                                 CODE OF VIRGINIA

MANAGEMENT OF A LIMITED LIABILITY COMPANY BY A MANAGER OR MANAGERS (§
13.1-1024)

A. The articles of organization or an operating agreement of a limited liability
company may delegate full or partial responsibility for managing a limited
liability company to or among one or more managers.

B. Managers need not be residents of this Commonwealth or members of the limited
liability company unless the articles of organization or an operating agreement
so require. The articles of organization or an operating agreement may prescribe
other qualifications for managers.

C. The number of managers shall be fixed by or in the manner provided in the
articles of organization or an operating agreement. The number of managers may
be increased or decreased by amendment to, or in the manner provided in, the
articles of organization or an operating agreement.

D. Unless otherwise provided in the articles of organization or an operating
agreement, managers shall be elected by the members.

E. Unless otherwise provided in the articles of organization or an operating
agreement, any vacancy occurring in the office of manager shall be filled by a
majority vote of the members.

F. All managers or any lesser number may be removed in the manner provided in
the articles of organization or an operating agreement. If the articles of
organization or an operating agreement does not provide for the removal of
managers, then all managers or any lesser number may be removed with or without
cause by a majority vote of the members.

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

H. Unless otherwise provided in the articles of organization or an operating
agreement, a manager of a limited liability company has the power and authority
to delegate to one or more other persons the manager&#8217;s 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
another 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. Unless otherwise provided in the
articles of organization or an operating agreement, such delegation by a manager
of a limited liability company shall not cause the manager to cease to be a
manager of the limited liability company.

I. Unless otherwise provided in the articles of organization or an operating
agreement, the managers of a limited liability company may take any action
permitted or required to be taken by the managers 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 managers 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 manager 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 managers, the managers may vote in person or by
proxy, and any such proxy may be granted in writing, by means of electronic
transmission or as otherwise permitted by applicable law.

J. The articles of organization or an operating agreement may provide for
classes or groups of managers 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
managers 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 managers.

HISTORY: 1991, c. 168; 1992, c. 574; 1996, c. 265; 1998, c. 432; 2002, c. 288;
2004, c. 601.