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2017 Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 29 - Revised Mississippi Limited Liability Company Act
Article 4 - Management
§ 79-29-401. Management of a limited liability company by a manager or managers
Universal Citation: MS Code § 79-29-401 (2017)
- (1) The certificate of formation or the operating agreement may delegate responsibility for managing a limited liability company to or among one or more managers to the extent provided therein. Managers may also serve as officers to the extent provided in the operating agreement.
- (2) Managers need not be residents of this state or members of the limited liability company. The certificate of formation or the operating agreement may prescribe other qualifications for managers.
- (3) The number of managers shall be fixed by or in the manner provided in the certificate of formation or the operating agreement. The number of managers may be increased or decreased by amendment to, or in the manner provided in, the certificate of formation or the operating agreement.
- (4) Managers shall be elected by the members.
- (5) Any vacancy occurring in the office of manager shall be filled by the vote of the members.
- (6) All managers or any lesser number may be removed in the manner provided in the certificate of formation or the operating agreement. All managers or any lesser number may be removed with or without cause by the vote of the members required to elect such manager or managers.
- (7) Any action required or permitted to be taken by the managers of a limited liability company may be taken upon a majority vote of the managers.
- (8) An operating agreement may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any manager or class or group of managers, waiver of any such notice, action by consent without a meeting, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.
- (9) Meetings of managers may be held by means of telephone or other communications equipment by means of which all persons participating in the meeting can speak to and hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting.
- (10) The managers may take action on any matter that is to be voted on, consented to or approved by managers without a meeting, and without a vote with not less than one (1) but not more than ten (10) days' prior notice to all the managers if a consent or consents in writing, setting forth the action so taken, shall be signed by the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all managers entitled to vote thereon were present and voted.
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