§ 23-18-4-1 — Authority of members or managers

(a) Unless the articles of organization provide
for a manager or managers, management of the business or affairs of
the limited liability company is vested in the members. Subject to any
provisions in the operating agreement or this article restricting or
enlarging the management rights and duties of any person or group or
class of persons, the members have the right and authority to manage
the affairs and make all decisions of the limited liability company.
(b) If the articles of organization provide for a manager or managers,
except to the extent that the operating agreement reserves the authority
to any members or class or group of members, the manager or
managers have the authority to manage the business or affairs of the
limited liability company. Unless otherwise provided in a written
operating agreement, a manager or managers:
(1) must be designated, appointed, elected, removed, or replaced
by a vote, approval, or consent of a majority in interest of the
members;
(2) do not need to be members of the limited liability company or
natural persons; and
(3) unless they have been earlier removed or have earlier
resigned, shall act as managers until their successors have been
elected and qualified.

Legislative History

As added by P.L.8-1993, SEC.301.