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Terms Used In Vermont Statutes Title 11 Sec. 4131

  • 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 subsection 4054(c) of this title. See
  • Member: means a person that has become a member of a limited liability company under section 4051 of this title and has not dissociated under section 4081 of this title. See
  • Operating agreement: means any form of description of membership rights and obligations under section 4003 of this title, stored or depicted in any tangible or electronic medium, which is agreed to by the members, including amendments to the agreement. See

§ 4131. Direct action by member

(a) Subject to subsection (b) of this section, a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member’s rights and protect the member’s interests, including rights and interests under the operating agreement, under this title, or arising independently of the membership relationship.

(b) A member who maintains a direct action under this section must prove an actual or threatened injury to the member that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company. (Added 2015, No. 17, § 2.)