17-29-702. The person shall provide for the claims and

17-29-702. The person shall provide for the claims and obligations of the series and distribute the assets of the series as provided in W.S. 17-29-708. Actions taken in accordance with this subsection shall not affect the liability of members and shall not impose liability on a liquidating trustee appointed in accordance with this subsection. Notwithstanding W.S. 17-29-702, the following persons may wind up the affairs of a series:

(i) A manager of the series who has not wrongfully terminated the series;

(ii) If the series has no manager who qualifies under paragraph (i) of this subsection, the members of the series or a person approved by the members;

(iii) The members who own more than fifty (50%) percent of the interests in the profits of the series;  (iv) On application of a member or manager of the series or any personal representative or assignee of the member or manager, and upon cause shown, a court or a liquidating trustee appointed by the court.

(n) A foreign limited liability company doing business in this state and governed by an operating agreement that establishes or provides for the establishment of one (1) or more designated series of members, managers, transferable interests or assets shall state the following on its certificate of authority:

(i) That the operating agreement of the foreign limited liability company establishes or provides for the establishment of series having separate rights, powers or duties with respect to specified property or obligations of the foreign limited liability company or profits and losses associated with specified property or obligations;

(ii) If any of the debts, obligations or other liabilities of any particular series, whether arising in contract, tort or otherwise, shall be enforceable against the assets of the particular series only and not against the assets of the foreign limited liability company generally or any other series thereof;

(iii) If any of the debts, obligations or other liabilities of the foreign limited liability company generally or any other series thereof, whether arising in contract, tort or otherwise, shall be enforceable against the assets of the particular series.

(o) The secretary of state shall charge and collect fees from limited liability companies and foreign limited liability companies establishing one (1) or more series in the amount of ten dollars ($10.00) per series designated or established under this section.

ARTICLE 3 - RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH LIMITED LIABILITY COMPANY

17-29-301. No agency power of member as member.

(a) A member is not an agent of a limited liability company solely by reason of being a member.  (b) A person's status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person's conduct.

17-29-302. Statement of authority.

(a) A limited liability company may deliver to the secretary of state for filing a statement of authority. The statement:

(i) Shall include the name of the company and the street and mailing addresses of its designated office;

(ii) With respect to any position that exists in or with respect to the company, may state the authority, or limitations on the authority, of all persons holding the position to:

(A) Execute an instrument transferring real property held in the name of the company; or

(B) Enter into other transactions on behalf of, or otherwise act for or bind, the company; and

(iii) May state the authority, or limitations on the authority, of a specific person to:

(A) Execute an instrument transferring real property held in the name of the company; or

(B) Enter into other transactions on behalf of, or otherwise act for or bind, the company.

(b) To amend or cancel a statement of authority filed by the secretary of state under W.S. 17-29-205(a), a limited liability company shall deliver to the secretary of state for filing an amendment or cancellation stating:

(i) The name of the company;

(ii) The street and mailing addresses of the company's designated office;

(iii) The caption of the statement being amended or cancelled and the date the statement being affected became effective; and  (iv) The contents of the amendment or a declaration that the statement being affected is cancelled.

(c) A statement of authority affects only the power of a person to bind a limited liability company to persons that are not members.

(d) Subject to subsection (c) of this section and W.S.