ORS 63.130
Rights of members and managers

  • matters requiring consent of all or majority of members

Mentioned in

Appeals Court Upholds Penalty Against Members of LLC that Owned Landfill for Violations of Oregon’s Landfill Closure Law

The National Law Review, December 20, 2022

“On remand from the Oregon Supreme Court, the appeals court held that the imposition of liability on the two LLC members was supported by substantial evidence because the authority to control a landfill can be inferred from Oregon’s default LLC rule…”
 
Bibliographic info

(1)

In a member-managed limited liability company, unless otherwise provided in the articles of organization or any operating agreement:

(a)

Each member has equal rights in the management and conduct of the limited liability company’s business; and

(b)

Except as otherwise provided in subsection (3) of this section, any matter relating to the business of the limited liability company may be decided by a majority of the members.

(2)

In a manager-managed limited liability company, unless otherwise provided in the articles of organization or any operating agreement:

(a)

Each manager has equal rights in the management and conduct of the limited liability company’s business;

(b)

Except as otherwise provided in subsections (3) and (4) of this section, any matter relating to the business of the limited liability company may be exclusively decided by the manager or, if there is more than one manager, by a majority of the managers; and

(c)

A manager:

(A)

Must be designated, appointed, elected, removed or replaced by a vote, approval or consent of a majority of the members; and

(B)

Holds office until a successor has been elected and qualified, unless the manager sooner resigns or is removed.

(3)

Unless otherwise provided in the articles of organization or any operating agreement, the following matters of a member-managed or a manager-managed limited liability company require the consent of all of the members:

(a)

The amendment of the operating agreement or the articles of organization under ORS 63.444 (Amendment by members);

(b)

The compromise, as among the members, of an obligation to make a contribution under ORS 63.180 (Liability for contributions) (4) or to return money or other property paid or distributed in violation of any provision of this chapter; and

(c)

The consent to dissolve the limited liability company under ORS 63.621 (Dissolution) (3).

(4)

Unless otherwise provided in the articles of organization or any operating agreement, the following matters of a member-managed or a manager-managed limited liability company require the consent of a majority of the members:

(a)

The making of interim distributions under ORS 63.200 (Right to interim distributions), including the redemption of an interest;

(b)

The admission of a new member;

(c)

The use of the limited liability company’s property to redeem an interest subject to a charging order;

(d)

The sale, lease, exchange, mortgage, pledge or other transfer or disposition of all, or substantially all, of the limited liability company’s property, with or without goodwill;

(e)

The merger of the limited liability company with any other entity;

(f)

The conversion of the limited liability company into any other type of entity;

(g)

The incurring of indebtedness by the limited liability company other than in the ordinary course of the business of the limited liability company;

(h)

A transaction involving an actual or a potential conflict of interest between a member or a manager and the limited liability company;

(i)

A change in the nature of the limited liability company’s business; and

(j)

Any other matter specified in the articles of organization or any operating agreement as requiring member approval if no number or percentage of members is otherwise stated.

(5)

Unless otherwise provided in the articles of organization or any operating agreement, action requiring the consent of members or managers under this chapter may be taken without a meeting.

(6)

Unless otherwise provided in the articles of organization or any operating agreement, a member or manager may appoint a proxy to vote or otherwise act for the member or manager by signing an appointment instrument, either personally or by the member’s or manager’s attorney-in-fact.

(7)

Unless the context clearly requires otherwise, references in this chapter to managers apply both to managers of a manager-managed limited liability company and to members of a member-managed limited liability company. [1993 c.173 §28; 1999 c.86 §4]

Source: Section 63.130 — Rights of members and managers; matters requiring consent of all or majority of members, https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html.

Law Review Citations

73 OLR 5, 113 (1994)

63.001
Definitions
63.002
Inclusion of limited liability companies and managers and members of limited liability companies in definitions
63.004
Filing requirements
63.007
Filing, service, copying and certification fees
63.011
Effective time and date of document
63.014
Correcting filed document
63.016
Forms
63.017
Filing duty of Secretary of State
63.021
Appeal from Secretary of State’s refusal to file document
63.024
Evidentiary effect of copy of filed document
63.027
Certificate of existence or authorization
63.031
Powers
63.032
Investigations of violations of chapter
63.034
Knowledge and notice
63.044
Formation
63.047
Articles of organization
63.051
Organization
63.054
Liability for preorganization transactions
63.057
Operating agreements
63.074
Purposes
63.077
General powers
63.094
Limited liability company name
63.097
Reserved name
63.101
Registered name
63.111
Registered office and registered agent
63.114
Change of registered office or registered agent
63.117
Resignation of registered agent
63.121
Service on limited liability company
63.130
Rights of members and managers
63.140
Agency power of managers and members
63.155
Duties and standard of conduct
63.160
Limitation of liability and indemnification
63.165
Liability of members and managers
63.170
Liability of limited liability company for acts, omissions or conduct of member or manager
63.175
Contributions
63.180
Liability for contributions
63.185
Allocation of profits and losses
63.195
Allocation of interim distributions
63.200
Right to interim distributions
63.205
Voluntary withdrawal of member
63.209
Expulsion of member
63.219
Distribution in kind
63.225
Right to distribution
63.229
Limitations on distribution
63.235
Liability for wrongful distribution
63.239
Nature of membership interest
63.245
Admission of members
63.249
Assignment of membership interest
63.255
Rights of assignee who becomes member
63.259
Rights of judgment creditor against member
63.265
Cessation of membership
63.431
Operating agreement
63.434
Amendment to articles of organization
63.437
Restated articles of organization
63.441
Amendment by managers
63.444
Amendment by members
63.467
Definitions for ORS 63.467 to 63.497
63.470
Conversion
63.473
Action on plan of conversion
63.476
Articles and plan of conversion
63.479
Effect of conversion
63.481
Merger
63.487
Action on plan of merger
63.494
Articles and plan of merger
63.497
Effect of merger
63.621
Dissolution
63.625
Distribution of assets upon dissolution
63.629
Agency power of members and managers after dissolution
63.631
Articles of dissolution
63.637
Effect of dissolution
63.641
Known claims against dissolved limited liability company
63.644
Unknown claims against dissolved limited liability company
63.645
Enforcement of claims against dissolved limited liability company
63.647
Grounds for administrative dissolution
63.651
Procedure
63.654
Reinstatement following administrative dissolution
63.657
Appeal from denial of reinstatement
63.661
Grounds for judicial dissolution
63.664
Procedure for judicial dissolution
63.671
Judgment of dissolution
63.674
Deposit with State Treasurer
63.701
Authority to transact business required
63.704
Consequences of transacting business without authority
63.707
Application for authority to transact business
63.711
Amendment to application for authority
63.714
Effect of authority
63.717
Name of foreign limited liability company
63.721
Registered office and registered agent of foreign limited liability company
63.724
Change of registered office or registered agent of foreign limited liability company
63.727
Resignation of registered agent of a foreign limited liability company
63.731
Service on a foreign limited liability company
63.734
Withdrawal of foreign limited liability company
63.737
Grounds for revocation
63.741
Procedure for and effect of revocation
63.744
Appeal from revocation
63.747
Reinstatement of authority
63.771
Limited liability company records
63.777
Scope of inspection right
63.781
Court-ordered inspection
63.784
Certain expense reports to members
63.787
Annual report
63.801
Derivative proceedings
63.810
Taxation of limited liability companies and members
63.951
Short title
63.955
Interstate application
63.960
Applicability of chapter to practice of dentistry
63.965
Reservation of power to amend or repeal
63.990
Penalty for signing false document
63.992
Liability for certain actions in connection with operation of shell entity
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