Emergency manager

(1) Upon the happening of any event of duress or any of the events listed in subsection (2) of this section, the manager or managers who reside in or are domiciled in a given country shall be automatically and immediately removed from office with no powers, authorities or benefits held by the managers so removed. (2) The enumerated events referred to in subsection (1) of this section are as follows: war, invasion, or revolution; confiscation or expropriation of assets, either with or without compensation; the mandatory liquidation or dissolution of existing managers; the mandatory replacement of existing managers or the placing of limitations on the powers of 64 managers other than in accordance with the terms or provisions hereof or of a management agreement or operating agreement; devaluation or inconvertibility of the currency in which company assets are held; serious governmental threat to the ownership or free transfer of private property by citizens of the jurisdiction in which the manager or majority of managers reside; the threat of or the actual suspension or abrogation in whole or in part of the operating agreement of the limited liability company; compulsory conversion of the company assets into the currency of the jurisdiction in which the manager or majority of managers reside; the threat of or the actual compulsion of the managers to sell, transfer or otherwise dispose of company assets in a manner inconsistent with the terms and provisions of the operating agreement of the company or this Act. (3) The removal of the managers pursuant to the powers given in this section shall be effective immediately upon notice of any precipitating event given to the managers so removed. (4) If, immediately before a manager ceases to be a manager for any reason, there was more than one manager, the remaining manager or managers may carry on the business of the company without replacement or the remaining manager or managers may ask the members to elect a successor. If at any time there is no manager, the members shall promptly elect a successor. (5) A successor manager shall be appointed by a vote of a majority of the members as soon as practicable. In the event every member is unable or unwilling to vote or is acting under an event of duress or not of his or its own free will, the registered agent shall become the manager. (6) Notwithstanding any other provision of this Act or of a limited liability company operating agreement or management agreement, no manager, member or other person having authority, dominion or control over the limited liability company property shall honour or carry out any instruction, order or request, including a revocation, termination, modification or amendment of the operating agreement or management agreement, where such instruction is made, or which appears to be made, by such person, under pressure, force, duress or compulsion, including any instrument, order, injunction, decree, or request made by, or pursuant to, any judgment, order or instruction of any court, tribunal, government office or agency outside the jurisdiction of Belize. (7) A registered agent who becomes a manager by operation of this section may be paid a reasonable fee for his services as manager. (8) A registered agent who becomes a manager by operation of this section may appoint a new successor or manager at such time and on such conditions as he may choose, after conferring with the members. If the company has a succession committee, then the registered agent shall appoint as the successor manager or managers one or more of the members of succession committee unless, to do so, would expose the company to an event of duress.