Iowa Code 489.14304 – Management
Current as of: 2023 | Check for updates
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1. A protected series may have more than one protected-series manager.
Terms Used In Iowa Code 489.14304
- 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.
- Associated member: means a member that meets the requirements of section 489. See Iowa Code 489.14102
- following: when used by way of reference to a chapter or other part of a statute mean the next preceding or next following chapter or other part. See Iowa Code 4.1
- Manager: means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in section 489. See Iowa Code 489.102
- Member: means a person that has become a member of a limited liability company under section 489. See Iowa Code 489.102
- Operating agreement: means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in section 489. See Iowa Code 489.102
- Person: means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Iowa Code 489.102
- 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 under the operating agreement, this article, and this chapter. See Iowa Code 489.14102
- Protected-series transferee: means a person to which all or part of a protected-series transferable interest of a protected series of a series limited liability company has been transferred, other than the company. See Iowa Code 489.14102
- Transferee: means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. See Iowa Code 489.102
2. If a protected series has no associated members, the series limited liability company is the protected-series manager.
3. Section 489.14108 applies to determine any duties of a protected-series manager of a protected series of a series limited liability company to all of the following:
a. The protected series.
b. Any associated member of the protected series.
c. Any protected-series transferee of the protected series.
4. 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 any of the following:
a. The company.
b. Another protected series of the company.
c. Another person in that person’s capacity as any of the following:
(1) A member of the company which is not an associated member of the protected series.
(2) A protected-series transferee or protected-series manager of another protected series.
(3) A transferee of the company.
5. An associated member of a protected series of a series limited liability company has the same rights as any other member of the company to vote on or consent to an amendment to the 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.
6. Article 9 applies to a protected series in accordance with section 489.14108.