(a) A limited liability company is a member-managed limited liability company unless the operating agreement:
         (1) expressly provides that:

Terms Used In Illinois Compiled Statutes 805 ILCS 180/15-1

  • 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.
  • 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.
  • 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
  • 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.

             (A) the company is or will be manager-managed;
             (B) the company is or will be managed by
        
managers; or
            (C) management of the company is or will be
        
vested in managers; or
        (2) includes words of similar import.
     (b) 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 (d) of
    
this Section, any matter relating to the business of the company may be decided by a majority of the members.
    (c) 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 (d) 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.
    (d) 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 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) the consent of members to convert, merge with
    
another entity or domesticate under Article 37 or the Entity Omnibus Act; and
        (10) the sale, lease, exchange, or other disposal of
    
all, or substantially all, of the company’s property with or without goodwill.
    (e) Action requiring the consent of members or managers under this Act may be taken without a meeting.
     (f) 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.
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