection. The operating agreement may provide that any class or group of members is entitled to designate or elect one or more managers. If the operating agreement provides that any class or group of members is entitled to designate or elect one or more managers, the vote of a majority in interest of the members in that class or group shall be required to fill any vacancies in manager positions designated or elected by such class or group of members.

      (P.A. 93-267, S. 21; P.A. 94-217, S. 10; P.A. 99-133.)

      History: P.A. 94-217 amended Subsec. (b) to replace "Members" with "The organizer or organizers" and provide that "the members may, in any amendment to the articles of organization," vest management in a manager or managers, and amended Subsec. (d) to rearrange the provisions and replace "majority vote of the members" with "the vote of a majority in interest of the members", where appearing; P.A. 99-133 amended Subsec. (c) to provide that the operating agreement may include provisions for the appointment or designation of officers by the members, if management of a limited liability company is vested in its member or members, or by the managers, if management of a limited liability company is vested in a manager or managers and to add provision that if the limited liability company has only one member, the operating agreement may be adopted by such member and the limited liability company or may be a statement adopted by such member.