Oregon Statutes 63.130 – Rights of members and managers; matters requiring consent of all or majority of members
(1) In a member-managed limited liability company, unless otherwise provided in the articles of organization or any operating agreement:
Terms Used In Oregon Statutes 63.130
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of organization: means the document described in ORS § 63. See Oregon Statutes 63.001
- Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
- Contribution: means anything of value that a person contributes to the limited liability company as a prerequisite for or in connection with membership including cash, property or services rendered or a promissory note or other binding obligation to contribute cash or property or to perform services. See Oregon Statutes 63.001
- Entity: means a domestic or foreign limited liability company, corporation, professional corporation, foreign corporation, domestic or foreign nonprofit corporation, domestic or foreign cooperative corporation, profit or nonprofit unincorporated association, business trust, domestic or foreign general or limited partnership, two or more persons that have a joint or common economic interest, any state, the United States, a federally recognized Native American or American Indian tribal government or any foreign government. See Oregon Statutes 63.001
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- Manager: means a person, not necessarily a member, that the members of a manager-managed limited liability company designate to manage the limited liability company's business and affairs. See Oregon Statutes 63.001
- Manager-managed limited liability company: means a limited liability company that is designated as a manager-managed limited liability company in the limited liability company's articles of organization or the articles of organization of which otherwise expressly provide that a manager will manage the limited liability company. See Oregon Statutes 63.001
- Member: means a person with both an ownership interest in a limited liability company and all the rights and obligations of a member specified under this chapter. See Oregon Statutes 63.001
- Member-managed limited liability company: means a limited liability company other than a manager-managed limited liability company. See Oregon Statutes 63.001
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Operating agreement: means any valid agreement, written or oral, of the member or members as to the affairs of a limited liability company and the conduct of the limited liability company's business. See Oregon Statutes 63.001
(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]
[1993 c.173 § 29; repealed by 1999 c.86 § 23]