A protected series may have managers, and the section sets duties, no-duty limits, voting and derivative-action rights, and agency power for certain members and managers.
1605.2304 Management.—(1) A protected series may have one or more protected-series managers. (2) If a protected series has no associated members, the series limited liability company is the protected-series manager. (3) Section 605.2108 applies to the determination of any duties of a protected-series manager of a protected series to each of the following:(a) The protected series. (b) Any associated member of the protected series. (c) Any protected-series transferee of the protected series. (4) Solely by reason of being or acting as a protected-series manager of a protected series, a person owes no duty to any of the following:(a) The series limited liability company. (b) Another protected series of the series limited liability company. (c) Another person in that person’s capacity as:1. A member of the series limited liability company which is not an associated member of the protected series; 2. A protected-series transferee or protected-series manager of another protected series; or 3. A transferee of the series limited liability company. (5) An associated member of a protected series of a series limited liability company has the same rights as any other member of the company to vote on or consent to an amendment to the company’s operating agreement or any other matter being decided by the members, regardless of whether the amendment or matter affects the interests of the protected series or the associated member. (6) The right of a member to maintain a derivative action to enforce a right of a limited liability company pursuant to s. 605.0802 applies to each of the following:(a) An associated member of a protected series, in accordance with s. 605.2108. (b) A member of a series limited liability company, in accordance with s. 605.2108. (7) An associated member of a member-managed protected series is an agent for the protected series with power to bind the protected series to the same extent that a member of a member-managed limited liability company is an agent for the company with power to bind the company under s. 605.04074(1)(a). A protected-series manager of a manager-managed protected series is an agent for the protected series with power to bind the protected series to the same extent that a manager of a manager-managed limited liability company is an agent for the company with power to bind the company under s. 605.04074(2)(b).