                                 CODE OF VIRGINIA

MANAGEMENT OF LIMITED LIABILITY COMPANY (§ 13.1-1022)

A. Except to the extent that the articles of organization or an operating
agreement provides in writing for management of a limited liability company by a
manager or managers, management of a limited liability company shall be vested
in its members.

B. Unless otherwise provided in this chapter, in the articles of organization,
or in an operating agreement, the members of a limited liability company shall
vote in proportion to their contributions to the limited liability company, as
adjusted from time to time, and a majority vote of the members of a limited
liability company shall consist of the vote or other approval of members having
a majority share of the voting power of all members.

C. Unless otherwise provided in this chapter, in the articles of organization,
or in an operating agreement, any action required or permitted to be taken by
the members of a limited liability company may be taken upon a majority vote of
the members.

D. Unless otherwise provided in the articles of organization or an operating
agreement, the members of a limited liability company have the power and
authority to delegate to one or more other persons the members&#8217; rights and
powers to manage and control the business and affairs of the limited liability
company, including to delegate to agents, officers and employees of a member or
manager of the limited liability company, and to delegate by a management
agreement or other agreement with, or otherwise to, other persons. Such persons
may be denominated as officers of the limited liability company without being
deemed to have the status of a manager, unless designated as a manager in the
articles of organization or an operating agreement.

E. Unless otherwise provided in the articles of organization or an operating
agreement, the members of a limited liability company may take action permitted
or required to be taken by the members without a meeting, without prior notice
and without a vote if a consent or consents in writing, setting forth the action
so taken, shall be signed by members having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting. A
consent transmitted by a member by electronic transmission shall be deemed to be
signed for the purposes of this section. Unless otherwise provided in the
articles of organization or an operating agreement, on any matter that is to be
voted on by members, the members may vote in person or by proxy.

F. The articles of organization or an operating agreement may provide for
classes or groups of members having such relative rights, powers, and duties as
the articles of organization or an operating agreement may provide, and may make
provision for the future creation in the manner provided in the articles of
organization or an operating agreement of additional classes or groups of
members having such relative rights, powers, and duties as may from time to time
be established, including rights, powers, and duties senior to existing classes
and groups of members.

G. The articles of organization, an operating agreement, or a plan of merger may
provide that dissenters&#8217; rights with respect to a membership interest
shall be available for any class or group of members in connection with any
amendment of an operating agreement, any merger in which the limited liability
company is a party, any conversion of the limited liability company to another
business form, any transfer to or domestication in any other jurisdiction by the
limited liability company, or the sale of all or substantially all of the
limited liability company&#8217;s assets.

HISTORY: 1991, c. 168; 1992, c. 574; 1995, c. 168; 1998, c. 432; 2002, c. 288;
2004, c. 601; 2005, c. 255.