§ 7-80-102 — Definitions

As used in this article, unless the context otherwise
requires:

(1) Articles of organization means the articles of organization filed in the
records of the secretary of state for the purpose of forming a limited liability
company as specified in sections 7-80-203 and 7-80-204. Articles of organization
includes amended articles of organization, restated articles of organization,
statements of merger, and other instruments, however designated, on file in the
records of the secretary of state that have the effect of amending or
supplementing, in some respect, the original or amended articles of organization.

(2) Bankrupt means bankrupt or a debtor under the federal bankruptcy
code of 1978, title 11 of the United States Code, as amended, or an insolvent under
any state insolvency act.

(3) Business means any lawful activity, including ownership of real or
personal property, whether or not engaged in for profit.

(4) Contribution means anything of value that a person contributes to a
limited liability company to become a member in the limited liability company or in
the capacity of a member in the limited liability company, including cash, property,
or services rendered or a promissory note or other binding obligation to contribute
cash or property or to perform services.

(5) Court includes every court and judge having jurisdiction in a case.

(6) and (6.5) (Deleted by amendment, L. 2003, p. 2263, � 174, effective July 1,
2004.)

(7) Limited liability company or company means a limited liability
company formed under this article.

(7.5) and (7.6) (Deleted by amendment, L. 2003, p. 2263, � 174, effective July
1, 2004.)

(8) Manager means a person designated as a manager of a limited liability
company to manage the company pursuant to section 7-80-402.

(9) Member means a person with an ownership interest in a limited liability
company with the rights and obligations specified under this article. In the case of a
limited liability company with only one member, members and all of the
members refers to such one member.

(10) Membership interest means a member's share of the profits and losses
of a limited liability company and the right to receive distributions of such
company's assets.

(11) (a) Operating agreement means any agreement of all of the members
as to the affairs of a limited liability company and the conduct of its business.
Except as otherwise provided in this article or as otherwise required by a written
operating agreement, the operating agreement need not be in writing. An operating
agreement may contain any provisions required or permitted by section 7-80-108
(1). An operating agreement includes any amendments to the operating agreement.

(b) In the case of a limited liability company with only one member,
operating agreement includes:

(I) Any writing, without regard to whether such writing otherwise constitutes
an agreement, as to such company's affairs and the conduct of the limited liability
company's business signed by the sole member;

(II) Any written agreement between the member and the company as to the
limited liability company's affairs and the conduct of the limited liability company's
business; or

(III) Any agreement, whether or not the agreement is in writing, between the
member and the limited liability company as to a limited liability company's affairs
and the conduct of its business if the limited liability company is managed by a
manager who is a person other than the member.

(12) to (16) (Deleted by amendment, L. 2003, p. 2263, � 174, effective July 1,
2004.)

Legislative History

Source: L. 90: Entire article added, p. 414, � 1, effective April 18. L. 94: (3), (7), and (11) amended and (6.5), (7.5), (7.6), (14), (15), and (16) added, p. 709, � 1, effective July 1. L. 95: (7.6), (11), and (13) amended, p. 805, � 21, effective May 24. L. 97: (8), (9), and (11) amended and (14.5) added, p. 1502, � 11, effective June 3; (13) amended, p. 917, � 8, effective January 1, 1998. L. 2002: (1) amended, p. 1832, � 70, effective July 1; (1) amended, p. 1697, � 68, effective October 1. L. 2003: (1), (6) to (7.6), and (12) to (16) amended, p. 2263, � 174, effective July 1, 2004. L. 2004: (11)(a) amended, p. 936, � 1, effective July 1. L. 2006: (1), (4), and (8) amended, p. 854, � 18, effective July 1. L. 2016: (4) amended, (HB 16-1329), ch. 242, p. 988, � 1, effective August 10.