(a)
(1) Only the holders of common stock, through the board of directors, shall manage the affairs of a corporation.
(2) Only holders of units of interest in a limited liability company shall manage the affairs of a limited liability company.
(3) Each holder of common stock or each holder of a unit of interest in the limited liability company shall be entitled to one (1) vote, in person or by proxy, for each share of common stock or each unit of interest held by him or her and, in voting for the directors or management committee of the company, shall be entitled to exercise the right of cumulative voting.
(b) (1) (A) In the event of the transfer of shares of common stock or units of interest, whether by act of the holder or by operation of law, the name or names of the proposed transferees shall be submitted to the directors of the corporation or to the management committee of the limited liability company and the directors or the management committee may refuse to approve the transfer, in which event the company shall have the option to purchase the shares of common stock or the units of interest at par or stated value.
(B) Shares of common stock or units of interest so purchased shall be cancelled, and shares or units in lieu thereof may be reissued and sold by the company.
(2) In the event that the directors or the management committee do not purchase the shares of common stock or the units of interest subject to transfer, the shares of common stock or the units of interest then may be transferred without the approval of the directors or the management committee.
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