48-2c-803 - Management by members. - Utah Statutes

48-2c-803. Management by members.
In a member-managed company, each member shall be subject to the duties described inSection 48-2c-807 and, unless otherwise provided in this chapter, in the articles of organization,or an operating agreement:
(1) the affirmative vote, approval, or consent of members holding a majority of profitsinterests in the company shall be required to decide any matter connected with the business of thecompany;
(2) the affirmative vote, approval, or consent of all members shall be required to:
(a) amend the articles of organization, except to make ministerial amendments including:
(i) amendments made only to reflect actions previously taken with the requisite approval,such as a change in managers; or
(ii) to change an address;
(b) amend the operating agreement, except to make ministerial amendments, including:
(i) amendments made only to reflect actions previously taken with the requisite approval,such as a change in managers; or
(ii) to change an address; or
(c) (i) authorize a member or any other person to do any act on behalf of the companythat contravenes the articles of organization or operating agreement; and
(ii) after authorizing an act under Subsection (2)(c)(i) to terminate the authority sogranted; and
(3) the affirmative vote, approval, or consent of members holding 2/3 of the profitsinterests in the company shall be required to bind the company to any of the following actions:
(a) (i) authorizing a member or any other person to do any act on behalf of the companythat is not in the ordinary course of the company's business, or business of the kind carried on bythe company; and
(ii) after authorizing an act under Subsection (3)(a)(i) to terminate the authority sogranted;
(b) making a current distribution to members;
(c) resolving any dispute connected with the usual and regular course of the company'sbusiness;
(d) making a substantial change in the business purpose of the company;
(e) a conversion of the company to another entity;
(f) a merger in which the company is a party to the merger;
(g) any sale, lease, exchange, or other disposition of all or substantially all of thecompany's property other than in the usual and regular course of the company's business;
(h) any mortgage, pledge, dedication to the repayment of indebtedness, whether with orwithout recourse, or other encumbering of all or substantially all of the company's property otherthan in the usual and regular course of the company's business; or
(i) any waiver of a liability of a member under Section 48-2c-603.

Amended by Chapter 141, 2005 General Session