2005 Idaho Code - 53-645 — AGENCY POWER OF MANAGERS OR MEMBERS AFTER DISSOLUTION

                                  TITLE  53
                                 PARTNERSHIP
                                  CHAPTER 6
                     IDAHO LIMITED LIABILITY COMPANY ACT
    53-645.  AGENCY POWER OF MANAGERS OR MEMBERS AFTER DISSOLUTION. (1) Except
as provided in subsections (3), (4) and (5) of this section, after dissolution
of the limited liability company, each of the members having authority to wind
up the limited liability company's business and affairs can bind the limited
liability company:
    (a)  By any act appropriate for winding up the limited liability company's
    affairs or completing transactions unfinished at dissolution; and
    (b)  By any transaction that would have bound the limited liability
    company if it had not been dissolved, if the other party to the
    transaction does not have notice of the dissolution.
    (2)  The filing of the articles of dissolution shall be presumed to
constitute notice of dissolution for purposes of subsection (1)(b) of this
section.
    (3)  An act of a member which is not binding on the limited liability
company pursuant to subsection (1) of this section is binding if it is
otherwise authorized by the limited liability company.
    (4)  An act of a member which would be binding under subsection (1) of
this section or would be otherwise authorized but which is in contravention of
a restriction on authority shall not bind the limited liability company to
persons having knowledge of the restriction.
    (5)  If the articles of organization vest management of the limited
liability company in managers, a manager shall have the authority of a member
provided for in subsection (1) of this section, and no member shall have such
authority if the member is acting solely in the capacity of a member.