183.0407(3)(c)1. 1. Sell, lease, exchange, or otherwise dispose of all or substantially all of the company’s property, with or without the goodwill, outside the ordinary course of the company’s activities.

183.0407(3)(c)2. 2. Approve a merger, interest exchange, conversion, or domestication under subch. X.

183.0407(3)(c)3. 3. Undertake any activity described in sub. (2) (d).

183.0407(3)(c)4. 4. Amend the operating agreement.

183.0407(3)(d) (d) A manager may be chosen at any time by the affirmative vote or consent of a majority of the members’ transferable interests and remains a manager until a successor has been chosen, unless the manager at an earlier time resigns, is removed, or dies, or, in the case of a manager that is not an individual, terminates. A manager may be removed at any time by the consent of a majority of the members’ transferable interests without notice or cause.

183.0407(3)(e) (e) A person need not be a member to be a manager, but the dissociation of a member that is also a manager removes the person as a manager. If a person that is both a manager and a member ceases to be a manager, that cessation does not by itself dissociate the person as a member.

183.0407(3)(f) (f) A person’s ceasing to be a manager does not discharge any debt, obligation, or other liability to the limited liability company or members which the person incurred while a manager.

183.0407(4) (4) Unless otherwise provided in a written operating agreement, an action requiring the vote or consent of members under this chapter may be taken without a meeting if all of such members consent to the action, and a member may appoint a proxy or other agent to consent or otherwise act for the member by signing an appointing record, personally or by the member’s agent. The consent shall be evidenced by one or more written consents describing the action, signed by each of such members, and delivered to the limited liability company for inclusion in the limited liability company records. Unless otherwise provided in a written operating agreement, if a person, whether or not then a member, so consenting directs, whether through instruction to a proxy or other agent, that such consent will be effective at a future time, including a time determined upon the happening of an event, then the person shall be deemed to have consented as a member at this future time so long as the person is then a member and did not revoke the consent prior to that time. Any such consent shall be revocable prior to its becoming effective, unless the written consent provides otherwise.

183.0407(5) (5) The dissolution of a limited liability company does not affect the applicability of this section. However, a person that wrongfully causes dissolution of the company loses the right to participate in management as a member and a manager.

183.0407(8) (8) This chapter does not entitle a member to remuneration for services performed for a member-managed limited liability company.

183.0407 History History: 2021 a. 258.

183.0408 183.0408 Reimbursement; indemnification; advancement; and insurance.

183.0408(1) (1) A limited liability company shall reimburse a member of a member-managed company or the manager of a manager-managed company for any payment made by the member or manager in the course of the member’s or manager’s activities on behalf of the company, if the member or manager complied with ss. 183.0405, 183.0407, and 183.0409 in making the payment.

183.0408(2) (2) A limited liability company shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation, or other liability incurred by the person by reason of the person’s former or present capacity as a member or manager, if the claim, demand, debt, obligation, or other liability does not arise from the person’s breach of s. 183.0405, 183.0407, or 183.0409.

183.0408(3) (3) In the ordinary course of its activities and affairs, a limited liability company may advance reasonable expenses, including attorney fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person’s former or present capacity as a member or manager, if the person promises to repay the company if the person ultimately is determined not to be entitled to be indemnified under sub. (2).

183.0408(4) (4) A limited liability company may purchase and maintain insurance on behalf of a member or manager against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if, under s. 183.0105 (3) (g), the operating agreement could not eliminate or limit the person’s liability to the company for the conduct giving rise to the liability.

183.0408 History History: 2021 a. 258.

183.0409 183.0409 Standards of conduct for members and managers.

183.0409(1) (1) A member of a member-managed limited liability company owes to the company and, subject to s. 183.0801, the other members the fiduciary duties of loyalty and care stated in subs. (2) and (3).

183.0409(2) (2) The duty of loyalty of a member in a member-managed limited liability company includes all of the following duties:

183.0409(2)(a) (a) The duty to account to the company and hold as trustee for it any property, profit, or benefit derived by the member in or from any of the following:

183.0409(2)(a)1. 1. The conduct or winding up of the company’s activities and affairs.

183.0409(2)(a)2. 2. A use by the member of the company’s property.

183.0409(2)(a)3. 3. The appropriation of a limited liability company opportunity.

183.0409(2)(b) (b) The duty to refrain from dealing with the company in the conduct or winding up of the company’s activities and affairs as or on behalf of a person having an interest adverse to the company.

183.0409(2)(c) (c) The duty to refrain from competing with the company in the conduct of the company’s activities and affairs before the dissolution of the company.

183.0409(3) (3) The duty of care of a member of a member-managed limited liability company in the conduct or winding up of the company’s activities and affairs is to refrain from engaging in conduct for which relief or exoneration from liability is not permitted under s. 183.0105 (3) (g).

183.0409(4) (4) A member shall discharge the duties and obligations under this chapter and under the operating agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing.

183.0409(5) (5) A member does not violate a duty or obligation under this chapter or under the operating agreement solely because the member’s conduct furthers the member’s own interest.