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House Journal: Page 1691: Tuesday, April 29, 1997

12   interest in the limited liability company.
13     Sec. ___.  NEW SECTION.  490A.307  CLASSES AND
14   VOTING.
15     1.  An operating agreement may provide for classes
16   or groups of members and the relative rights, powers,
17   and duties of such members, and may provide for the
18   future creation of additional classes or groups of
19   members having such relative rights, powers, and
20   duties as may from time to time be established,
21   including rights, powers, and duties senior to
22   existing classes and groups of members.  An operating
23   agreement may provide for taking action, including the
24   amendment of the operating agreement, without the vote
25   or approval of any member or class or group of
26   members, including an action to create a class or
27   group of membership interests that was not previously
28   outstanding.  An operating agreement may provide that
29   any member or class or group of members has no voting
30   rights.
31     2.  An operating agreement may grant to all or
32   certain identified members or a specified class or
33   group of the members the right to vote separately or
34   with all or any class or group of members or managers
35   on any matter.  Voting by members may be on a per
36   capita, number, financial interest, class, group, or
37   any other basis.
38     3.  An operating agreement which grants a right to
39   vote may set forth provisions relating to notice of
40   the time, place, or purpose of any meeting at which
41   any matter is to be voted on by any members, waiver of
42   any notice, action by consent without meeting, the
43   establishment of a record date, quorum requirements,
44   voting in person or by proxy, or any other matter with
45   respect to the exercise of any such right to vote.
46     Sec. ___.  NEW SECTION.  490A.603  LIABILITY OF
47   MEMBERS.
48     1.  Except as otherwise provided in this chapter or
49   by written agreement of a member, a member or manager
50   of a limited liability company is not personally

Page  11

 1   liable solely by reason of being a member or manager
 2   of the limited liability company under any judgment,
 3   or in any other manner, for any debt, obligation, or
 4   liability of the limited liability company, whether
 5   that liability or obligation arises in contract, tort,
 6   or otherwise.
 7     2.  A member of a limited liability company is
 8   personally liable under a judgment or for any debt,
 9   obligation, or liability of the limited liability
10   company, whether that liability or obligation arises
11   in contract, tort, or otherwise, under the same or

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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