If there are members who do not wish to participate directly on the board of directors, they may still be appointed as members of the Board of Directors. Their duty to be faithful would depend on the requirements of the state or the administrative documents of the LLC. Some states require LLC managed board to carry out activities that are generally required by the company`s boards of directors: on the other hand, the “board” of an LLC is a creature of the contract. Since the LLC is foreign to the actions of almost all states, the Board of Directors will have a structure, authority and limitations as defined in the corresponding enterprise agreement. This paradigm raises a lot of interesting questions. Thus, the board of directors is not designed in corporate law as a representative or other representative of the shareholders. Conversely, when members of an LLC create a board of directors and give it special authority, at least on an interse base, the power collectively delegated by the members and can be considered collectively as their agent. The question arises as to whether the board then acts jointly as an agent of the members or whether the board is the representative responsible for the LLC acting as the adjudicator`s power vis-à-vis third parties. The effects of this paradigm shift must be taken into account when developing a business agreement using a board structure. And that was the case. That is why I recommended that we create a board of directors, as in the company, for that client`s limited liability company. Instead of signing cheques as a manager or authorized member, he would sign them as president. But beyond the simple formalities, the broader goal of the board was to create a president, vice-presidents and treasurers with different powers and skills.
With respect to Hogan`s service as a special procedure committee for Corporate LLC, after concluding definitively that he could not do so, the court began its analysis with an eloquent heading: “The Implications of Mimicking a Corporation`s Governance Structure.” From this point of view, the Tribunal found that the LLCs could cripple their internal management structure, referring to Robert L. Symonds, Jr. – Matthew J. O`Toole, Delaware Limited Liability Companies. 9.01[B] at 9-9 (2015) on the principle that “[t]he management structure can in principle be implemented through the company`s management instrument.” The court wrote: As mentioned above, the “board-managed” LLC is foreign to almost all ACTS of LLC; There are, however, three exceptions. The LLC files in Minnesota, North Dakota and Tennessee each provide a legislated board-run structure that can be elected (see MINN). STAT. 322C.0407 (4) (2016); CENT N.D. code 10-32.1-39 (4) (2016); Tennessee. CODE ANN. No. 48-249-401 (c) (2015)).
If a particular company wishes to have a structure managed by the board of directors, the organization can be an effective way to achieve this result in one of these acts. Subject to changes to a given enterprise agreement, the legal provisions relating to the structure managed by the Board of Directors should reduce the transaction costs incurred in the development of a corporate agreement for an LLC managed by a board of directors in another state.