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House Journal: Page 1686: Tuesday, April 29, 1997

12     3.  Notwithstanding section 490A.601, or a contrary
13   provision in an operating agreement, a member or
14   manager may agree to be obligated personally for any
15   or all of the debts, obligations or liabilities of one
16   or more series.
17     4.  An operating agreement may provide for classes
18   or groups of members or managers associated with a
19   series having such relative rights, powers, and duties
20   as the operating agreement may provide.  The operating
21   agreement may provide for the future creation of
22   additional classes or groups of members or managers
23   associated with the series having such relative
24   rights, powers, and duties as may from time to time be
25   established, including rights, powers, and duties
26   senior to existing classes and groups of members or
27   managers associated with the series.  An operating
28   agreement may provide for the taking of an action,
29   including the amendment of the operating agreement,
30   without the vote or approval of any member or manager
31   or class or group of members or managers, including
32   all action to create under the provisions of the
33   operating agreement a class or group of the series of
34   membership interests that was not previously
35   outstanding.  An operating agreement may provide that
36   any member or class or group of members associated
37   with a series have no voting rights.
38     5.  An operating agreement may grant to all or
39   certain identified members or managers or a specified
40   class or group of the members or managers associated
41   with a series the right to vote on any matter
42   separately or with all or any class or group of the
43   members or managers associated with the series.
44   Voting by members or managers associated with a series
45   may be on a per capita, number, financial interest,
46   class, group, or other basis.
47     6.  Unless otherwise provided in an operating
48   agreement, the management of a series shall be vested
49   in the members associated with such series in
50   proportion to the then-current percentage or other

Page   6

 1   interest of members in the profits of the series owned
 2   by all of the members associated with such series.
 3   The decision of members owning more than fifty percent
 4   of the series or other interest in the profits shall
 5   control.  However, if an operating agreement provides
 6   for the management of the series, in whole or in part,
 7   by a manager, the management of the series, to the
 8   extent so provided, is vested in the manager who shall
 9   be chosen as provided in the operating agreement.  The
10   manager of the series shall also hold the offices and
11   have the responsibilities accorded to managers as set

Iowa General Assembly

Index: House Journal (77th General Assembly: Session 1)

© 1997 Cornell College and League of Women Voters of Iowa

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Last update: Tue May 6 09:40:03 CDT 1997
URL: /DOCS/GA/77GA/Session.1/HJournal/01600/01686.html
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