reglab/housing_qa huggingface dataset:
KS Stat § 17-7676a (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|17-7676a Execution by agent; power of attorney or proxy.

17-7676a. Execution by agent; power of attorney or proxy. (a) Unless otherwise provided in an operating agreement, any person may enter into an operating agreement or amendment thereof by an agent, including an attorney-in-fact. An authorization, including a power of attorney, to enter into an operating agreement or amendment thereof need not be in writing, need not be sworn to, verified or acknowledged.(b) For all purposes of the laws of the state of Kansas, unless otherwise provided in an operating agreement, a power of attorney or proxy with respect to a limited liability company granted to any person shall be irrevocable if it states that it is irrevocable and it is coupled with an interest sufficient in law to support an irrevocable power or proxy. Such irrevocable power of attorney or proxy, unless otherwise provided therein or in an operating agreement, shall not be affected by subsequent death, disability, incapacity, dissolution, termination of existence or bankruptcy of, or any other event concerning, the principal. A power of attorney or proxy with respect to matters relating to the organization, internal affairs or termination of a limited liability company or granted by a person as a member or an assignee of a limited liability company interest or by a person seeking to become a member or an assignee of a limited liability company interest and, in either case, granted to the limited liability company, a manager or member thereof, or any of their respective officers, directors, managers, members, partners, trustees, employees or agents shall be deemed coupled with an interest sufficient in law to support an irrevocable power or proxy. The provisions of this subsection shall not be construed to limit the enforceability of a power of attorney or proxy that is part of an operating agreement.History: L. 2019, ch. 47, § 1; July 1.
KS Stat § 17-7677 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|17-7677 Execution by judicial order.

17-7677. Execution by judicial order. If a person required to execute an operating agreement or amendment thereof fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the district court to direct the execution of the operating agreement or amendment thereof. If the court finds that the operating agreement or amendment thereof should be executed and that any person required to execute the operating agreement or amendment thereof has failed or refused to do so, it shall enter an order granting appropriate relief.History: L. 1999, ch. 119, § 16; L. 2014, ch. 40, § 13; L. 2015, ch. 65, § 7; July 1.Section was amended twice in the 2014 session, see also 17-7677a.Section was amended twice in the 2015 session, see also 17-7677b.
KS Stat § 17-7679 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|17-7679 Notice.

17-7679. Notice. The fact that articles of organization, or amendments thereto, are on file with the secretary of state is notice that the entity formed in connection with the filing of the articles of organization is a limited liability company formed under the laws of the state of Kansas and is notice of all other facts set forth therein which are required to be set forth in articles of organization by K.S.A. 17-7673(a)(1), (a)(2), (a)(4) and (a)(5), and amendments thereto, and K.S.A. 2021 Supp. 17-76,143(b) and 17-76,149, and amendments thereto. The fact that a certificate of designation is on file in the office of the secretary of state is notice that the series named in such certificate of designation has been formed pursuant to K.S.A. 2021 Supp. 17-76,143, and amendments thereto, and is notice of all other facts set forth therein, which are required to be set forth in a certificate of designation by K.S.A. 2021 Supp. 17-76,143(d), and amendments thereto.History: L. 1999, ch. 119, § 18; L. 2014, ch. 40, § 15; L. 2019, ch. 47, § 18; L. 2019, ch. 47, § 19; July 1, 2020.
KS Stat § 17-7682 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|17-7682 Contractual appraisal rights.

17-7682. Contractual appraisal rights. An operating agreement or an agreement of merger or consolidation may provide that contractual appraisal rights with respect to a limited liability company interest or another interest in a limited liability company shall be available for any class, group or series of members or limited liability company interests in connection with any amendment of an operating agreement, any merger or consolidation in which the limited liability company is a constituent party to the merger or consolidation, or the sale of all or substantially all of the limited liability company's assets. The district court shall have jurisdiction to hear and determine any matter relating to any such appraisal rights.History: L. 1999, ch. 119, § 21; L. 2012, ch. 50, § 3; L. 2014, ch. 40, § 18; July 1.
KS Stat § 17-7688 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|17-7688 Liability to third parties.

17-7688. Liability to third parties. (a) Except as otherwise provided by this act, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company, and no member or manager of a limited liability company shall be obligated personally for any such debt, obligation or liability of the limited liability company solely by reason of being a member or acting as a manager of the limited liability company.(b) Notwithstanding the provisions of subsection (a), under an operating agreement or under another agreement, a member or manager may agree to be obligated personally for any or all of the debts, obligations and liabilities of the limited liability company.History: L. 1999, ch. 119, § 27; L. 2014, ch. 40, § 22; July 1.
KS Stat § 17-7689 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|17-7689 Events; ceasing membership of a limited liability company.

