1997 Minnesota Statutes

     322B.37 Member control agreements. 

    Subdivision 1.    Authorization and scope.  A written 
 agreement among persons who are then members, including a sole 
 member, or who have signed contribution agreements, relating to 
 the control of any phase of the business and affairs of the 
 limited liability company, its liquidation, dissolution and 
 termination, or the relations among members or persons who have 
 signed contribution agreements is valid as provided in 
 subdivision 2.  Wherever this chapter provides that a particular 
 result may or must be obtained through a provision in the 
 articles of organization (other than a provision required by 
 section 322B.115, subdivision 1, to be contained in the 
 articles) or in the operating agreement, the same result can be 
 accomplished through a member control agreement valid under this 
 section or through a procedure established by a member control 
 agreement valid under this section.  A member control agreement 
 may waive, in whole or in part, a member's dissenting rights 
 under sections 322B.383 and 322B.386, but may not waive 
 dissenters' rights under section 322B.873, subdivision 2, clause 
 (1).  

    Subd. 2.    Method of approval.  A written agreement 
 among persons described in subdivision 1 that relates to the 
 control of or the liquidation, dissolution and termination of 
 the limited liability company, the relations among them, or any 
 phase of the business and affairs of the limited liability 
 company, including, without limitation, the management of its 
 business, the declaration and payment of distributions, the 
 sharing of profits and losses, the election of governors or 
 managers, the employment of members by the limited liability 
 company, or the arbitration of disputes, is valid, if the 
 agreement is signed by all persons who are then the members of 
 the limited liability company, whether or not the members all 
 have voting power, and all those who have signed contribution 
 agreements, regardless of whether those signatories will, when 
 members, have voting power.  An agreement authorized under this 
 section may allocate to the members authority ordinarily 
 exercised by the board of governors, allocate to the board of 
 governors authority ordinarily exercised by the members, or 
 structure the governance of the limited liability company in any 
 agreed fashion.  

    Subd. 3.    Enforceability and copies.  (a) An agreement 
 valid under subdivisions 1 and 2 is enforceable by persons who 
 are parties to it and is binding upon and enforceable against 
 only those persons and other persons having knowledge of the 
 existence of the agreement.  A copy of the agreement must be 
 filed with the limited liability company.  The limited liability 
 company shall note in its required records that the members' 
 interests are governed by a member control agreement entered 
 into under this section.  

    (b) A member control agreement valid under subdivisions 1 
 and 2 is specifically enforceable. 

    (c) A member control agreement may waive dissenters' 
 rights, subject to section 322B.873, subdivision 3.  

    (d) A member or any assignee of financial rights has the 
 right upon written demand to obtain a copy of any member control 
 agreement from the limited liability company at the company's 
 expense.  

    Subd. 4.    Liability.  If an agreement authorized under 
 this section takes away from any person any of the authority and 
 responsibility which that person would otherwise possess under 
 this chapter, the effect of the agreement is also to relieve 
 that person of liability imposed by law for acts and omissions 
 in the possession or exercise of that authority and 
 responsibility and to impose that liability on the person or 
 persons possessing the authority and responsibility under the 
 agreement. 

    Subd. 5.    Other agreements.  This section does not 
 apply to, limit, or restrict agreements otherwise valid, nor is 
 the procedure set forth in this section the exclusive method of 
 agreement among members or between the members and the limited 
 liability company with respect to any of the matters described.  

    HIST: 1992 c 517 art 2 s 46; 1997 c 10 art 2 s 5,6