N.Y. Limited Liability Company Law § 401: Management of the limited liability company by members

§ 401. Management of the limited liability company by members. (a)

Unless the articles of organization provides for management of the

limited liability company by a manager or managers or a class or classes

of managers, management of the limited liability company shall be vested

in its members who shall manage the limited liability company in

accordance with this chapter, subject to any provisions in the articles

of organization or the operating agreement and section four hundred

eighteen of this article granting or withholding the management powers

or responsibilities of one or more members or classes of members.

(b) If management of a limited liability company is vested in its

members, then (i) any such member exercising such management powers or

responsibilities shall be deemed to be a manager for purposes of

applying the provisions of this chapter, unless the context otherwise

requires, and (ii) any such member shall have and be subject to all of

the duties and liabilities of a manager provided in this chapter.