2006 Code of Virginia § 13.1-1024 - Management of a limited liability company by a manager or managers

13.1-1024. Management of a limited liability company by a manager ormanagers.

A. The articles of organization or an operating agreement of a limitedliability company may delegate full or partial responsibility for managing alimited liability company to or among one or more managers.

B. Managers need not be residents of this Commonwealth or members of thelimited liability company unless the articles of organization or an operatingagreement so require. The articles of organization or an operating agreementmay prescribe other qualifications for managers.

C. The number of managers shall be fixed by or in the manner provided in thearticles of organization or an operating agreement. The number of managersmay be increased or decreased by amendment to, or in the manner provided in,the articles of organization or an operating agreement.

D. Unless otherwise provided in the articles of organization or an operatingagreement, managers shall be elected by the members.

E. Unless otherwise provided in the articles of organization or an operatingagreement, any vacancy occurring in the office of manager shall be filled bya majority vote of the members.

F. All managers or any lesser number may be removed in the manner provided inthe articles of organization or an operating agreement. If the articles oforganization or an operating agreement does not provide for the removal ofmanagers, then all managers or any lesser number may be removed with orwithout cause by a majority vote of the members.

G. Unless otherwise provided in the articles of organization or an operatingagreement, any action required or permitted to be taken by the managers of alimited liability company may be taken upon a majority vote of the managers.

H. Unless otherwise provided in the articles of organization or an operatingagreement, a manager of a limited liability company has the power andauthority to delegate to one or more other persons the manager's rights andpowers to manage and control the business and affairs of the limitedliability company, including to delegate to agents, officers and employees ofa member or manager of the limited liability company, and to delegate by amanagement agreement or another agreement with, or otherwise to, otherpersons. Such persons may be denominated as officers of the limited liabilitycompany without being deemed to have the status of a manager, unlessdesignated as a manager in the articles of organization or an operatingagreement. Unless otherwise provided in the articles of organization or anoperating agreement, such delegation by a manager of a limited liabilitycompany shall not cause the manager to cease to be a manager of the limitedliability company.

I. Unless otherwise provided in the articles of organization or an operatingagreement, the managers of a limited liability company may take any actionpermitted or required to be taken by the managers without a meeting, withoutprior notice and without a vote if a consent or consents in writing, settingforth the action so taken, shall be signed by managers having not less thanthe minimum number of votes that would be necessary to authorize or take suchaction at a meeting. A consent transmitted by a manager by electronictransmission shall be deemed to be signed for the purposes of this section.Unless otherwise provided in the articles of organization or an operatingagreement, on any matter that is to be voted on by managers, the managers mayvote in person or by proxy, and any such proxy may be granted in writing, bymeans of electronic transmission or as otherwise permitted by applicable law.

J. The articles of organization or an operating agreement may provide forclasses or groups of managers having such relative rights, powers, and dutiesas the articles of organization or an operating agreement may provide, andmay make provision for the future creation in the manner provided in thearticles of organization or an operating agreement of additional classes orgroups of managers having such relative rights, powers, and duties as mayfrom time to time be established, including rights, powers, and duties seniorto existing classes and groups of managers.

(1991, c. 168; 1992, c. 574; 1996, c. 265; 1998, c. 432; 2002, c. 288; 2004,c. 601.)