(a) Notwithstanding any conflicting provision of the certificate of formation of a limited liability company or the certificate of registered series, the governing authority of a protected series or registered series consists of the managers or members associated with the protected series or registered series as provided in the company agreement.
(b) If the company agreement does not provide for the governing authority of the protected series or registered series, the governing authority of the protected series or registered series consists of:
(1) the managers associated with the protected series or registered series, if the company's certificate of formation states that the company has one or more managers; or
(2) the members associated with the protected series or registered series, if the company's certificate of formation does not provide that the company has managers.