Nevada § 86.296 - Classes of members or managers; series of members

§ 86.296. Classes of members or managers; series of members

1. The articles of organization or operating agreement of a limited-liability company

may create classes of members or managers, define their relative rights, powers and

duties, and may authorize the creation, in the manner provided in the operating agreement,

of additional classes of members or managers with the relative rights, powers and

duties as may from time to time be established, including, without limitation, rights,

powers and duties senior to existing classes of members or managers. The articles of organization or operating agreement may provide that any member,

or class or group of members, has voting rights that differ from other classes or

groups. 2. The articles of organization or operating agreement of a limited-liability company

may authorize the creation of one or more series of members, or vest authority in

one or more members or managers of the company or in other persons to create one or

more series of members, including, without limitation, rights, powers and duties senior

to existing series of members. A series may be created as a limited-liability company, without the filing of articles

of organization with the Secretary of State, by the adoption of an operating agreement

by the members of the series. The operating agreement of the series may provide that any member associated with

the series has voting rights that differ from other members or series, or no voting

rights at all. A series may: (a) Have separate powers, rights or duties with respect to specified property or obligations

of the company or profits and losses associated with specified property or obligations; (b) Have a separate business purpose or investment objective; (c) Sue and be sued, complain and defend, in its own name; (d) Make contracts in its own name; (e) Purchase, take, receive, lease or otherwise acquire, own, hold, improve, use and

otherwise deal in and with real or personal property, or an interest in it, wherever

situated; and (f) Sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose

of all or any part of its property and assets. 3. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise

existing with respect to a particular series are enforceable against the assets of

that series only, and not against the assets of the company generally or any other

series, if: (a) Separate and distinct records are maintained for the series and the assets associated

with the series are held, directly or indirectly, including through a nominee or otherwise,

and accounted for separately from the other assets of the company and any other series;

and (b) The articles of organization or operating agreement provides that the debts, liabilities,

obligations and expenses incurred, contracted for or otherwise existing with respect

to a particular series are enforceable against the assets of that series only, and

not against the assets of the company generally or any other series. 4. Unless otherwise provided in the articles of organization or operating agreement,

any event described in this chapter or in the articles of organization or operating

agreement that causes a manager to cease to be a manager with respect to a series

does not, in itself, cause the manager to cease to be a manager with respect to the

company or with respect to any other series. Unless otherwise provided in the articles of organization or operating agreement,

any event described in this chapter or in the articles of organization or operating

agreement that causes a member to cease to be associated with a series does not, in

itself, cause the member to cease to be associated with any other series, terminate

the continued membership of a member in the company or cause the termination of the

series, regardless of whether the member was the last remaining member associated

with the series.