§ 17-29-407 — Management of limited liability company

(a) A limited liability company is a member-managed
limited liability company unless the articles of organization or
the operating agreement:
(i) 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
(ii) Includes words of similar import.
(b) In a member-managed limited liability company, unless
the articles of organization or the operating agreement provide
otherwise, the following rules apply:
(i) The management and conduct of the company are
vested in the members;
(ii) Each member has equal rights in the management
and conduct of the company's activities except:
(A) When a member's interest is otherwise
defined in W.S. 17-29-102(a)(xxv);
(B) To the extent otherwise provided in any
other provision in this chapter; or
(C) To the extent otherwise represented by the
company through an authorized representative in tax filings with
the Internal Revenue Service in which the status elected by the
company is not timely disputed by any member.
(iii) 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;
(iv) An act outside the ordinary course of the
activities of the company may be undertaken only with the
consent of all members;
(v) The operating agreement may be amended only with
the consent of all members.
(c) In a manager-managed limited liability company, unless
the articles of organization or the operating agreement provide
otherwise, the following rules apply:
(i) Except as otherwise expressly provided in this
chapter, any matter relating to the activities of the company is
decided exclusively by the managers;
(ii) Each manager has equal rights in the management
and conduct of the activities of the company;
(iii) 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;
(iv) 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 good will, outside the ordinary course of the
company's activities;
(B) Approve a merger, conversion, continuance,
transfer or domestication under article 10 of this chapter;
(C) Undertake any other act outside the ordinary
course of the company's activities; and
(D) Amend the operating agreement.
(v) 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;
(vi) 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;
(vii) 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 this
article 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) This article 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.