48-238-104 - Agency of members in a board-managed LLC. - Tennessee Statutes

48-238-104. Agency of members in a board-managed LLC.

(a)  Unless the articles provide otherwise, if the LLC is board-managed, no member is an agent of the LLC for the purpose of its business, other than a member designated by the board of governors, including the execution in the LLC name of any instrument, for apparently carrying on in the usual way the business of the LLC of which such person is a member, does not bind the LLC, unless the member so acting has in fact the authority to act for the LLC in the particular matter.

(b)  Unless the articles provide otherwise, if the LLC is board-managed, the following persons are agents of the LLC and may legally bind the LLC, subject to the limitation on such persons contained in chapters 201-248 of this title:

     (1)  The chief manager;

     (2)  A person designated in the articles or the operating agreement as being so authorized; and

     (3)  A person designated in writing by action of the governors as being so authorized.

[Acts 1994, ch. 868, § 1; 1999, ch. 455, § 20.]