Title 48, Securities, Corporations And Associations

Subject to any limitations in the articles or operating agreement, the board of governors may fix the compensation of governors for the following board. Such compensation is subject to approval by the members. If the initial board of governors is selected by the organizers, that …

Governors may be divided into classes as provided in the articles or operating agreement.

(a) Plurality. Unless otherwise provided in the articles or operating agreement, governors are elected by a plurality of the voting power exercised in the election at a meeting at which a quorum is present. (b) Noncumulative Voting. Members do not have a right to cumulate their v…

A governor may resign at any time by giving a written resignation to the secretary or chief manager of the LLC. The resignation is effective without acceptance when such resignation is actually received by the secretary or chief manager of the LLC, unless a later effective time i…

(a) The members may remove one (1) or more governors with or without cause at any time unless the articles or operating agreement provide that governors may only be removed for cause. (b) If a governor is elected by a voting group of members, only the members of that voting group…

(a) Unless the articles or operating agreement provide otherwise, if a vacancy occurs on a board of governors, including a vacancy resulting from an increase in the number of governors or a vacancy resulting from a removal with or without cause:(1) The members may fill the vacanc…

(a) Time and Place. Meetings of the board of governors may be held from time to time as provided in the articles or operating agreement at any place within or without the state that the board of governors may select or by any means described in subsection (b). If the board of gov…

(a) Unless the articles or operating agreement requires a different number, a quorum of a board of governors consists of:(1) A majority of the fixed number of governors, if the LLC has a fixed board size;(2) A majority of the number of governors prescribed under § 48-239-101, or …

(a) Method. (1) Unless the articles or operating agreement provides otherwise, an action required or permitted to be taken at a board of governors meeting may be taken without a meeting. If all governors consent to taking such action without a meeting, the affirmative vote of the…

(a) Generally. With respect to a board-managed LLC, a resolution approved by the affirmative vote of a majority of the board of governors may establish committees having the authority of the board in the management of the business of the LLC only to the extent provided in the res…

(a) Standard and Liability. A governor shall discharge the duties of the position as a governor, including duties as a member of a committee, in good faith, in a manner the governor reasonably believes to be in the best interests of the LLC, and with the care an ordinarily pruden…

(a) Definition and Scope. A conflict of interest transaction is a transaction with the LLC in which a governor, manager or non-governor member of a special litigation committee of the LLC has a direct or indirect interest. A conflict of interest transaction is not voidable by the…