Except as provided in paragraph (3) of this subsection or in the operating agreement, each member is an agent of the limited liability company for the purpose of its business. Except as provided in paragraph (3) of this subsection, the act of each member, including the execution in the name of the limited liability company of any instrument, for apparently carrying on in the usual way the business of the limited liability company of which the person is a member, binds the limited liability company, unless: The member so acting has in fact no authority to act for the limited liability company in the particular matter; and The person with whom the member is dealing has actual knowledge of the fact that the member has no such authority. If the articles of organization contain a statement that the authority of members to act for the limited liability company solely by virtue of their being members is limited: No member of the limited liability company is an agent of the limited liability company solely by virtue of being a member, and no member has authority to act for the limited liability company solely by virtue of being a member; and Each person dealing with a member is presumed to have knowledge that the member has no authority to act for the limited liability company solely by virtue of being a member. Notwithstanding a statement in the articles of organization or the operating agreement that the authority of a member to act for the limited liability company solely by virtue of being a member is limited, a person dealing with a member may establish: That the member is an agent of the limited liability company; or That the limited liability company should be estopped from denying that the member was its agent. Unless the act of a member is authorized by the limited liability company, the act of a member that is not apparently for the carrying on of the business of the limited liability company in the usual way does not bind the limited liability company.

Except for the requirement set forth in § 4A–404 of this subtitle that certain consents be in writing, members may enter into an operating agreement not inconsistent with the articles of organization to regulate or establish any aspect of the affairs of the limited liability company, the conduct of its business, or the relations of its members, including provisions establishing: The manner in which the business and affairs of the limited liability company shall be managed, controlled, and operated, which may include the granting of exclusive authority to manage, control, and operate the limited liability company to persons who are not members; The manner in which the members will share the assets and earnings of the limited liability company; The rights of the members to assign all or a portion of their membership interest; The circumstances in which a person may be admitted as a member of the limited liability company; The right to have and a procedure for having a member’s membership interest evidenced by a certificate issued by the limited liability company, which may not be issued in bearer form; The procedure for assignment, pledge, or transfer of any membership interest represented by the certificate; and Any other provisions dealing with the certificate; The method by which the operating agreement may from time to time be amended, which may include a requirement that an amendment be approved: By a person who is not a party to the operating agreement or who is not a member of the limited liability company; or On the satisfaction of other conditions specified in the operating agreement; The rights of any person, including a person who is not a party to the operating agreement or who is not a member of the limited liability company, to the extent set forth in the operating agreement; Procedures relating to: Notice of the time, place, or purpose of any meeting at which any matter is to be voted on by members; Waiver of notice of meetings; Action by consent without a meeting; The establishment of a record date; Quorum requirements; Voting in person or by proxy; Voting rights of various classes of members; or Any other matter with respect to the exercise of voting rights by members; or That a membership interest, an economic interest, or a noneconomic interest may or shall be transferred or assigned in whole or in part to one or more persons, including on the occurrence of any of the events described in § 4A–606 of this title, regardless of whether the persons to whom the interest is transferred or assigned are members. The initial operating agreement shall be agreed to by all persons who are then members. Unless the articles of organization specifically require otherwise, the operating agreement need not be in writing. If the operating agreement does not provide for the method by which the operating agreement may be amended, then all of the members must agree to any amendment of the operating agreement. To the extent that an operating agreement provides for the manner in which the operating agreement may be amended, the operating agreement may be amended only in that manner, provided that the approval of a person may be waived by the person and that conditions may be waived by a person for whose benefit the conditions were intended. Except as provided in subparagraph (ii) of this paragraph, or unless otherwise agreed, an amendment to an operating agreement is not required to be in writing. An amendment to an operating agreement must be evidenced by a writing signed by an authorized person of the limited liability company if: The amendment was adopted without the unanimous consent of the members; or An economic interest in the limited liability company has been assigned to a person who has not been admitted as a member. A copy of any written amendment to the operating agreement shall be delivered to each member who did not consent to the amendment and to each assignee who has not been admitted as a member. A court may enforce an operating agreement by injunction or by granting such other relief which the court in its discretion determines to be fair and appropriate in the circumstances. As an alternative to injunctive or other equitable relief, when the provisions of § 4A–903 of this title are applicable, the court may order dissolution of the limited liability company. An operating agreement of a limited liability company with one member is not unenforceable on the grounds that there is only one person who is party to the operating agreement. A limited liability company: Is not required to execute its operating agreement; and Is bound by its operating agreement, regardless of whether the limited liability company has executed the operating agreement. An operating agreement that is duly adopted or amended is binding on each person who is or becomes a member of the limited liability company and each person who is or becomes an assignee of a member of the limited liability company, regardless of whether the person has executed the operating agreement or amendment.

