LLC.1.2.020 Agency Power of Owners and Managers

(a) Except as provided in subsection 2, below:

(1) Each Owner is an agent of the LLC, but not of any the other Owners, for the purpose of its business.

(2) The act of any Owner, including the execution in the name of the LLC of any instrument for apparently carrying on in the ordinary course of business the business of the LLC, binds the LLC in the particular matter, unless the person with whom the Owner is dealing has knowledge that the Owner has no authority to act in this matter.

(3) If the Tribe is an Owner, the Tribe's authority shall be exercised pursuant to Section 941.

(b) If management of the LLC is vested in one or more managers:

(1) No Owner, solely by being an Owner, is an agent of the LLC or of the other Owners.

(2) Each manager is an agent of the LLC, but not for the other Owners, for the purpose of its business. The act of any manager, including the execution in the name of the LLC of any instrument for apparently carrying on the ordinary course of business of the LLC, binds the LLC unless the manager has, in fact, no authority to act for the LLC in the particular matter, and the person with whom the manager is dealing has knowledge that the manager has no authority to act in the matter.

(c) No act of an Owner or, if management of the LLC is vested in one or more managers, of a manager that is not apparently authorized for the carrying on in the ordinary course of business the business of the LLC, shall bind the LLC unless in fact authorized at the time of the transaction or at any other time.