(a) Except as provided in (b) and (c) of this section, and except for a fraud on the company committed by or with the consent of the member who has the knowledge or receives the notice, the following operate as notice to or knowledge of a limited liability company:
(1) notice given to a company member of a matter relating to the affairs of the company;
(2) the knowledge of a company member acting in the particular matter, whether acquired while a member or known at the time of becoming a member; and
(3) the knowledge of a company member who reasonably could and should have communicated the knowledge to a member acting in the particular matter.
(b) If the company is managed by a manager, the following operate as notice to or knowledge of a limited liability company, except for a fraud on the company committed by or with the consent of the manager who has the knowledge or receives the notice:
(1) notice given to a manager of a matter relating to the affairs of the limited liability company;
(2) the knowledge of the manager acting in the particular matter, acquired while a manager or known at the time of becoming a manager; and
(3) the knowledge of a company manager who reasonably could and should have communicated the knowledge to the manager acting in the particular matter.
(c) If the company is managed by a manager, notice to, or the knowledge of, a member of a limited liability company while the member is acting solely in the capacity of a member does not operate as notice to or knowledge of the company.
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