2011 Vermont Code
Title 11 Corporations, Partnerships and Associations
Chapter 21 LIMITED LIABILITY COMPANIES
§ 3054 Management of limited liability company

§ 3054. Management of limited liability company

(a) In a member-managed limited liability company:

(1) each member has equal rights in the management and conduct of the company's business; and

(2) except as otherwise provided in subsection (c) of this section or in subdivision 3101(3)(A) of this title, any matter relating to the business of the company may be decided by a majority of the members.

(b) In a manager-managed limited liability company:

(1) except as otherwise provided in subsection (c) of this section, the managers have the exclusive authority to manage and conduct the company's business;

(2) except as specified in subsection (c) of this section or in subdivision 3101(3)(A) of this title, any matter relating to the business of the company may be exclusively decided by the manager or, if there is more than one manager, by a majority of the managers; and

(3) a manager:

(A) must be designated, appointed, elected, removed or replaced by a vote, approval or consent of a majority of the members; and

(B) holds office until a successor has been elected and qualified, unless the manager sooner resigns or is removed.

(c) Matters of a limited liability company's business requiring the consent of all the members are:

(1) the amendment of the operating agreement under section 3003 of this title;

(2) the authorization or ratification of acts or transactions under subdivision 3003(b)(2)(B) of this title which would otherwise violate the duty of loyalty;

(3) an amendment to the articles of organization under section 3024 of this title;

(4) the compromise of an obligation to make a contribution under subsection 3052(b) of this title;

(5) the compromise, as among members, of an obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter;

(6) the making of interim distributions under subsection (a) of section 3055 of this title;

(7) the admission of a new member;

(8) the use of the company's property to redeem an interest subject to a charging order;

(9) a waiver of the right to have the company's business wound up and the company terminated under subsection 3102(b) of this title; and

(10) the sale, lease, exchange or other disposal of all, or substantially all, of the company's property with or without goodwill.

(d) Action requiring the consent of members or managers under this chapter may be taken at a meeting of the members or managers. An action that may be taken at a meeting of the members or managers may be taken without a meeting if the action is taken by all of the members or managers entitled to vote on the action. The action must be evidenced by one or more consents reflected in a record describing the action taken and signed by all of the members or managers entitled to vote on the action.

(e) A member or manager may appoint a proxy to vote or otherwise act for the member or manager by signing an appointment instrument, either personally or by the member's or manager's attorney-in-fact. An appointment of a proxy is valid for 11 months unless a different time is specified in the appointment instrument. An appointment is revocable by the member or manager unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest, in which case the appointment is revoked when the coupled interest is extinguished. (Added 1995, No. 179 (Adj. Sess.), { 4.)