Nevis Limited Liability Company Ordinance

PART VIII
MANAGEMENT
Management of 44. (1) Unless otherwise provided in the operating agreement and
the business subject to subsection (2), management of the business and affairs
of the limited of a limited liability company shall be vested in all of its
liability members exclusively in their capacity as members.
company
(2) The operating agreement may fully or partially vest management duties in
one or more managers, who may, but need not, be members.
(3) Managers shall have the power to manage the business and affairs of
the limited liability company to the extent so vested, exclusive of the members
who are not managers.
(4) To the extent not vested in managers as provided in subsection (2), the
members in their capacity as members shall retain the power to manage the
business and affairs of the limited liability company as set forth in subsection
(1).
Voting 45. (1) Unless otherwise provided in this Ordinance or the operating agreement:
(a) if the management of a limited liability company is vested in the
members pursuant to subsection 44(1), or where any affirmative consent
of the members is required in this Ordinance or the operating agreement,
any action required or permitted to be taken by the members shall be
taken upon a vote of more than 50% of the members' interests as
measured by the members' capital contributions. The measurement of
consent set forth in the operating agreement may vary, both in requisite
percentage and in the manner in which it is measured for different
purposes. The manner in which consent is measured may refer to,
without limitation, the number of members or the proportion, as set forth
in the operating agreement, of members' interests in profits, capital or
distribution, or any combination thereof.
(b) If the management of a limited liability company is vested in more
than one manager pursuant to subsection 44(2), or where any affirmative
consent of the managers is required in this Ordinance or the operating
agreement, any action required or permitted to be taken by the managers
shall be taken upon a vote of a majority of the managers.
(2) Where this Ordinance or the operating agreement requires the consent of the
remaining members or remaining managers, as the case may be, (i) the
members' interests of the remaining members shall constitute all of the
members' interests entitled to vote thereon, and (ii) the remaining managers
shall constitute all of the managers entitled to vote thereon.
Agency of 46. (1) Unless otherwise provided in the operating agreement, if
managers and management of the limited liability company is vested in the
members members pursuant to subsection (1) of section 44, each member is an agent of
the limited liability company in matters concerning its business or affairs.
(a) An act of a member, including signing of an instrument in the limited
liability company name, for apparently carrying on limited liability
company business binds the limited liability company, unless the
member had no authority to act for the company in the particular matter
and the person with whom the member has dealt knew or had received
notice that the member lacked authority; and
(b) An act of a member which is not apparent for carrying on in the
ordinary course the limited liability company business of a kind carried
on by the limited liability company binds the limited liability company if
the act was authorized by the other members.
(2) Unless otherwise provided in the operating agreement, if management of the
limited liability company is vested in managers pursuant to subsection (2) of
section 44, each manager is an agent of the limited liability company in matters
concerning its business.
(a) An act of a manager, including signing of an instrument in the
company name, for apparently carrying on company business binds the
company, unless the manager had no authority to act for the company in
the particular matter and the person with whom the manager has dealt
knew or had received notice that the manager lacked authority;
(b) An act of a manager which is not apparently for carrying on in the
ordinary course the limited liability company business of a kind carried
on by the limited liability company binds the limited liability company if
the act was authorized by the other managers;
(c) If management of the limited liability company is vested in
managers, no member, solely by reason of being a member, is an agent
of the limited liability company.
(3) the operating agreement may provide that acts of members may bind the
limited liability company if the managers of the limited liability company are
not members but are vested with responsibility for management of the limited
liability company solely by contract.
Qualification 47. Unless otherwise provided in the of operating agreement, managers
of managers may be natural persons, corporations, limited liability companies, partnerships, or other
entity, of any nationality and need not be residents of Nevis of members of the limited
liability company.
Standard of 48. Managers shall discharge the duties of their respective positions in
care to be good faith and with that degree of diligence, care and skill which
observes by ordinarily prudent men would exercise under similar circumstances in
managers like positions. In discharging their duties, duly authorized members or managers, as the
case may be and officers, when acting in good faith, may rely upon financial statements
of the limited liability company represented to them to be correct by the manager of.the
limited liability company having charge of its books or accounts, or stated in a written
report by an independent public or certified public accountant or firm of such
accountants fairly to reflect the financial condition of such limited liability company.