2004 Minnesota Statutes

     322B.66 Committees. 

    Subdivision 1.    Generally.  A resolution approved by 
 the affirmative vote of a majority of the board of governors may 
 establish committees having the authority of the board in the 
 management of the business of the limited liability company only 
 to the extent provided in the resolution.  Committees may 
 include a special litigation committee consisting of one or more 
 independent governors or other independent persons to consider 
 legal rights or remedies of the limited liability company and 
 whether those rights and remedies should be pursued.  Committees 
 other than special litigation committees are subject at all 
 times to the direction and control of the board of governors.  

    Subd. 2.    Membership.  Committee members must be 
 natural persons.  Unless the articles, or a member control 
 agreement, or bylaws provide for a different membership or 
 manner of appointment, a committee consists of one or more 
 persons, who need not be governors, appointed by affirmative 
 vote of a majority of the governors present. 

    Subd. 3.    Procedure.  Sections 322B.643 to 322B.656 
 apply to committees and members of committees to the same extent 
 as those sections apply to the board of governors and governors. 

    Subd. 4.    Minutes.  Minutes, if any, of committee 
 meetings must be made available upon request to members of the 
 committee and to any governor.  

    Subd. 5.    Standard of conduct.  The establishment of, 
 delegation of authority to, and action by a committee does not 
 alone constitute compliance by a governor with the standard of 
 conduct set forth in section 322B.663.  

    Subd. 6.    Committee members considered governors.  
 Committee members are considered to be governors for purposes of 
 sections 322B.663, 322B.666, and 322B.699.  

    HIST: 1992 c 517 art 2 s 81; 1999 c 85 art 2 s 75,96