Section 10A-5A-4.07
Direction and oversight of the limited liability company.
(a) The limited liability company agreement of a limited liability company may provide that the activities and affairs of the limited liability company shall be under the direction, and subject to the oversight, of: (1) its members; (2) one or more managers; or (3) such other governance structure as provided in the limited liability company agreement. The limited liability company agreement of a limited liability company may provide that the activities and affairs of a series shall be under the direction, and subject to the oversight, of: (1) the members associated with that series; (2) one or more managers; or (3) such other governance structure as provided in the limited liability company agreement.
(b) If the limited liability company agreement does not specify who shall direct and oversee the activities and affairs of the limited liability company or a series thereof:
(1)(A) The activities and affairs of the limited liability company shall be under the direction, and subject to the oversight, of its members.
(B) The activities and affairs of a series shall be under the direction, and subject to the oversight, of the members associated with the series.
(C) Subsection (b)(1)(A) shall not apply to the activities and affairs of a series.
(2)(A) Except as provided in subsection (b)(3), a matter in the ordinary course of activities and affairs of the limited liability company may be decided by a majority of the members.
(B) Except as provided in subsection (b)(3), a matter in the ordinary course of activities and affairs of a series may be decided by a majority of the members associated with the series.
(C) Subsection (b)(2)(A) shall not apply to matters of a series.
(3)(A) The consent of all members is required to:
(i) amend the limited liability company agreement;
(ii) file a petition of the limited liability company for relief under Title 11 of the United States Code, or a successor statute of general application, or a comparable federal, state, or foreign law governing insolvency;
(iii) undertake any act outside the ordinary course of the limited liability company's activities and affairs; and
(iv) undertake, authorize, or approve any other act or matter for which this chapter requires the consent of all members.
(B) The consent of all members associated with a series is required to:
(i) undertake any act outside the ordinary course of the series' activities and affairs; and
(ii) undertake, authorize, or approve any other act or matter for which this chapter requires the consent of all the members associated with a series.
(c) Any matter requiring the consent of members may be decided without a meeting, and a member may appoint a proxy or other agent to consent or otherwise act for the member by signing an appointing writing, personally or by the member's agent.
(d) This chapter does not entitle a member to remuneration for services performed for a limited liability company, except for reasonable compensation for services rendered in winding up the activities and affairs of the limited liability company.
(Act 2014-144, p. 265, §1.)