17-7689. Events; ceasing membership of a limited liability company. A person ceases to be a member of a limited liability company upon the happening of any of the following events:(a) Unless otherwise provided in an operating agreement, or with the consent or approval of all members, a member:(1) Makes an assignment for the benefit of creditors;(2) files a voluntary petition in bankruptcy;(3) is adjudged a bankrupt or insolvent, or has entered against the member an order for relief, in any bankruptcy or insolvency proceeding;(4) files a petition or answer seeking for the member any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;(5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the member in any proceeding of this nature;(6) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the member or of all or any substantial part of the member's properties; or(b) unless otherwise provided in an operating agreement, or with the consent or approval of all members, 120 days after the commencement of any proceeding against the member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without the member's consent or acquiescence of a trustee, receiver or liquidator of the member or of all or any substantial part of the member's properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated.History: L. 1999, ch. 119, § 28; L. 2014, ch. 40, § 23; L. 2019, ch. 47, § 24; July 1.
KS Stat § 17-7691 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|17-7691 Remedies for breach of operating agreement by member.

17-7691. Remedies for breach of operating agreement by member. An operating agreement may provide that:(a) A member who fails to perform in accordance with, or to comply with the terms and conditions of, the operating agreement shall be subject to specified penalties or specified consequences; and(b) at the time or upon the happening of events specified in the operating agreement, a member shall be subject to specified penalties or specified consequences.Such specified penalties or specified consequences may include and take the form of any penalty or consequence set forth in subsection (c) of K.S.A. 17-76,100, and amendments thereto.History: L. 1999, ch. 119, § 30; L. 2014, ch. 40, § 25; July 1.
KS Stat § 17-7692 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|17-7692 Admission of managers.

17-7692. Admission of managers. A person may be named or designated as a manager of the limited liability company as provided in K.S.A. 17-7663, and amendments thereto.History: L. 1999, ch. 119, § 31; January 1, 2000.
KS Stat § 17-7693 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|17-7693 Management of limited liability company.

17-7693. Management of limited liability company.  Unless otherwise provided in an operating agreement, the management of a limited liability company shall be vested in its members in proportion to the then current percentage or other interest of members in the profits of the limited liability company owned by all of the members, the decision of members owning more than 50% of the then current percentage or other interest in the profits controlling, except that if an operating agreement provides for the management, in whole or in part, of a limited liability company by a manager, the management of the limited liability company, to the extent so provided, shall be vested in the manager who shall be chosen in the manner provided in the operating agreement. The manager shall also hold the offices and have the responsibilities accorded to the manager by or in the manner provided in an operating agreement. Subject to K.S.A. 17-76,105, and amendments thereto, a manager shall cease to be a manager as provided in an operating agreement. A limited liability company may have more than one manager.History: L. 1999, ch. 119, § 32; L. 2014, ch. 40, § 26; July 1.
KS Stat § 17-7694 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|17-7694 Contributions by a manager.

17-7694. Contributions by a manager. A manager of a limited liability company may make contributions to the limited liability company and share in the profits and losses of, and in distributions from, the limited liability company as a member. A person who is both a manager and a member has the rights and powers, and is subject to the restrictions and liabilities, of a manager and, except as provided in an operating agreement, also has the rights and powers, and is subject to the restrictions and liabilities, of a member to the extent of the manager's participation in the limited liability company as a member.History: L. 1999, ch. 119, § 33; January 1, 2000.
KS Stat § 17-7696 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|17-7696 Remedies for breach of operating agreement by manager.

17-7696. Remedies for breach of operating agreement by manager. An operating agreement may provide that:(a) A manager who fails to perform in accordance with, or to comply with the terms and conditions of, the operating agreement shall be subject to specified penalties or specified consequences; and(b) at the time or upon the happening of events specified in the operating agreement, a manager shall be subject to specified penalties or specified consequences.History: L. 1999, ch. 119, § 35; January 1, 2000.
KS Stat § 17-7697 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|17-7697 Reliance on reports and information by member, manager or liquidating trustee.

17-7697. Reliance on reports and information by member, manager or liquidating trustee. A member, manager or liquidating trustee of a limited liability company shall be fully protected in relying in good faith upon the records of the limited liability company and upon information, opinions, reports or statements presented by another manager, member or liquidating trustee, an officer or employee of the limited liability company, or committees of the limited liability company, members or managers, or by any other person as to matters the member, manager or liquidating trustee reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the limited liability company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the limited liability company, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the limited liability company or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to members or creditors might properly be paid.History: L. 1999, ch. 119, § 36; L. 2014, ch. 40, § 28; July 1.
KS Stat § 17-7698 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|17-7698 Delegation of rights and powers to manage.

17-7698. Delegation of rights and powers to manage. Unless otherwise provided in the operating agreement, a member or manager of a limited liability company has the power and authority to delegate to one or more other persons any or all of the member's or manager's, as the case may be, rights, powers and duties to manage and control the business and affairs of the limited liability company. Any such delegation may be to agents, officers and employees of a member or manager or the limited liability company, and by a management agreement or another agreement with, or otherwise to, other persons. Unless otherwise provided in the operating agreement, such delegation by a member or manager shall be irrevocable if it states that it is irrevocable. Unless otherwise provided in the operating agreement, such delegation by a member or manager of a limited liability company shall not cause the member or manager to cease to be a member or manager, as the case may be, of the limited liability company or cause the person to whom any such rights, powers and duties have been delegated to be a member or manager, as the case may be, of the limited liability company. No other provision of the Kansas revised limited liability company act shall be construed to restrict a member's or manager's power and authority to delegate any or all of its rights, powers, and duties to manage and control the business and affairs of the limited liability company.History: L. 1999, ch. 119, § 37; L. 2014, ch. 40, § 29; L. 2019, ch. 47, § 27; July 1.
KS Stat § 17-7699 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|17-7699 Form of contribution.

