Guam § 15115 - (E). Appointment of Officers; Authority of Signing

§ 15115. (E). Appointment of Officers; Authority of Signing

Officers in Documents.

(a) A written operating agreement may provide for the

appointment of officers, including, without limitation, a

chairperson or a president, or both, a secretary, a chief financial

officer, and any other officers with such titles, powers, and

duties as shall be specified in the articles of organization or

operating agreement, or determined by the managers or

members. An officer may, but need not, be a member or manager

of the limited liability company, and any number of offices may

be held by the same person.

(b) Officers, if any, shall be appointed in accordance with

the written operating agreement or, if no such provision is made

in the operating agreement, any officers shall be appointed by

the managers and shall serve at the pleasure of the managers,

subject to the rights, if any, of an officer under any contract of

employment. Any officer may resign at any time upon written

notice to the limited liability company without prejudice to the

rights, if any, of the limited liability company under any contract

to which the officer is a party.

(c) 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 the chairman of the board, the president or any

vice president, and any secretary, any assistant secretary, the

chief financial officer, or any assistant treasurer of the limited

liability company, is not invalidated as to the limited liability

company by any lack of authority of the signing officers in the

absence of actual knowledge on the part of the other person that

the signing officers had no authority to execute the same.