Michael, Scottie, Steve, and Dennis have filed the proper paperwork with the secretary of state and legally
Question:
Michael, Scottie, Steve, and Dennis have filed the proper paperwork with the secretary of state and legally formed a limited liability company (LLC) in a jurisdiction that follows the Uniform Limited Liability Company Act. Their LLC's business is the buying and selling of antique furniture. The LLC's certificate of organization, which was properly filed, lists the name of the LLC as "Unique Antiques LLC," and Michael, Scottie, Steve, and Dennis are also named as the LLC's only four members.
Along with the filing of the certificate of organization, Unique Antiques LLC also filed an operating agreement with the secretary of state. The operating agreement, which was agreed to by all four members, states that the company is "manager-managed," and it lists Dennis as the company's manager. The operating agreement provides no further detail on the management of the company.
A key input to the success of any antique furniture company is having access to a regular supply of interesting and hard-to-find pieces of antique furniture. Accessing such a supply requires Unique Antiques LLC to regularly attend a diverse set of antique shows throughout the year, where the company can buy new inventory. After three years of operation and after all four members have attended many different antiques shows across the country, Michael, Scottie, Steve, and Dennis have developed opinions about which annual antique shows have the most interesting items and are thus worth continuing to attend. At the start of the following year, Dennis announces that he has reviewed the company's sales data to determine which antique shows have produced the best-selling inventory over the past three years. Dennis also announces that, based on his sales data analysis, he has selected the four antique shows that the company will attend that year, and he distributes the list of the four specific shows he has selected to the other members. Based on their own experiences over the past three years, Michael, Scottie, and Steve strongly disagree with Dennis's four selections.
Is Dennis authorized to decide the four specific antique shows that Unique Antiques LLC will attend?Explain
Smith and Roberson Business Law
ISBN: 978-0538473637
15th Edition
Authors: Richard A. Mann, Barry S. Roberts