347.079. Management of company--managers, appointment--consent of members required for certain acts.

MISSOURI STATUTES AND CODES

347.079. Management of company--managers, appointment--consent of members required for certain acts.

Management of company--managers, appointment--consent of membersrequired for certain acts.

347.079. 1. The articles of organization shall provide howmanagement of the limited liability company will be vested and who shallhave the right and authority to manage the affairs of the limited liabilitycompany and make all decisions with respect thereto, subject to anyprovisions in the operating agreement or sections 347.010 to 347.187restricting or enlarging the management rights or responsibilities of oneor more persons or classes of persons.

2. If the articles of organization provide that management of thelimited liability company shall be vested in one or more managers, thenmanagement of the limited liability company shall be vested in such manageror managers who shall have the right and authority to manage the affairs ofthe limited liability company and make decisions with respect thereto tothe extent provided in the operating agreement, including any provisionstherein restricting or enlarging the management rights or responsibilitiesof one or more persons or classes of persons. The managers of a limitedliability company shall be designated in the operating agreement, ordesignated, appointed or elected by the members in the manner prescribed bythe operating agreement, and may be removed or replaced in the mannerprovided in the operating agreement. Managers need not be members of thelimited liability company or individuals unless otherwise required by theoperating agreement. If the operating agreement does not provide a mannerfor designating, appointing, electing, removing or replacing managers,then, the managers of a limited liability company shall be designated,appointed, elected, removed or replaced by the vote of a majority by numberof the members and unless earlier removed or resigned, managers shall holdoffice until their successors have been designated, appointed or electedand qualified.

3. Except as provided in the operating agreement, the affirmativevote, approval or consent of all members shall be required to:

(1) Amend a written operating agreement;

(2) Issue an interest in the limited liability company to any personand admit such person as a member;

(3) Approve a merger or consolidation with another person;

(4) Change the status of the limited liability company from one inwhich management is vested in the members to one in which management isvested in one or more managers, or vice versa;

(5) Authorize any transaction, agreement or action on behalf of thelimited liability company that is unrelated to its purpose as set forth inthe articles of organization, that otherwise contravenes the operatingagreement or that is not within the usual course of the business of thelimited liability company; or

(6) Determine, modify, compromise or release the amount and characterof the contributions which a member shall make, or shall promise to make,as the consideration for the issuance of an interest in the limitedliability company.

4. Except as provided in the operating agreement, and subject tosubsection 3 of this section, the affirmative vote, approval or consent ofmore than one-half by number of the authorized persons shall be required todecide any matter connected with the business or affairs of the limitedliability company.