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.
SB810,393,1313 3. Undertake any activity described in sub. (2) (d).
SB810,393,1414 4. Amend the operating agreement.
SB810,393,2015 (d) A manager may be chosen at any time by the affirmative vote or consent of
16a majority of the members' transferable interests and remains a manager until a
17successor has been chosen, unless the manager at an earlier time resigns, is removed,
18or dies, or, in the case of a manager that is not an individual, terminates. A manager
19may be removed at any time by the consent of a majority of the members' transferable
20interests without notice or cause.
SB810,393,2421 (e) A person need not be a member to be a manager, but the dissociation of a
22member that is also a manager removes the person as a manager. If a person that
23is both a manager and a member ceases to be a manager, that cessation does not by
24itself dissociate the person as a member.
SB810,394,3
1(f) A person's ceasing to be a manager does not discharge any debt, obligation,
2or other liability to the limited liability company or members which the person
3incurred while a manager.
SB810,394,18 4(4) Unless otherwise provided in a written operating agreement, an action
5requiring the vote or consent of members under this chapter may be taken without
6a meeting if all of such members consent to the action, and a member may appoint
7a proxy or other agent to consent or otherwise act for the member by signing an
8appointing record, personally or by the member's agent. The consent shall be
9evidenced by one or more written consents describing the action, signed by each of
10such members, and delivered to the limited liability company for inclusion in the
11limited liability company records. Unless otherwise provided in a written operating
12agreement, if a person, whether or not then a member, so consenting directs, whether
13through instruction to a proxy or other agent, that such consent will be effective at
14a future time, including a time determined upon the happening of an event, then the
15person shall be deemed to have consented as a member at this future time so long
16as the person is then a member and did not revoke the consent prior to that time. Any
17such consent shall be revocable prior to its becoming effective, unless the written
18consent provides otherwise.
SB810,394,22 19(5) The dissolution of a limited liability company does not affect the
20applicability of this section. However, a person that wrongfully causes dissolution
21of the company loses the right to participate in management as a member and a
22manager.
SB810,394,24 23(8) This chapter does not entitle a member to remuneration for services
24performed for a member-managed limited liability company.
SB810,395,6
1183.0408 Reimbursement; indemnification; advancement; and
2insurance. (1)
A limited liability company shall reimburse a member of a
3member-managed company or the manager of a manager-managed company for
4any payment made by the member or manager in the course of the member's or
5manager's activities on behalf of the company, if the member or manager complied
6with ss. 183.0405, 183.0407, and 183.0409 in making the payment.
SB810,395,11 7(2) A limited liability company shall indemnify and hold harmless a person
8with respect to any claim or demand against the person and any debt, obligation, or
9other liability incurred by the person by reason of the person's former or present
10capacity as a member or manager, if the claim, demand, debt, obligation, or other
11liability does not arise from the person's breach of s. 183.0405, 183.0407, or 183.0409.
SB810,395,17 12(3) In the ordinary course of its activities and affairs, a limited liability
13company may advance reasonable expenses, including attorney fees and costs,
14incurred by a person in connection with a claim or demand against the person by
15reason of the person's former or present capacity as a member or manager, if the
16person promises to repay the company if the person ultimately is determined not to
17be entitled to be indemnified under sub. (2).
SB810,395,22 18(4) A limited liability company may purchase and maintain insurance on
19behalf of a member or manager against liability asserted against or incurred by the
20member or manager in that capacity or arising from that status even if, under s.
21183.0105 (3) (g), the operating agreement could not eliminate or limit the person's
22liability to the company for the conduct giving rise to the liability.
SB810,396,2 23183.0409 Standards of conduct for members and managers. (1) A
24member of a member-managed limited liability company owes to the company and,

1subject to s. 183.0801, the other members the fiduciary duties of loyalty and care
2stated in subs. (2) and (3).
SB810,396,4 3(2) The duty of loyalty of a member in a member-managed limited liability
4company includes all of the following duties:
SB810,396,65 (a) The duty to account to the company and hold as trustee for it any property,
6profit, or benefit derived by the member in or from any of the following:
SB810,396,77 1. The conduct or winding up of the company's activities and affairs.
SB810,396,88 2. A use by the member of the company's property.
SB810,396,99 3. The appropriation of a limited liability company opportunity.
SB810,396,1210 (b) The duty to refrain from dealing with the company in the conduct or winding
11up of the company's activities and affairs as or on behalf of a person having an
12interest adverse to the company.
SB810,396,1413 (c) The duty to refrain from competing with the company in the conduct of the
14company's activities and affairs before the dissolution of the company.
SB810,396,18 15(3) The duty of care of a member of a member-managed limited liability
16company in the conduct or winding up of the company's activities and affairs is to
17refrain from engaging in conduct for which relief or exoneration from liability is not
18permitted under s. 183.0105 (3) (g).