17-7699. Form of contribution. The contribution of a member to a limited liability company may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.History: L. 1999, ch. 119, § 38; January 1, 2000.
KS Stat § 17-76,100 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|17-76,100 Liability for contribution.

17-76,100. Liability for contribution. (a) Except as provided in an operating agreement, a member is obligated to a limited liability company to perform any promise to contribute cash or property or to perform services, even if the member is unable to perform because of death, disability or any other reason. If a member does not make the required contribution of property or services, the member is obligated at the option of the limited liability company to contribute cash equal to that portion of the agreed value, as stated in the records of the limited liability company, of the contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited liability company may have against such member under the operating agreement or applicable law.(b) Unless otherwise provided in an operating agreement, the obligation of a member to make a contribution or return money or other property paid or distributed in violation of this act may be compromised only by consent of all the members. Notwithstanding the compromise, a creditor of a limited liability company who extends credit, after the entering into of an operating agreement or an amendment thereto which, in either case, reflects the obligation, and before the amendment thereof to reflect the compromise, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a member to make a contribution or return. A conditional obligation of a member to make a contribution or return money or other property to a limited liability company may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by such member. Conditional obligations include contributions payable upon a discretionary call of a limited liability company prior to the time the call occurs.(c) An operating agreement may provide that the interest of any member who fails to make any contribution that the member is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing or eliminating the defaulting member's proportionate interest in a limited liability company, subordinating the member's limited liability company interest to that of nondefaulting members, a forced sale of that limited liability company interest, forfeiture of the defaulting member's limited liability company interest, the lending by other members of the amount necessary to meet the defaulting member's commitment, a fixing of the value of the defaulting member's limited liability company interest by appraisal or by formula and redemption or sale of the limited liability company interest at such value, or other penalty or consequence.History: L. 1999, ch. 119, § 39; L. 2014, ch. 40, § 30; July 1.
KS Stat § 17-76,101 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|17-76,101 Allocation of profits and losses.

17-76,101. Allocation of profits and losses. The profits and losses of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in an operating agreement. If the operating agreement does not so provide, profits and losses shall be allocated on the basis of the agreed value (as stated in the records of the limited liability company) of the contributions made by each member to the extent they have been received by the limited liability company and have not been returned.History: L. 1999, ch. 119, § 40; January 1, 2000.
KS Stat § 17-76,102 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|17-76,102 Allocation of distributions.

17-76,102. Allocation of distributions. Distributions of cash or other assets of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in an operating agreement. If the operating agreement does not so provide, distributions shall be made on the basis of the agreed value (as stated in the records of the limited liability company) of the contributions made by each member to the extent they have been received by the limited liability company and have not been returned.History: L. 1999, ch. 119, § 41; January 1, 2000.
KS Stat § 17-76,103 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|17-76,103 Defense of usury not available.

17-76,103. Defense of usury not available. No obligation of a member or manager of a limited liability company to the limited liability company, or to a member or manager of the limited liability company, arising under the operating agreement or a separate agreement or writing, and no note, instrument or other writing evidencing any such obligation of a member or manager, shall be subject to the defense of usury, and no member or manager shall interpose the defense of usury with respect to any such obligation in any action.History: L. 1999, ch. 119, § 42; L. 2014, ch. 40, § 31; July 1.
KS Stat § 17-76,104 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|17-76,104 Interim distributions.

17-76,104. Interim distributions. Except as provided in K.S.A. 17-76,104 through 17-76,110, and amendments thereto, to the extent and at the times or upon the happening of the events specified in an operating agreement, a member is entitled to receive from a limited liability company distributions before the member's resignation from the limited liability company and before the dissolution and winding up thereof.History: L. 1999, ch. 119, § 43; L. 2014, ch. 40, § 32; July 1.
KS Stat § 17-76,105 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|17-76,105 Resignation of manager.

17-76,105. Resignation of manager. A manager may resign as a manager of a limited liability company at the time or upon the happening of events specified in an operating agreement and in accordance with the operating agreement. An operating agreement may provide that a manager shall not have the right to resign as a manager of a limited liability company. Notwithstanding that an operating agreement provides that a manager does not have the right to resign as a manager of a limited liability company, a manager may resign as a manager of a limited liability company at any time by giving written notice to the members and other managers. If the resignation of a manager violates an operating agreement, in addition to any remedies otherwise available under applicable law, a limited liability company may recover from the resigning manager damages for breach of the operating agreement and offset the damages against the amount otherwise distributable to the resigning manager.History: L. 1999, ch. 119, § 44; L. 2014, ch. 40, § 33; July 1.