1998 Florida Code
TITLE XXXVI BUSINESS ORGANIZATIONS
Chapter 608 Limited Liability Companies
608.423 Limited liability company regulations.
608.423 Limited liability company regulations.--
(1) The power to adopt, alter, amend, or repeal the regulations of a limited liability company shall be vested in the members of the company unless vested in the manager or managers of the company by the articles of organization. Regulations adopted by the members or by the manager or managers may be repealed or altered; new regulations may be adopted by the members; and the members may prescribe in any regulations made by them that such regulations may not be altered, amended, or repealed by the manager or managers. The regulations may contain any provisions for the regulation and management of the affairs of the limited liability company not inconsistent with law or the articles of organization.
(2) Unless the articles of organization or the regulations provide otherwise, if the management of the limited liability company is vested in a manager or managers, the managers may adopt regulations to be effective only in an emergency as defined in subsection (5). The emergency regulations, which are subject to amendment or repeal by the members, may make all provisions necessary for managing the limited liability company during an emergency, including procedures for calling a meeting of the managers and designation of additional or substitute managers.
(3) All provisions of the regular regulations consistent with the emergency regulations remain effective during the emergency. The emergency regulations are not effective after the emergency ends.
(4) Actions taken by the limited liability company in good faith in accordance with the emergency regulations have the effect of binding the company and may not be used to impose liability on a manager, employee, or agent of the company.
(5) An emergency exists for purposes of this section if the limited liability company's managers cannot readily be assembled because of some catastrophic event.
History.--s. 2, ch. 82-177; s. 61, ch. 83-216; s. 24, ch. 93-284.
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