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(805 ILCS 180/15-1)
Sec. 15-1. 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 |
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(C) management of the company is or will be
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(2) includes words of similar import.
(b) In a member-managed company:
(1) each member has equal rights in the management
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| and conduct of the company's business; and
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(2) except as otherwise provided in subsection (d) of
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| this Section, any matter relating to the business of the company may be decided by a majority of the members.
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(c) In a manager-managed company:
(1) each manager has equal rights in the management
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| and conduct of the company's business;
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(2) except as otherwise provided in subsection (d) of
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| this Section, any matter relating to the business of the company may be exclusively decided by the manager or, if there is more than one manager, by a majority of the managers; and
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(3) a manager:
(A) must be designated, appointed, elected,
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| removed, or replaced by a vote, approval, or consent of a majority of the members; and
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(B) holds office until a successor has been
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| elected and qualified, unless the manager sooner resigns or is removed.
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(d) The only matters of a member or manager-managed company's business
requiring the consent of all of the members are the following:
(1) the amendment of the operating agreement under
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(2) an amendment to the articles of organization
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(3) the compromise of an obligation to make a
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| contribution under Section 20-5;
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(4) the compromise, as among members, of an
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| obligation of a member to make a contribution or return money or other property paid or distributed in violation of this Act;
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(5) the redemption of an interest;
(6) the admission of a new member;
(7) the use of the company's property to redeem an
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| interest subject to a charging order;
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(8) the consent to dissolve the company under
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| subdivision (2) of subsection (a) of Section 35-1;
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(9) the consent of members to convert, merge with
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| another entity or domesticate under Article 37 or the Entity Omnibus Act; and
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(10) the sale, lease, exchange, or other disposal of
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| all, or substantially all, of the company's property with or without goodwill.
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(e) Action requiring the consent of members or managers under this Act may
be taken without a meeting.
(f) 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 or manager's attorney-in-fact.
(Source: P.A. 99-637, eff. 7-1-17; 100-561, eff. 7-1-18 .)
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