2006 Minnesota Statutes

322B.606 BOARD OF GOVERNORS.
    Subdivision 1. Board of governors to manage. The business and affairs of a limited liability
company is to be managed by or under the direction of a board of governors, subject to the
provisions of subdivision 2 and section 322B.37. The first board of governors may be named in
the articles of organization or a member control agreement or elected by the organizers pursuant
to section 322B.60 or by the members.
    Subd. 2. Member management. The owners of the membership interests entitled to vote for
governors of the limited liability company may, by unanimous affirmative vote, take any action
that this chapter requires or permits the board of governors to take. As to an action taken by the
members in that manner:
(1) the governors have no duties, liabilities, or responsibilities as governors under this
chapter with respect to or arising from the action;
(2) the members collectively and individually have all of the duties, liabilities, and
responsibilities of governors under this chapter with respect to and arising from the action;
(3) if the action relates to a matter required or permitted by this chapter or by any other law
to be approved or adopted by the board of governors, either with or without approval or adoption
by the members, the action is considered to have been approved or adopted by the board of
governors; and
(4) a requirement that an instrument filed with a governmental agency contain a statement
that the action has been approved and adopted by the board of governors is satisfied by a statement
that the members have taken the action under this subdivision.
History: 1992 c 517 art 2 s 65; 1999 c 85 art 2 s 58