KRS 275.135: Members or managers as agents.

(1) Except as provided in subsection (2) of this section, every member shall be an agent

of the limited liability company for the purpose of its business or affairs, and the act

of any member, including but not limited to the execution in the name of the limited

liability company of any instrument, for apparently carrying on in the usual way the

business or affairs of the limited liability company of which he is a member, shall

bind the limited liability company, unless the member so acting has, in fact, no

authority to act for the limited liability company in the particular matter, and the

person with whom the member is dealing has knowledge or has received

notification of the fact that the member has no such authority.

(2) If the articles of organization provi de that management of the limited liability

company is vested in a manager or managers:

(a) No member, solely by reason of being a member, shall be an agent of the

limited liability company; and

(b) Every manager shall be an agent of the limited liability company for the

purpose of its business or affairs, and the act of any manager, including, but

not limited to, the execution in the name of the limited liability company of

any instrument, for apparently carrying on in the usual way the business or

affairs of the limited liability company of which he is the manager shall bind

the limited liability company, unless the manager so acting has, in fact, no

authority to act for the limited liability company in the particular matter, and

the person with whom the m anager is dealing has knowledge or has received

notification of the fact that the manager has no such authority.

(3) An act of a manager or a member which is apparently not for the carrying on in the

usual way of the business or affairs of the limited liab ility company shall not bind

the limited liability company unless, at the time of the transaction or at any other

time, the act is authorized in accordance with the operating agreement.

(4) An act of a manager or member in contravention of a restriction on authority shall

not bind the limited liability company to persons having knowledge of the

restriction.