1. Direction; oversight of members. The activities and affairs of a limited liability company are under the direction, and subject to the oversight, of its members.
2. Majority of members. A matter in the ordinary course of activities of a limited liability company may be decided by a majority of the members.
3. All members. The consent of all members of a limited liability company is required to:
A. Approve a merger or conversion under subchapter 12;
B. Amend the limited liability company agreement;
C. Undertake any other act outside the ordinary course of the limited liability company's activities; or
D. Undertake, authorize or approve any other act or matter for which this chapter requires the consent of all members.
4. Without meeting; agent. Any matter requiring the consent of the members of a limited liability company may be decided without a meeting, and a member may appoint a proxy or other agent to consent or otherwise act for the member by signing an appointing record, personally or by the member's agent.
5. After dissolution, majority of members. After dissolution, a matter in the ordinary course of winding up the activities of a limited liability company may be decided by a majority of the members.
6. No entitlement to remuneration. This chapter does not entitle a member to remuneration for services performed for a limited liability company.