2006 New York Code - Agency Of Members Or Managers.



 
    §  412.  Agency  of  members  or  managers. (a) Unless the articles of
  organization of a limited  liability  company  provide  that  management
  shall  be  vested  in a manager or managers, every member is an agent of
  the limited liability company for the purpose of its business,  and  the
  act  of every member, including the execution in the name of the limited
  liability company of any instrument, for apparently carrying on  in  the
  usual  way  the  business  of  the  limited liability company, binds the
  limited liability company, unless (i) the member so acting has  in  fact
  no  authority to act for the limited liability company in the particular
  matter and (ii) the person with whom he or she is dealing has  knowledge
  of the fact that the member has no such authority.
    (b)  If  the  articles  of organization of a limited liability company
  provide that management shall be vested in one or more managers:
    (1) no member, solely by reason of being a member, is an agent of  the
  limited  liability company for the purpose of its business except to the
  extent that authority has been delegated to such member by  the  manager
  or managers or by the provisions of the operating agreement; and
    (2) every manager is an agent of the limited liability company for the
  purpose  of  its  business,  and the act of every manager, including the
  execution  in  the  name  of  the  limited  liability  company  of   any
  instrument,  for apparently carrying on in the usual way the business of
  the limited liability  company  binds  the  limited  liability  company,
  unless  (A)  the  manager acting has in fact no authority to act for the
  limited liability company in the particular matter and  (B)  the  person
  with  whom  he  or  she  is  dealing  has knowledge of the fact that the
  manager has no such authority.
    (c) An act of a member or manager  that  is  not  apparently  for  the
  carrying  on  of  the  business  of the limited liability company in the
  usual way does not bind the limited liability company unless  authorized
  in fact by the limited liability company in the particular matter.
    (d)  No act of a member, manager or other agent of a limited liability
  company in contravention of a restriction on authority  shall  bind  the
  limited   liability   company   to   persons  having  knowledge  of  the
  restriction.

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