§ 21-136 — Management of limited liability company

(RULLCA 407) (a) A limited
liability company is a member-managed limited liability company unless the
operating agreement:
(1) expressly provides
that:
(A)
the company is or will be manager-managed;
(B) the company is or will be managed by managers;
or
(C)
management of the company is or will be vested in managers; or
(2) includes words of
similar import.
(b)
In a member-managed limited liability company, the following rules apply:
(1) The management and
conduct of the company are vested in the members.
(2) Each member has equal rights
in the management and conduct of the company's activities.
(3) A difference arising
among members as to a matter in the ordinary course of the activities of the
company may be decided by a majority of the members.
(4) An act outside the ordinary
course of the activities of the company may be undertaken only with the consent
of all members.
(5)
The operating agreement may be amended only with the consent of all members.
(c) In a manager-managed
limited liability company, the following rules apply:
(1) Except as otherwise expressly
provided in the Nebraska Uniform Limited Liability Company Act, any matter
relating to the activities of the company is decided exclusively by the managers.
(2) Each manager has
equal rights in the management and conduct of the activities of the company.
(3) A difference arising
among managers as to a matter in the ordinary course of the activities of
the company may be decided by a majority of the managers.
(4) The consent of all
members is required to:
(A)
sell, lease, exchange, or otherwise dispose of all, or substantially all,
of the company's property, with or without the goodwill, outside the ordinary
course of the company's activities;
(B) approve a merger, conversion, or domestication
under sections 21-170 to 21-184 ;
(C) undertake any other act outside the ordinary course
of the company's activities; and
(D) amend the operating agreement.
(5) A manager may be
chosen at any time by the consent of a majority of the members and remains
a manager until a successor has been chosen, unless the manager at an earlier
time resigns, is removed, or dies, or, in the case of a manager that is not
an individual, terminates. A manager may be removed at any time by the consent
of a majority of the members without notice or cause.
(6) A person need not be a member
to be a manager, but the dissociation of a member that is also a manager removes
the person as a manager. If a person that is both a manager and a member ceases
to be a manager, that cessation does not by itself dissociate the person as
a member.
(7)
A person's ceasing to be a manager does not discharge any debt, obligation,
or other liability to the limited liability company or members which the person
incurred while a manager.
(d)
An action requiring the consent of members under the Nebraska Uniform Limited
Liability Company Act may be taken without a meeting, and a member may appoint
a proxy or other agent to consent or otherwise act for the member by signing
an appointing record, personally or by the member's agent.
(e) The dissolution of
a limited liability company does not affect the applicability of this section.
However, a person that wrongfully causes dissolution of the company loses
the right to participate in management as a member and a manager.
(f) The Nebraska Uniform
Limited Liability Company Act does not entitle a member to remuneration for
services performed for a member-managed limited liability company, except
for reasonable compensation for services rendered in winding up the activities
of the company.

Legislative History

Source: Laws 2010, LB888, § 36.