1. A. Except to the extent the articles of organization vest management of the limited liability company in one or more managers, management of the business and affairs of the limited liability company shall be vested in the members, subject to any provision in the articles of organization, an operating agreement or the Limited Liability Company Act, which vests particular management responsibilities in any member or group or class of members.

2. B. If the articles of organization vest management of the limited liability company in one or more managers, the articles of organization or an operating agreement may prescribe the qualifications and the number of managers, the method in accordance with which managers shall be selected and duties and responsibilities of such managers. Each manager shall have such power to manage the business or affairs of the limited liability company as the articles of organization or an operating agreement shall provide. Unless otherwise provided by the articles of organization or an operating agreement:

   1. (1) a manager shall be appointed and may be removed by the affirmative vote, approval or consent of the members having a majority share of the voting power of all of the members;
   2. (2) a manager need not be a member of the limited liability company or a natural person;
   3. (3) unless a manager is removed or resigns, he shall hold office until his successor has been elected and qualified; and
   4. (4) the manager or managers designated by or in accordance with the articles of organization and operating agreement shall have exclusive power to make all decisions on behalf of the limited liability company that are not specifically reserved to the members by the Limited Liability Company Act.

History: Laws 1993, ch. 280, § 15.

ANNOTATIONS

Manager’s use of company assets was authorized. — Where plaintiff, who owned a GM car dealership had "credentials" to purchase GM vehicles at closed GM auctions and a GMAC credit line to finance vehicles; plaintiff selected one of its members as sole manager of its dealership; plaintiff was aware that the manager was also a member and manager of the defendant dealerships; the manager used the GM credentials and GMAC credit line to purchase and sell vehicles for plaintiff, a dealership in which the majority of plaintiff's members were also owners, and the defendant dealerships; plaintiff’s operating agreement provided that the "consent" of a majority of plaintiff’s members was required to use plaintiff's assets for other than a company purpose; the manager never concealed the manager’s intention to use the GM credentials and GMAC credit line to purchase vehicles for the defendant dealerships; plaintiff’s members were aware of the manager’s intention; plaintiff's staff were aware of and assisted the manager’s use of the GM credentials and GMAC credit line to benefit the defendant dealerships; the manager’s use of the GM credentials and GMAC credit line to benefit the defendant dealerships was publicized in a local business magazine and newspapers; plaintiff posted the magazine article on its website; and for three years, none of plaintiff’s members objected to the manager’s use of the GM credentials or the GMAC credit line, a majority of plaintiff's members consented to the manager’s use of the GM credentials and GMAC credit line to purchase vehicles for the defendant dealerships. Buke, LLC v. Cross Country Auto Sales, LLC, 2014-NMCA-078, cert. denied, 2014-NMCERT-007.