21-136 Management of limited liability company. - Nebraska Statutes

21-136. Management of limited liability company.(ULLCA 407) (a) A limitedliability company is a member-managed limited liability company unless theoperating agreement:(1) expressly providesthat:(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 ofsimilar import.(b)In a member-managed limited liability company, the following rules apply:(1) The management andconduct of the company are vested in the members.(2) Each member has equal rightsin the management and conduct of the company's activities.(3) A difference arisingamong members as to a matter in the ordinary course of the activities of thecompany may be decided by a majority of the members.(4) An act outside the ordinarycourse of the activities of the company may be undertaken only with the consentof all members.(5)The operating agreement may be amended only with the consent of all members.(c) In a manager-managedlimited liability company, the following rules apply:(1) Except as otherwise expresslyprovided in the Nebraska Uniform Limited Liability Company Act, any matterrelating to the activities of the company is decided exclusively by the managers.(2) Each manager hasequal rights in the management and conduct of the activities of the company.(3) A difference arisingamong managers as to a matter in the ordinary course of the activities ofthe company may be decided by a majority of the managers.(4) The consent of allmembers is required to:(A)sell, lease, exchange, or otherwise dispose of all, or substantially all,of the company's property, with or without the goodwill, outside the ordinarycourse of the company's activities;(B) approve a merger, conversion, or domesticationunder sections 21-170 to 21-184;(C) undertake any other act outside the ordinary courseof the company's activities; and(D) amend the operating agreement.(5) A manager may bechosen at any time by the consent of a majority of the members and remainsa manager until a successor has been chosen, unless the manager at an earliertime resigns, is removed, or dies, or, in the case of a manager that is notan individual, terminates. A manager may be removed at any time by the consentof a majority of the members without notice or cause.(6) A person need not be a memberto be a manager, but the dissociation of a member that is also a manager removesthe person as a manager. If a person that is both a manager and a member ceasesto be a manager, that cessation does not by itself dissociate the person asa member.(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 personincurred while a manager.(d)An action requiring the consent of members under the Nebraska Uniform LimitedLiability Company Act may be taken without a meeting, and a member may appointa proxy or other agent to consent or otherwise act for the member by signingan appointing record, personally or by the member's agent.(e) The dissolution ofa limited liability company does not affect the applicability of this section.However, a person that wrongfully causes dissolution of the company losesthe right to participate in management as a member and a manager.(f) The Nebraska UniformLimited Liability Company Act does not entitle a member to remuneration forservices performed for a member-managed limited liability company, exceptfor reasonable compensation for services rendered in winding up the activitiesof the company. SourceLaws 2010, LB888, § 36.Operative Date: January 1, 2011