(805 ILCS 180/15-1)
Sec. 15-1. Management of limited liability company.
(a) In a member-managed company:
(1) each member has equal rights in the management
and conduct of the company's business; and
(2) except as otherwise provided in subsection (c) of
this Section, any matter relating to the business of the company may be decided by a majority of the members.
(b) In a manager-managed company:
(1) each manager has equal rights in the management
and conduct of the company's business;
(2) except as otherwise provided in subsection (c) of
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
(3) a manager:
(A) must be designated, appointed, elected,
removed, or replaced by a vote, approval, or consent of a majority of the members; and
(B) holds office until a successor has been
elected and qualified, unless the manager sooner resigns or is removed.
(c) 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
Section 15-5;
(2) an amendment to the articles of organization
under Article 5;
(3) the compromise of an obligation to make a
contribution under Section 20-5;
(4) the compromise, as among members, of an
obligation of a member to make a contribution or return money or other property paid or distributed in violation of this Act;
(5) the making of interim distributions under
subsection (a) of Section 25-1, including the redemption of an interest;
(6) the admission of a new member;
(7) the use of the company's property to redeem an
interest subject to a charging order;
(8) the consent to dissolve the company under
subdivision (2) of subsection (a) of Section 35-1;
(9) a waiver of the right to have the company's
business wound up and the company terminated under Section 35-3;
(10) the consent of members to merge with another
entity under Section 37-20; and
(11) the sale, lease, exchange, or other disposal of
all, or substantially all, of the company's property with or without goodwill.
(d) Action requiring the consent of members or managers under this Act may be taken without a meeting.
(e) 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. 90-424, eff. 1-1-98.)
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Last modified: February 18, 2015