§ 4-32-1102 - Authority to sue on behalf of limited liability company.
4-32-1102. Authority to sue on behalf of limited liability company.
Unless otherwise provided in an operating agreement, a suit on behalf of the limited liability company may be brought only in the name of the limited liability company by:
(1) One (1) or more members of a limited liability company, whether or not an operating agreement vests management of the limited liability company in one (1) or more managers, who are authorized to sue by the vote of more than one-half (1/2) by number of the members eligible to vote thereon, unless the vote of all members shall be required pursuant to 4-32-403(b), provided that in determining the vote required under 4-32-403, the vote of any member who has an interest in the outcome of the suit that is adverse to the interest of the limited liability company shall be excluded; or
(2) One (1) or more managers of a limited liability company, if an operating agreement vests management of the limited liability company in one (1) or more managers, who are authorized to do so by the vote required pursuant to 4-32-403 of the members eligible to vote thereon, provided that in determining the required vote, the vote of any manager who has an interest in the outcome of the suit that is adverse to the interest of the limited liability company shall be excluded.