Ohio Code 1706.30 – Direction and oversight of a limited liability company
(A)(1) The activities and affairs of the limited liability company shall be under the direction, and subject to the oversight, of its members.
Terms Used In Ohio Code 1706.30
- Member: means a person that has been admitted as a member of a limited liability company under section 1706. See Ohio Code 1706.01
- Operating agreement: includes any amendments to the operating agreement. See Ohio Code 1706.01
- Oversight: Committee review of the activities of a Federal agency or program.
- Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in written or paper form through an automated process. See Ohio Code 1706.01
- State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Ohio Code 1706.01
- Statute: A law passed by a legislature.
- United States: includes all the states. See Ohio Code 1.59
(2) The activities and affairs of a series shall be under the direction, and subject to the oversight, of the members associated with the series.
(3) Division (A)(1) of this section shall not apply to the activities and affairs of a series.
(B)(1) Except as provided in division (C) of this section, a matter in the ordinary course of activities of the limited liability company may be decided by a majority of the members.
(2) Except as provided in division (C) of this section, a matter in the ordinary course of activities of a series may be decided by a majority of the members associated with the series.
(3) Division (B)(1) of this section shall not apply to matters of a series.
(C)(1) The consent of all members is required to do any of the following:
(a) Amend the operating agreement;
(b) File a petition of the limited liability company for relief under Title 11 of the United States Code, or a successor statute of general application, or a comparable federal, state, or foreign law governing insolvency;
(c) Undertake any act outside the ordinary course of the limited liability company’s activities;
(d) Undertake, authorize, or approve any other act or matter for which this chapter requires the consent of all members.
(2) The consent of all members associated with a series is required to do either of the following:
(a) Undertake any act outside the ordinary course of the series’ activities;
(b) Undertake, authorize, or approve any other act or matter for which this chapter requires the consent of all the members associated with a series.
(D) Any matter requiring the consent of members may be decided without a meeting, and a member may appoint a proxy or other agent to consent or otherwise act for the member by signing an appointing record, personally or by the member’s agent.
(E) This chapter does not entitle a member to remuneration for services performed for a limited liability company.