(1) A limited liability company is a member-managed limited liability company unless a written operating agreement provides any of the following or includes words of similar import: (a) That the company is or will be “manager-managed.” (b) That the company is or will be “managed by managers.” (c) That management of the company is or will be “vested in managers.” (2) In a member-managed limited liability company, all of the following rules apply: (a) Except as expressly provided in this chapter, the management and conduct of the company are vested in the members. (b) Each member has rights in the management and conduct of the company’s activities and affairs proportional to the value of the contributions made by each such member, as stated in the records required to be kept under s. 183.0402 (2), or, in the case of a company treated as a partnership for tax purposes, the partnership capital account of each such member. (c) A difference arising among members as to a matter not described in par. (d) may be decided by a majority of the members’ transferable interests. (d) Except as otherwise provided in this chapter, the affirmative vote or consent of all members is required to do any of the following: 1. Amend the articles of organization. 2. Issue a transferable interest in the limited liability company to any person. 3. Allow the limited liability company to accept any additional contribution from a member. 4. Allow a partial redemption of a transferable interest in the limited liability company. 5. Value the contributions of members under s. 183.0402 (2). 6. Approve a merger, interest exchange, conversion, or domestication under subch. X. 7. Authorize a manager, member, or other person to do any act on behalf of the limited liability company that contravenes an operating agreement, including any provision of the operating agreement that expressly limits the purpose or business of the limited liability company or the conduct of the business of the limited liability company. (e) The operating agreement may be amended only with the consent of all members. (3) In a manager-managed limited liability company, all of the following rules apply: (a) Except as expressly provided in this chapter, any matter relating to the activities and affairs of the company is decided exclusively by the manager, or, if there is more than one manager, by a majority of the managers. (b) Each manager has equal rights in the management and conduct of the company’s activities and affairs. (c) The affirmative vote or consent of all members is required to do any of the following: 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. 2. Approve a merger, interest exchange, conversion, or domestication under subch. X. 3. Undertake any activity described in sub. (2) (d). 4. Amend the operating agreement. (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. (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 per- son 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. (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. (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. (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. (8) This chapter does not entitle a member to remuneration for services performed for a member-managed limited liability company.
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