Guam § 15115 - (H). Member as Agent of Company Unless Other-

§ 15115. (H). Member as Agent of Company Unless Other-

wise Provided; Manager as Agent.

(a) Unless the statement referred to in subdivision (b) of

Subsection 15115 (B) is included in the articles of organization,

every member is an agent of the limited liability company for the

purpose of its business or affairs, and the act of any member,

including, but not limited to, the execution in the name of the

limited liability company of any instrument, for the apparent

purpose of carrying on in the usual way the business or affairs of

the limited liability company of which that person is a member,

binds the limited liability company, unless the member so acting

has, in fact, no authority to act for the limited liability company

in the particular matter, and the person with whom the member is

dealing has actual knowledge of the fact that the member has no

such authority.

(b) If the articles of organization contain the statement

referred to in subdivision (b) of Subsection 15115 (B) that

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management of the limited liability company is vested in a

manager or managers, then:

(1) No member, acting solely in the capacity of a

member, is an agent of the limited liability company nor can

any member bind, nor execute any instrument on behalf of,

the limited liability company.

(2) Every manager is an agent of the limited liability

company for the purpose of its business or affairs, and the

act of any manager, including, but not limited to, the

execution in the name of the limited liability company of

any instrument, for apparently carrying on in the usual way

the business or affairs of the limited liability company of

which the person is the manager, binds the limited liability

company, unless the manager so acting has, in fact, no

authority to act for the limited liability company in the

particular matter, and the person with whom the manager is

dealing has actual knowledge of the fact that the manager

has no such authority.

(c) No act of a manager or member in contravention of a

restriction on authority shall bind the limited liability company

to persons having actual knowledge of the restriction.

(d) Notwithstanding the provisions of subdivision (c) of this

section, and subject to the provisions of this Chapter, any note,

mortgage, evidence of indebtedness, contract, certificate, state-

ment, conveyance, or other instrument in writing, and any

assignment or endorsement thereof, executed or entered into

between any limited liability company and any other person,

when signed by at least two managers (or by one manager in the

case of a limited liability company whose articles of organization

state that it is managed by only one manager), is not invalidated

as to the limited liability company by any lack of authority of the

signing managers or manager in the absence of actual knowledge

on the part of the other person that the signing managers or

manager had no authority to execute the same.