(1) As used in this section,
property includes property wherever located, tangible personal property,
intangible personal property, including interests in the association or any other
entity, and real property and any legal or equitable interest in property.
(2) Subject to subsections (4) and (6) of this section, each manager shall
have agency authority to bind and otherwise represent the association and may, in
the exercise of such authority, on behalf of the association and in its domestic
entity name, do anything that an individual may do, including:
(a) Make contracts and guarantees, incur liabilities, borrow money or other
property, issue notes, bonds, and other obligations, secure obligations by mortgage
or pledge of any of its property, lend money or other property, receive and hold
property as security for repayment or other performance, and invest and reinvest
funds;
(b) Sue and be sued, complain, and defend;
(c) Be a promoter, partner, member, associate, manager, trustee or other
fiduciary, or nominee or other agent of, or hold any similar position with, any person;
(d) Purchase, lease, take by donative transfer, devise or bequest, and
otherwise acquire, disclaim, or renounce property, and own, hold, use, improve,
exchange, sell, convey, endorse, transfer, lease, mortgage, pledge, encumber, and
otherwise deal with or dispose of property, including all or any part of the property
of the association;
(e) Execute, acknowledge, and deliver a conveyance or other transfer,
contract, or other instrument with respect to any property or other dealings;
(f) Locate offices, conduct business, have dealings, and carry on other
activities, including the holding of property, and otherwise exercise the authority
pursuant to this article and the bylaws, whether within or without this state; and
(g) Appoint, compensate, and define the duties and authority, including any
authority conferred upon a manager by this subsection (2) or by the bylaws, of
agents of the association and delegate such authority to officers and direct the
performance of duties and the exercise of authority by the agents and officers.
(3) Provisions of the bylaws may eliminate, limit, and otherwise restrict the
application of all or any portion of subsection (4) of this section; except that such
provisions of the bylaws shall not take effect until stated in the articles of
association. The provisions stated shall only have prospective effect.
(4) Except as otherwise provided in subsection (3) of this section:
(a) As used in this subsection (4), the term instrument:
(I) Includes any contract, conveyance, transfer, mortgage, pledge,
encumbrance, note, endorsement, or other writing and any authentication of
records; designation or authorization of or delegation to any officer, manager, or
agent; acknowledgment; or other statement or representation of any fact; and
(II) Implies the requirement of a writing and excludes anything that is not in
writing.
(b) Every manager is an agent of the association for the purpose of its
business, and the act of every manager, including the signing in the domestic entity
name of any instrument for apparently carrying on in the usual way the business of
the association of which the manager is a manager, binds the association, unless
the manager so acting has in fact no authority to act for the association in the
particular matter and the person with whom the manager is dealing has knowledge
of the fact that the manager has no such authority.
(c) Except as otherwise provided in paragraph (d) of this subsection (4), an
act of a manager which is not apparently for carrying on the business of the
association in the usual way does not bind the association.
(d) No instrument signed by the chairperson, any manager or vice-chairperson, and by the secretary or any assistant secretary nor the delivery of any
such instrument shall be invalidated as to the association by any lack of authority of
any officer or manager of the association signing or delivering the instrument, if:
(I) The instrument is in the domestic entity name of the association and
signed or entered into with or issued or delivered to a person or the instrument
evidences, authorizes, or facilitates a transaction on behalf of the association with a
person; and
(II) The person gives value for the instrument or in the transaction and the
person is without knowledge that the officer or manager did not have authority to
so act or was acting in contravention of a restriction on such authority.
(5) No act of a manager who in fact has no authority to act for the
association in a particular matter shall bind the association to persons having
knowledge of the fact that the manager does not have such authority. No act of a
manager in contravention of a restriction on authority shall bind the association to
persons having knowledge of the restriction.
(6) An interest in the association may be issued or redeemed only as
authorized in writing by all of the members.
(7) Subsections (2) and (6) of this section are default rules, subject to the
bylaws.