The Vermont Statutes Online

Title 11 : Corporations, Partnerships and Associations

Chapter 025 : Limited Liability Companies

Subchapter 004 : Relations of Members to Each Other and to Limited Liability Company

• § 4054. Management of limited liability company

  (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:

  (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; and

  (3) except as otherwise provided in subsection (d) of this section, any matter relating to the activities of the company may be decided by a majority of the members.

  (c) In a manager-managed limited liability company:

  (1) Except as otherwise provided in subsection (d) of this section, the managers have the exclusive authority to manage and conduct the company’s activities.

  (2) Each manager has equal rights in the management and conduct of the company’s activities.

  (3) Except as specified in subsection (d) of this section, any matter relating to the activities of the company may be exclusively decided by the manager or, if there is more than one manager, by a majority of the managers.

  (4)(A) A manager may be chosen at any time by the affirmative vote or 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.

  (B) A manager may be removed at any time by the affirmative vote or consent of a majority of the members without notice or cause.

  (5)(A) 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.

  (B) 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.

  (6) 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) Except as provided in the operating agreement, the affirmative vote or consent of all the members is required to:

  (1) amend the operating agreement of a limited liability company;

  (2) amend the articles of organization under section 4024 of this title;

  (3) compromise an obligation to make a contribution under section 4053 of this title;

  (4) compromise, as among members, an obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter;

  (5) make interim distributions under subsection 4055(a) of this title;

  (6) admit a new member;

  (7) use the company’s property to redeem an interest subject to a charging order;

  (8) waive the right to have the company’s business wound up and the company terminated under subsection 4102(b) of this title; and

  (9) sell, lease, exchange or otherwise dispose of all, or substantially all, of the company’s property with or without goodwill.

  (e)(1) A member or manager may appoint a proxy to vote or otherwise act for the member or manager by signing an appointment instrument, either personally or by the member’s or manager’s attorney-in-fact.

  (2) An appointment of a proxy is valid for 11 months unless a different time is specified in the appointment instrument.

  (3) An appointment is revocable by the member or manager unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest, in which case the appointment is revoked when the coupled interest is extinguished.

  (f)(1) An action requiring the affirmative vote or consent of members under this title may be taken without a meeting if the action is approved in a consent by members having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all members entitled to vote thereon were present and voted.

  (2) 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.

  (g)(1) An action that may be taken at a meeting of the managers may be taken without a meeting if the action is approved by consent of all managers entitled to vote on the action.

  (2) The action must be evidenced by one or more consents reflected in a record describing the action taken and signed by all managers entitled to vote on the action.

  (h) 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.

  (i) This chapter 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. (Added 2015, No. 17, § 2.)