| (3) | In a manager-managed series, the following rules apply:
| (a) | Except as otherwise expressly provided in this chapter, any matter relating to the activities of the series is decided exclusively by the managers of the series. |
| (b) | Each series manager has equal rights in the management and conduct of the activities of the series. |
| (c) | A difference arising among managers of a series as to a matter in the ordinary course of the activities of the series shall be decided by a majority of the managers of the series. |
| (d) | Unless modified pursuant to Section 16-20-1004, the consent of all members of the series is required to:
| (i) | sell, lease, exchange, or otherwise dispose of all, or substantially all, of the series' property, with or without the goodwill, outside the ordinary course of the series' activities; |
| (ii) | approve a transaction under:
| (A) | Chapter 1a, Part 7, Merger; |
| (B) | Chapter 1a, Part 8, Interest Exchange; |
| (C) | Chapter 1a, Part 9, Conversion; or |
| (D) | Chapter 1a, Part 10, Domestication; |
|
| (iii) | undertake any other act outside the ordinary course of the series' activities; and |
| (iv) | amend the operating agreement as it pertains to the series. |
|
| (e) |
| (i) | A manager of the series may be chosen at any time by the consent of a majority of the members of the series and remains a manager of the series until a successor has been chosen, unless the series manager at an earlier time resigns, is removed, dies, or, in the case of a series manager that is not an individual, terminates. |
| (ii) | A series manager may be removed at any time by the consent of a majority of the members without notice or cause. |
|
| (f) |
| (i) | A person need not be a series member to be a manager of a series, but the dissociation of a series member that is also a series manager removes the person as a manager of the series. |
| (ii) | If a person that is both a series manager and a series member ceases to be a manager of the series, that cessation does not by itself dissociate the person as a member of the series. |
|
| (g) | A person's ceasing to be a series manager does not discharge any debt, obligation, or other liability to the series or members of the series which the person incurred while a manager of the series. |
|
