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General Laws

Section 24. (a) Unless otherwise provided in the operating agreement, the management of a limited liability company shall be vested in its members. An operating agreement may provide for the management, in whole or in part, of a limited liability company by one or more managers, who shall hold office and have the duties set forth in the operating agreement. Subject to section thirty-seven, a manager shall cease to be a manager as provided in the operating agreement.

(b) If a limited liability company has at least 1 manager, then unless otherwise provided in the operating agreement, the manager shall manage and control the limited liability company and no member shall manage or control the limited liability company. If a limited liability company has no manager then, unless otherwise provided in the operating agreement, the members shall manage and control the limited liability company.

(c) If a limited liability company has at least 1 manager then, unless otherwise provided in the operating agreement, each manager may execute documents and act for the limited liability company and no member shall execute documents or act for the limited liability company. If a limited liability company has no manager then, unless otherwise provided in the operating agreement, each member may execute documents and act for the limited liability company.

(d) Unless otherwise provided in the operating agreement, a member or manager of a limited liability company may delegate some or all of such member’s or manager’s rights and powers to execute documents and act for and manage and control the business and affairs of the limited liability company, including delegating to agents and employees of a member or manager of the limited liability company, and delegating by a management agreement or another agreement with, or otherwise to, other persons. Unless otherwise provided in the operating agreement, such delegation by a member or manager of a limited liability company shall not cause the member or manager to cease to be a member or manager, as the case may be, of the limited liability company.

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