35-8-303. Limited liability company charged with knowledge of or notice to member or manager. (1) Except as provided in subsection (2), notice to a member of any matter relating to the business or affairs of the limited liability company and the knowledge of the member acting in the particular matter, acquired while a member or of which the member had knowledge at the time of becoming a member, and the knowledge of any other member who reasonably could and should have communicated it to the acting member operate as notice to or knowledge of the limited liability company, except in the case of a fraud on the limited liability company committed by or with the consent of that member.
     (2) If the articles of organization provide that management of the limited liability company is vested in a manager or managers:
     (a) notice to a manager of any matter relating to the business or affairs of the limited liability company and the knowledge of the manager acting in the particular matter, acquired while a manager or of which the manager had knowledge at the time of becoming a manager, and the knowledge of any other manager who reasonably could and should have communicated it to the acting manager operate as notice to or knowledge of the limited liability company, except in the case of a fraud on the limited liability company committed by or with the consent of that manager; and
     (b) notice to or knowledge of a member of a limited liability company while the member is acting solely in the capacity as a member is not notice to or knowledge of the limited liability company.

     History: En. Sec. 22, Ch. 120, L. 1993.