Sec. 15-1. Management of limited liability company.

445 words·~2 min read·/il/chapter-805/act-180/15-1·

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

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

(1)expressly provides that:

(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)includes words of similar import.

(b)In a member-managed company:

(1)each member has equal rights in the management and conduct of the company's

business; and

(2)except as otherwise provided in subsection

(d)of this Section, any matter relating

to the business of the company may be decided by a majority of the members.

(c)In a manager-managed company:

(1)each manager has equal rights in the management and conduct of the company's

business;

(2)except as otherwise provided in subsection

(d)of this Section, any matter relating

to the business of the company may be exclusively decided by the manager or, if there is more than one manager, by a majority of the managers; and

(3)a manager:

(A)must be designated, appointed, elected, removed, or replaced by a vote,

approval, or consent of a majority of the members; and

(B)holds office until a successor has been elected and qualified, unless the

manager sooner resigns or is removed.

(d)The only matters of a member or manager-managed company's business requiring the consent of all of the members are the following:

(1)the amendment of the operating agreement under Section 15-5;

(2)an amendment to the articles of organization under Article 5;

(3)the compromise of an obligation to make a contribution under Section 20-5;

(4)the compromise, as among members, of an obligation of a member to make a

contribution or return money or other property paid or distributed in violation of this Act;

(5)the redemption of an interest;

(6)the admission of a new member;

(7)the use of the company's property to redeem an interest subject to a charging order;

(8)the consent to dissolve the company under subdivision

(2)of subsection

(a)of

Section 35-1;

(9)the consent of members to convert, merge with another entity or domesticate under

Article 37 or the Entity Omnibus Act; and

(10)the sale, lease, exchange, or other disposal of all, or substantially all, of the

company's property with or without goodwill.

(e)Action requiring the consent of members or managers under this Act may be taken without a meeting.

(f)A member or manager may appoint a proxy to vote or otherwise act for the member or manager by signing an appointment instrument, either personally or by the member or manager's attorney-in-fact.