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Management of the Limited Liability Company <br /> Articles of Organization or the <br /> unless the A <br /> The LLC will be a member-managed company, <br /> Operating Agreement state otherwise. In a member-manag ed company, management is <br /> vested in the members in proportion to the current percentage ge be allocated of a otherwise, <br /> all the members. If the LLC determines that manag e <br /> the Articles of Organization or the Operating Agreement should so state. The decision of <br /> a majority-in-interest of the members shall be controlling. The members may vote in <br /> person or by proxy. <br /> If the LLC is to be managed by managers,the Articles of Organization or the Operating <br /> Agreement must indicate that the LLC is a manager-managed company. In a manager- <br /> managed company,the decision of the manager(if only one manager)or a majority of the <br /> managers (if more than one manager) shall be controlling. The managers may vote in <br /> person or by proxy. <br /> Managers'Responsibilities <br /> Principal officers and managers of every limited liability company must be mindful of the <br /> following specific and important duties and responsibilities: <br /> Payments of Salaries to Employees. Officers responsible for the payment of <br /> salaries must see that those salaries are paid by the limited liability company. <br /> Managers establish salaries for officers. <br /> Payroll Taxes. All payroll taxes must be paid by the limited liability company. <br /> Nonpayment may result in personal,civil or criminal liability to the officers and <br /> managers. <br /> Duty to Inspect. Managers have the absolute right to inspect all company record <br /> books,records,documents and property at any time. If they do not exercise that <br /> right,they may be held liable for negligence in the event that the company suffers <br /> loss or its creditors suffer loss by reason of failure to exercise diligence in such <br /> matters. <br /> Members'Rights <br /> The limited liability company must allow the members to access company records. <br /> Additionally,the company must provide each member with information necessary for the <br /> exercise of the member's duties under the operating agreement. This requirement cannot <br /> be waived in the Operating Agreement. <br />