2005 Idaho Code - 53-616 — AGENCY POWER OF MEMBERS AND MANAGERS

                                  TITLE  53
                                 PARTNERSHIP
                                  CHAPTER 6
                     IDAHO LIMITED LIABILITY COMPANY ACT
    53-616.  AGENCY POWER OF MEMBERS AND MANAGERS. (1) Except as provided in
subsection (2) of this section or as provided in the articles of organization,
every member is an agent of the limited liability company for the purpose of
its business or affairs, and the act of any member, including, but not limited
to, the execution in the name of the limited liability company of any
instrument, for apparently carrying on in the usual way the business or
affairs of the limited liability company of which he is a member, binds the
limited liability company, unless the member so acting has, in fact, no
authority to act for the limited liability company in the particular matter,
and the person with whom the member is dealing has knowledge of the fact that
the member has no such authority.
    (2)  If the articles of organization provide that management of the
limited liability company is vested in a manager or managers:
    (a)  No member, solely by reason of being a member, is an agent of the
    limited liability company; and
    (b)  Every manager is an agent of the limited liability company for the
    purpose of its business or affairs, and the act of any manager, including,
    but not limited to, the execution in the name of the limited liability
    company of any instrument, for apparently carrying on in the usual way the
    business or affairs of the limited liability company of which he is a
    manager binds the limited liability company, unless the manager so acting
    has, in fact, no authority to act for the limited liability company in the
    particular matter, and the person with whom the manager is dealing has
    knowledge of the fact that the manager has no such authority.
    (3)  An act of a manager or a member which is not apparently for the
carrying on in the usual way the business or affairs of the limited liability
company does not bind the limited liability company unless authorized in
accordance with an operating agreement, at the time of the transaction or at
any other time.
    (4)  An act of a manager or member in contravention of a restriction on
authority shall not bind the limited liability company to persons having
knowledge of the restriction.