Member or manager as agent

(1) Unless the articles of organisation of a limited liability company provide that management is vested in one or more (a) each manager is an agent of the limited liability company for the purpose of carrying on the ordinary course of limited liability company’s business; (b) a member is not an agent of the limited liability company for the purpose of its business solely by reason of being a member except to the extent that authority has been delegated to the member by the manager or by the provisions of an operating agreement. 58 (2) If the articles of organisation of a limited liability company provide that management is vested in one or more designated members, (a) each designated member is an agent of the limited liability company for the purpose of carrying on the ordinary course of company (b) the act of each designated member, including the execution in the name of the limited liability company of any instrument, in the ordinary course of business of the limited liability company, binds the limited liability company unless the acting member has in fact no authority to act for the limited liability company in the particular matter and the person with whom he is dealing has actual or constructive knowledge of the fact that the member has no such authority. (3) An act of a member or manager that is not apparently in the ordinary course of business practices or operations of the limited liability company does not bind the limited liability company unless authorised in fact by the limited liability (4) An act of any member, manager, employee, officer or other agent of a limited liability company in violation of a restriction on authority does not bind the limited liability company to persons who knew or should have known of the (5) Each member, whether acting as a member or as a (a) shall maintain Confidential Information as defined in subsection (6) of this section in confidence; (b) except as required in conducting the business and internal affairs of a limited liability company, shall not disclose Confidential Information to any third party without the authorisation of the manager; (c) shall make copies of documents and other media containing Confidential Information only for the benefit of the limited liability (d) shall use Confidential Information only for the benefit of the limited liability company; and (e) upon ceasing to be a member or manager, shall return to the limited liability company all documents and other media containing Confidential Information. (6) Confidential Information means, (a) the terms of an operating agreement of the limited liability company; provided that a member or manager may disclose those terms on a confidential basis to his or her spouse and professional advisers; (b) information that the limited liability company maintains in confidence and that has actual or potential economic value to the limited liability company because it is not generally known to others and is not readily ascertainable by them, which information shall include, without limitation, (i) financial information relating to the 60 (ii) information relating to the limited liability company’s marketing and business plans and strategies; (iii) information concerning the design and manufacturer of Company products and concerning the method of providing limited liability company services; (iv) information in company personnel files and similar files concerning company members; (v) information entrusted to the limited liability company in confidence by third parties; and (vi) information reasonably designated by the manager orally or in writing as Confidential Information. (7) Subsection (6) above shall not apply to information, (a) which enters the public domain through no fault of a member; or (b) whose disclosure is required by order of a court of competent jurisdiction or by order of