Virginia Code 13.1-1099.5: Management
A. A protected series may have more than one protected series manager.
Terms Used In Virginia Code 13.1-1099.5
- 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.
- Assignee: means a person to which all or part of a membership interest has been transferred, whether or not the transferor is a member. See Virginia Code 13.1-1002
- Associated member: means , with respect to a protected series, a member that meets the requirements stated in § 13. See Virginia Code 13.1-1088
- Member: means a person that has been admitted to membership in a limited liability company as provided in § 13. See Virginia Code 13.1-1002
- Operating agreement: means an agreement of the members as to the affairs of a limited liability company and the conduct of its business, or a writing or agreement of a limited liability company with one member that satisfies the requirements of subdivision A 2 of § 13. See Virginia Code 13.1-1002
- Person: includes a protected series. See Virginia Code 13.1-1002
- Protected series assignee: includes a person that owns a protected series membership interest as a result of ceasing to be an associated member of a protected series. See Virginia Code 13.1-1088
- Protected series manager: means a person under whose authority the powers of a protected series are exercised and under whose direction the activities and affairs of the protected series are managed pursuant to the operating agreement, this article, and other provisions of this chapter. See Virginia Code 13.1-1088
B. If a protected series has no associated members, the series limited liability company is the protected series manager.
C. Section 13.1-1094 shall be applicable to the determination of any duties of a protected series manager of a protected series of a series limited liability company to:
1. The protected series;
2. Any associated member of the protected series; and
3. Any protected series assignee of the protected series.
D. Solely by reason of being or acting as a protected series manager of a protected series of a series limited liability company, a person owes no duty to:
1. The series limited liability company;
2. Another protected series of the series limited liability company; or
3. Another person in that person’s capacity as:
a. A member of the series limited liability company that is not an associated member of the protected series;
b. A protected series assignee or protected series manager of another protected series; or
c. An assignee of the series limited liability company.
E. An associated member of a protected series of a series limited liability company has the same rights as any other member of the series limited liability company to vote on or consent to an amendment to the series limited liability company’s operating agreement or any other matter being decided by the members, whether or not the amendment or matter affects the interests of the protected series or the associated member.
F. Sections 13.1-1042 through 13.1-1045 apply to a protected series in accordance with § 13.1-1094.
G. An associated member of a protected series is an agent for the protected series with power to bind the protected series to the same extent that a member of a limited liability company is under subdivision A 1 of § 13.1-1021.1 an agent for the series limited liability company with statutory power to bind the company.
2019, c. 636.