2006 New York Code - Management Of The Limited Liability Company By Members.

 
    §  401.  Management  of  the limited liability company by members. (a)
  Unless the articles of  organization  provides  for  management  of  the
  limited liability company by a manager or managers or a class or classes
  of managers, management of the limited liability company shall be vested
  in  its  members  who  shall  manage  the  limited  liability company in
  accordance with this chapter, subject to any provisions in the  articles
  of  organization  or  the  operating  agreement and section four hundred
  eighteen of this article granting or withholding the  management  powers
  or responsibilities of one or more members or classes of members.
    (b)  If  management  of  a  limited liability company is vested in its
  members, then (i) any such member exercising such management  powers  or
  responsibilities  shall  be  deemed  to  be  a  manager  for purposes of
  applying the provisions of this chapter, unless  the  context  otherwise
  requires,  and  (ii) any such member shall have and be subject to all of
  the duties and liabilities of a manager provided in this chapter.