KRS 275.335: Persons who may sue in company's name -- Recording of votes --

Prosecution and settlement of suits.

(1) Unless otherwise provided in a written operating agreement, a suit on behalf of the

limited liability company may be brought in the name of the company only by:

(a) One (1) or more members of the company, who are authorized to sue by the

vote of more than one half (1/2) of the number of members eligible to vote

thereon; or

(b) One (1) or more managers of the limited liability company, if the articl es of

organization vest management of the company in one (1) or more managers,

who are authorized to do so by the vote of more than one -half (1/2) of the

number of managers eligible to vote.

(2) Subsection (1)(a) of this section shall be applicable irrespe ctive of whether the

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

or more managers.

(3) Unless otherwise provided in a written operating agreement, in any vote of the

members or managers pursuant to subsection (1) of this section, the vote of any

member or manager who has an interest in the outcome of the suit that is adverse to

the interest of the limited liability company shall be excluded.

(4) Unless otherwise provided in a written operating agreement, any vote pur suant to

subsection (1) of this section shall be set forth in a record signed or otherwise

approved by each member or manager voting in favor of bringing suit on behalf of

the limited liability company.

(5) Except as otherwise provided in a writing approve d in accordance with subsection

(1) of this section that would also be sufficient to amend the operating agreement

pursuant to the terms of the written operating agreement or, in the absence of a

provision governing amendment of the operating agreement, th e prosecution and

settlement of any suit brought pursuant to subsection (1) of this section shall be

pursuant to KRS 275.175.

(6) Every member and manager of a limited liability company shall be deemed to have

consented to the jurisdiction of the courts of the Commonwealth of Kentucky for

any action by, in the name of, or on behalf of the limited liability company or for

any violation of a duty owed the limited liability company or a member thereof.