1. (a) A limited liability company is a member-managed limited liability company unless the operating agreement:

   1. (1) Expressly provides that:

      1. (A) The company is or will be “manager-managed”; (B) the company is or will be “managed by managers”; or (C) management of the company is or will be “vested in managers”; or
   2. (2) Includes words of similar import.

2. (b) In a member-managed limited liability company, the following rules apply:

   1. (1) Except as expressly provided in sections 34-243 to 34-283d, inclusive, the management and conduct of the company are vested in the members.
   2. (2) Matters in the ordinary course of the activities of the company shall be decided by the affirmative vote or consent of a majority in interest of the members.

   3. (3) The affirmative vote or consent of two-thirds in interest of the members is required to:

      1. (A) Undertake an act outside the ordinary course of the company's activities and affairs; or (B) approve a transaction under the Connecticut Entity Transactions Act.
   4. (4) The affirmative vote or consent of all of the members is required to amend the operating agreement or to amend the certificate of organization.

3. (c) In a manager-managed limited liability company, the following rules apply:

   1. (1) Except as expressly provided in sections 34-243 to 34-283d, inclusive, any matter relating to the activities and affairs of the company is decided exclusively by the manager, or, if there is more than one manager, by a majority of the managers.
   2. (2) Each manager has equal rights in the management and conduct of the company's activities and affairs.

   3. (3) The affirmative vote or consent of two-thirds in interest of the members is required to:

      1. (A) Undertake an act outside the ordinary course of the company's activities and affairs; or (B) approve a transaction under the Connecticut Entity Transactions Act.
   4. (4) The affirmative vote or consent of all of the members is required to amend the operating agreement or to amend the certificate of organization.
   5. (5) A manager may be chosen at any time by the affirmative vote or consent of a majority in interest of the members and remains a manager until a successor has been chosen, unless the manager at an earlier time resigns, is removed, or dies or, in the case of a manager that is not an individual, terminates. A manager may be removed at any time by the consent of a majority in interest of the members without notice or cause.
   6. (6) A person need not be a member to be a manager, but the dissociation of a member that is also a manager removes the person as a manager. If a person that is both a manager and a member ceases to be a manager, that cessation does not by itself dissociate the person as a member.
   7. (7) A person's ceasing to be a manager does not discharge any debt, obligation or other liability to the limited liability company or members which the person incurred while a manager.
4. (d) An action requiring the vote or consent of members under sections 34-243 to 34-283d, inclusive, may be taken without a meeting, and a member may appoint a proxy or other agent to vote, consent or otherwise act for the member by signing an appointing record, personally or by the member's agent.
5. (e) The dissolution of a limited liability company does not affect the applicability of this section. However, a person that wrongfully causes dissolution of the company loses the right to participate in management as a member and a manager.
6. (f) A limited liability company shall reimburse a member for an advance to the company beyond the amount of capital the member agreed to contribute.
7. (g) A payment or advance made by a member that gives rise to an obligation of the limited liability company under subsection (f) of this section or subsection (a) of section 34-255g constitutes a loan to the company.
8. (h) A member is not entitled to remuneration for services performed for a member-managed limited liability company, except for reasonable compensation for services rendered in winding up the activities of the company.

(P.A. 16-97, S. 45.)

History: P.A. 16-97 effective July 1, 2017.