The provisions of this section apply unless otherwise provided in this title or unless otherwise agreed. Members shall vote in proportion to their respective interests in profits of the limited liability company, as determined under § 4A–503 of this title. Decisions concerning the affairs of the limited liability company shall require the consent of members holding at least a majority of the interests in profits of the limited liability company as determined under § 4A–503 of this title. A meeting of the members may be called by the written request of members holding at least 25% of the interests in profits of the limited liability company as determined under § 4A–503 of this title. Members of a limited liability company may participate in a meeting by means of conference telephone or other communications equipment or by means of remote communication, if all persons participating in the meeting: Can either hear or read the proceedings of the meeting substantially concurrent with the proceedings; and Have the opportunity to participate in the meeting and vote on matters submitted to the members. Participation in a meeting by the means authorized by subparagraph (i) of this paragraph constitutes presence in person at the meeting. A member may not take any of the following actions without the consent of members holding at least two–thirds of the interest in profits of the limited liability company as determined under § 4A–503 of this title: Dispose of all or substantially all of the business or property of the limited liability company; Approve a merger as provided in § 4A–702 of this title; or Approve a conversion as provided in § 4A–1102 of this title. A member may not take any of the following actions without the unanimous consent of the members: Institute a voluntary proceeding under the federal bankruptcy code; Assign the property of the limited liability company in trust for creditors or on the assignee’s promise to pay the debts of the limited liability company; Alter the allocation of profit or loss to members of the limited liability company; Alter the allocation of or the manner of computing distributions payable to members of the limited liability company; or Do any other act that would make it impossible to carry on the ordinary business of the limited liability company.

Any notice, consent, or other communication required or authorized by this title may be delivered by electronic transmission.

A member may authorize another person to act as proxy for the member as provided in this section. A member may sign a writing authorizing another person to act as proxy. Signing may be accomplished by the member or the member’s authorized agent signing the writing or causing the member’s signature to be affixed to the writing by any reasonable means, including facsimile signature. Subject to subparagraph (ii) of this paragraph, a member may authorize another person to act as proxy by transmitting, or authorizing the transmission of, an authorization for the person to act as proxy to: The person authorized to act as proxy; or Any other person authorized to receive the proxy authorization on behalf of the person authorized to act as the proxy, including a proxy solicitation firm or proxy support service organization. The authorization may be transmitted by a telegram, cablegram, datagram, electronic mail, or any other electronic or telephonic means. A copy, facsimile telecommunication, or other reliable reproduction of the writing or transmission authorized under paragraphs (2) and (3) of this subsection may be substituted for the original writing or transmission for any purpose for which the original writing or transmission could be used. A proxy is revocable by a member at any time without condition or qualification unless: The proxy states that it is irrevocable; and The proxy is coupled with an interest. A proxy may be made irrevocable for as long as it is coupled with an interest. An interest with which a proxy may be coupled includes an interest in the membership interest to be voted under the proxy or another general interest in the limited liability company or its assets or liabilities.

Wherever this title requires the unanimous consent of the members to allow the limited liability company to act: The consent shall be in writing; and The operating agreement may provide that: The action may be taken on consent of less than all of the members; The consent of certain members or classes of members is not required to take the action; or No consent of a member or members is required to take the action; and The action may be taken only with the consent of one or more persons who is or are not a member or members of the limited liability company, in which case the consent of that person or those persons shall be required in order for the limited liability company to take the action.

Unless otherwise agreed, a member may lend money to and transact other business with the limited liability company and has the same rights and obligations with respect to the transaction as a person who is not a member.

A member may inspect and copy, in person or by agent, from time to time on reasonable written demand, for any purpose reasonably related to the member’s membership interest: True and full information regarding the state of the business and financial condition of the limited liability company; A copy of the articles of organization and operating agreement and all amendments to the articles of organization and operating agreement; A current list of the names and last known business, residence, or mailing addresses of all members; and Other information regarding the affairs of the limited liability company as is just and reasonable for any purpose reasonably related to the member’s membership interest. Any member may inspect and copy, in person or by agent, a copy of the limited liability company’s federal, state, or local income tax returns. The rights to inspect and copy records of a limited liability company may be subject to reasonable standards that may be set forth in the articles of organization or the operating agreement, including standards governing what information and documents are to be furnished, at what time and location, and at whose expense. Unless a member seeking information executes a confidentiality or nondisclosure agreement reasonably acceptable to the limited liability company restricting the use and disclosure of the information, a limited liability company shall have the right to keep confidential from members, for a reasonable period of time: Any information that the limited liability company reasonably believes to be in the nature of trade secrets; Information the disclosure of which the limited liability company in good faith believes: Is not in the best interest of the limited liability company; or Could damage the limited liability company or its business; or Information the limited liability company is required by law or by agreement with a third party to keep confidential. Any demand by a member under this section shall be in writing and shall state the purpose of the demand.