KRS 275.145: Effect of notice to members or managers.

(1) Except as provided in subsection (2) of this section, notice to any member of any

matter relating to the business or affairs of the limited liability company, and the

knowledge of the member acting in the particular matter, acquired while a member

or known at the time of becoming a member, and the knowledge of any other

member who reasonably could and should have communicated the knowledge to the

acting member, shall operate as notice to or knowledge of the limited liability

company, except in the case of a fraud on the limited liability company committed

by or with the consent of that member.

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

company is vested in a manager or managers:

(a) Notice to any manager of any matte r relating to the business or affairs of the

limited liability company, and the knowledge of the manager acting in the

particular matter, acquired while a manager or known at the time of becoming

a manager, and the knowledge of any other manager who reason ably could

and should have communicated the knowledge to the acting manager, shall

operate as notice to or knowledge of the limited liability company, except in

the case of a fraud on the limited liability company committed by or with the

consent of that manager; and

(b) Notice to or knowledge of any member of the limited liability company while

the member is acting solely in the capacity of a member shall not constitute

notice to or knowledge of the limited liability company.