§ 401. Management of the limited liability company by members. (a)
Unless the articles of organization provides for management of the
limited liability company by a manager or managers or a class or classes
of managers, management of the limited liability company shall be vested
in its members who shall manage the limited liability company in
accordance with this chapter, subject to any provisions in the articles
of organization or the operating agreement and section four hundred
eighteen of this article granting or withholding the management powers
or responsibilities of one or more members or classes of members.

(b) If management of a limited liability company is vested in its
members, then (i) any such member exercising such management powers or
responsibilities shall be deemed to be a manager for purposes of
applying the provisions of this chapter, unless the context otherwise
requires, and (ii) any such member shall have and be subject to all of
the duties and liabilities of a manager provided in this chapter.