(1) In a member-managed limited liability company, unless otherwise provided in the articles of organization or any operating agreement:
(a) Each member has equal rights in the management and conduct of the limited liability company’s business; and
(b) Except as otherwise provided in subsection (3) of this section, any matter relating to the business of the limited liability company may be decided by a majority of the members.
(2) In a manager-managed limited liability company, unless otherwise provided in the articles of organization or any operating agreement:
(a) Each manager has equal rights in the management and conduct of the limited liability company’s business;
(b) Except as otherwise provided in subsections (3) and (4) of this section, any matter relating to the business of the limited liability company may be exclusively decided by the manager or, if there is more than one manager, by a majority of the managers; and
(c) 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.
(3) Unless otherwise provided in the articles of organization or any operating agreement, the following matters of a member-managed or a manager-managed limited liability company require the consent of all of the members:
(a) The amendment of the operating agreement or the articles of organization under ORS 63.444;
(b) The compromise, as among the members, of an obligation to make a contribution under ORS 63.180 (4) or to return money or other property paid or distributed in violation of any provision of this chapter; and
(c) The consent to dissolve the limited liability company under ORS 63.621 (3).
(4) Unless otherwise provided in the articles of organization or any operating agreement, the following matters of a member-managed or a manager-managed limited liability company require the consent of a majority of the members:
(a) The making of interim distributions under ORS 63.200, including the redemption of an interest;
(b) The admission of a new member;
(c) The use of the limited liability company’s property to redeem an interest subject to a charging order;
(d) The sale, lease, exchange, mortgage, pledge or other transfer or disposition of all, or substantially all, of the limited liability company’s property, with or without goodwill;
(e) The merger of the limited liability company with any other entity;
(f) The conversion of the limited liability company into any other type of entity;
(g) The incurring of indebtedness by the limited liability company other than in the ordinary course of the business of the limited liability company;
(h) A transaction involving an actual or a potential conflict of interest between a member or a manager and the limited liability company;
(i) A change in the nature of the limited liability company’s business; and
(j) Any other matter specified in the articles of organization or any operating agreement as requiring member approval if no number or percentage of members is otherwise stated.
(5) Unless otherwise provided in the articles of organization or any operating agreement, action requiring the consent of members or managers under this chapter may be taken without a meeting.
(6) Unless otherwise provided in the articles of organization or any operating agreement, 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’s or manager’s attorney-in-fact.
(7) Unless the context clearly requires otherwise, references in this chapter to managers apply both to managers of a manager-managed limited liability company and to members of a member-managed limited liability company. [1993 c.173 §28; 1999 c.86 §4]
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