1. A court may impose an enterprise agreement by an undue injunction or by any other relief that the court deems, at its sole discretion, fair and appropriate in the circumstances. B. Any agreement between the member and the limited liability company, which deals with the affairs of the limited liability company and commercial activities, whether or not the agreement is concluded in writing, provided that the limited liability company has a director other than the member. 1. An enterprise agreement must first be concluded by all members. Unless the statutes or a written enterprise agreement is made otherwise, there is no need for an enterprise agreement to be concluded in writing. 1991, about 168; 1993, about 113; 1997, about 190; 2005, about 255; 2009, about 763; 2012, about 706. (2) If the statutes or an enterprise agreement do not provide for how to amend an enterprise agreement, all members must approve any changes to an enterprise agreement. (2) As an alternative to a sub-assistant exemption or any other appropriate exemption, the court may order the dissolution of the limited liability company where the provisions of p. 13.1 to 1047 are applicable. 3. Where the statutes or enterprise agreement provide for how an enterprise agreement can be amended, including the obligation of a person who is not a party to the enterprise contract or who requires compliance with the terms, an enterprise agreement can only be amended in such a lawful manner; if (i) a person`s consent may be waived by that person and (ii) all conditions may be waived by any person for benefits whose conditions were applicable.
Vote The enterprise agreement may change the standard rule that members vote on their interests as a percentage. It may even completely deny the right of a member or class of members to vote on any question. Voting rights can also be determined on the basis of capital deposits, commitments or capital accounts. In addition, some members or managers may have veto rights or majority votes. For example, a class may not have general voting or leadership rights, but may have a veto over certain actions to be taken by leaders. Limitation of liability, compensation This section deals with the fiduciary duties of managers. There have been some interesting legal developments in this area, and I would like to discuss them in a separate blog post. Books and Recordings This section is self-explanatory. It deals with registration and the rights of members to verify company and accounting documents. Anti-dilution protection Anti-dilution rules allow a member to retain its membership share when the LLC issues membership interest to new members. These safeguards include: a veto over the reissue of membership interests and the admission of new members; limitation of capital calls (e.g.
B no additional capital calls without the agreement of all members); and pre-emption rights allowing a member to acquire each class of interest rates offered to maintain its interest as a percentage. Restrictions on the transfer (a) allocation of interest.