KRS 275.165: Management of company -- Delegation of powers -- Limitation on

remuneration for services performed.

(1) Unless the articles of organization vest management of the limited liability company

in a manager or managers, management of the business and aff airs of the limited

liability company shall vest in the members. Subject to any provisions in the articles

of organization, the operating agreement or this chapter restricting or enlarging the

management rights and duties of any person or group or class of persons, the

members shall have the right and authority to manage the affairs of the limited

liability company and to make all decisions with respect thereto.

(2) If the articles of organization vest management of the limited liability company in

one (1) or more managers, except to the extent otherwise provided in the articles of

organization, the operating agreement, or this chapter, the manager or managers

shall have exclusive power to manage the business and affairs of the limited

liability company. Unl ess otherwise provided in the articles of organization or the

operating agreement, managers:

(a) Shall be designated, appointed, elected, removed, or replaced by a vote,

approval, or consent of the majority-in-interest of the members;

(b) Shall not be required to be members of the limited liability company or natural

persons; and

(c) Unless they are sooner removed or sooner resign, shall hold office until their

successors shall have been elected and qualified.

(3) Unless otherwise set forth in a written ope rating agreement, a member or manager

of a limited liability company has the power and authority to delegate to one (1) or

more other persons the member's or manager's powers to manage or control the

business and affairs of the limited liability company, i ncluding without limitation

the power to delegate to agents and employees of a member, manager, or limited

liability company or to delegate by an agreement to other persons. This delegation

by a member or manager of a limited liability company shall not ca use the member

or manager to cease to be a member or manager of the limited liability company.

(4) A member or manager shall not be entitled to remuneration for services performed

for the limited liability company except as may be set forth in a written op erating

agreement.