Kansas Statutes 17-7672. Interpretation and enforcement of operating agreement
Terms Used In Kansas Statutes 17-7672
- Articles of organization: means the articles of organization referred to in Kan. See Kansas Statutes 17-7663
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Manager: means a person who is named as a manager of a limited liability company in, or designated as a manager of a limited liability company pursuant to, an operating agreement or similar instrument under which the limited liability company is formed. See Kansas Statutes 17-7663
- Member: means a person who is admitted to a limited liability company as a member as provided in Kan. See Kansas Statutes 17-7663
- Operating agreement: means any agreement, whether referred to as an operating agreement, limited liability company agreement or otherwise, written, oral, or implied, of the member or members as to the affairs of a limited liability company and the conduct of its business. See Kansas Statutes 17-7663
- Person: means a natural person, partnership, whether general or limited, limited liability company, trust, including a common law trust, business trust, statutory trust, voting trust or any other form of trust, estate, association, including any group, organization, co-tenancy, plan, board, council or committee, corporation, government, including a country, state, county or any other governmental subdivision, agency or instrumentality, custodian, nominee or any other individual or entity, or series thereof, in its own or any representative capacity, in each case, whether domestic or foreign. See Kansas Statutes 17-7663
(a) Any action to interpret, apply or enforce the provisions of an operating agreement, or the duties, obligations or liabilities of a limited liability company to the members or managers of the limited liability company, or the duties, obligations or liabilities among members or managers and of members or managers to the limited liability company, or the rights or powers of, or restrictions on, the limited liability company, members or managers, or any provision of this act, or any other instrument, document, agreement, articles of organization or certificate contemplated by any provision of this act, may be brought in the district court.
(b) As used in this section, the term “manager” refers to a person:
(1) Who is a manager as defined in subsection (i) of Kan. Stat. Ann. § 17-7663, and amendments thereto; and
(2) whether or not a member of a limited liability company, who, although not a manager as defined in subsection (i) of Kan. Stat. Ann. § 17-7663, and amendments thereto, participates materially in the management of the limited liability company, except that the power to elect or otherwise select or to participate in the election or selection of a person to be a manager as defined in subsection (i) of Kan. Stat. Ann. § 17-7663, and amendments thereto, shall not, by itself, constitute participation in the management of the limited liability company.