SB810,390,23 18(2) To the extent a written operating agreement of a member-managed limited
19liability company relieves a member of the authority and responsibility to consent
20to distributions and imposes that authority and responsibility on one or more other
21members, the liability stated in sub. (1) applies to the other members and not the
22member that the written operating agreement relieves of the authority and
23responsibility.
SB810,391,2 24(3) A person that receives a distribution knowing that the distribution violated
25s. 183.0405 is personally liable to the limited liability company but only to the extent

1that the distribution received by the person exceeded the amount that could have
2been properly paid under s. 183.0405.
SB810,391,4 3(4) A person against which an action is commenced because the person is liable
4under sub. (1) may do any of the following:
SB810,391,65 (a) Implead any other person that is subject to liability under sub. (1) and seek
6to enforce a right of contribution from the person.
SB810,391,97 (b) Implead any person that is subject to liability under sub. (3) and seek to
8enforce a right of contribution from the person in the amount of the liability under
9sub. (3).
SB810,391,11 10(5) An action under this section is barred unless commenced not later than 2
11years after the distribution.
SB810,391,14 12183.0407 Management of limited liability company. (1) A limited liability
13company is a member-managed limited liability company unless a written operating
14agreement provides any of the following or includes words of similar import:
SB810,391,1515 (a) That the company is or will be “manager-managed."
SB810,391,1616 (b) That the company is or will be “managed by managers."
SB810,391,1717 (c) That management of the company is or will be “vested in managers."
SB810,391,19 18(2) In a member-managed limited liability company, all of the following rules
19apply:
SB810,391,2120 (a) Except as expressly provided in this chapter, the management and conduct
21of the company are vested in the members.
SB810,392,222 (b) Each member has rights in the management and conduct of the company's
23activities and affairs proportional to the value of the contributions made by each such
24member, as stated in the records required to be kept under s. 183.0402 (2), or, in the

1case of a company treated as a partnership for tax purposes, the partnership capital
2account of each such member.
SB810,392,43 (c) A difference arising among members as to a matter not described in par. (d)
4may be decided by a majority of the members' transferable interests.
SB810,392,65 (d) Except as otherwise provided in this chapter, the affirmative vote or consent
6of all members is required to do any of the following:
SB810,392,77 1. Amend the articles of organization.
SB810,392,88 2. Issue a transferable interest in the limited liability company to any person.
SB810,392,109 3. Allow the limited liability company to accept any additional contribution
10from a member.
SB810,392,1211 4. Allow a partial redemption of a transferable interest in the limited liability
12company.
SB810,392,1313 5. Value the contributions of members under s. 183.0402 (2).
SB810,392,1514 6. Approve a merger, interest exchange, conversion, or domestication under
15subch. X.
SB810,392,2016 7. Authorize a manager, member, or other person to do any act on behalf of the
17limited liability company that contravenes an operating agreement, including any
18provision of the operating agreement that expressly limits the purpose or business
19of the limited liability company or the conduct of the business of the limited liability
20company.
SB810,392,2221 (e) The operating agreement may be amended only with the consent of all
22members.
SB810,392,24 23(3) In a manager-managed limited liability company, all of the following rules
24apply:
SB810,393,3
1(a) Except as expressly provided in this chapter, any matter relating to the
2activities and affairs of the company is decided exclusively by the manager, or, if
3there is more than one manager, by a majority of the managers.
SB810,393,54 (b) Each manager has equal rights in the management and conduct of the
5company's activities and affairs.
SB810,393,76 (c) The affirmative vote or consent of all members is required to do any of the
7following:
SB810,393,108 1. Sell, lease, exchange, or otherwise dispose of all or substantially all of the
9company's property, with or without the goodwill, outside the ordinary course of the
10company's activities.
SB810,393,1211 2. Approve a merger, interest exchange, conversion, or domestication under
12subch. X.