[WSBAPT] Effect of LLC Member Appointing Agent using POA

[Matt Yates]

I am going to put this out to the Business Section listserve as well but I thought I would try here.  I have an LLC client with five members.  One of the members has given a limited power of attorney to her husband (not a member) listing mostly the powers enumerated in the statute when it comes to dealing with the LLC.  Another two Members who are husband and wife now want other Member's husband to act as their agent as well.  I certainly acknowledge the powers granted under 11.125.310 but it sure feels like an end run around the operating agreement.  The operating agreement at issue makes transfers NOT consented to by the other members transfers of financial interests only.  It seems like the POA allows for a non-member to act like a member all respects.

Has anyone encountered this before?


Matthew D. Yates
Attorney at Law
Yates Marshall, PLLC
10000 NE 7th Avenue, Suite 200
Vancouver, WA 98685
Phone: (360) 449-6100
Fax: (360) 449-6111
matt at yatesmarshall.com<mailto:matt at yatesmarshall.com> (New Email Address)
www.yatesmarshall.com

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