§ 609. Liability of members, managers and agents. (a) Neither a member
of a limited liability company, a manager of a limited liability company
managed by a manager or managers nor an agent of a limited liability
company (including a person having more than one such capacity) is
liable for any debts, obligations or liabilities of the limited
liability company or each other, whether arising in tort, contract or
otherwise, solely by reason of being such member, manager or agent or
acting (or omitting to act) in such capacities or participating (as an
employee, consultant, contractor or otherwise) in the conduct of the
business of the limited liability company.

(b) Notwithstanding the provisions of subdivision (a) of this section,
all or specified members of a limited liability company may be liable in
their capacity as members for all or specified debts, obligations or
liabilities of a limited liability company if (l) a statement to such
effect is specifically contained in the articles of organization of the
limited liability company and (2) any such member so liable shall have
(i) specifically consented in writing (A) to the adoption of such
provisions or (B) to be bound by such provision or (ii) specifically
voted for the adoption of such provision. The absence of either such
statement in the articles of organization or such consent or vote of any
such member shall in no way affect or impair the ability of a member to
act as a guarantor or a surety for, provide collateral for or otherwise
be liable for, the debts, obligations or liabilities of a limited
liability company as authorized pursuant to section six hundred eleven
of this article.

(c) Notwithstanding the provisions of subdivisions (a) and (b) of this
section, the ten members with the largest percentage ownership interest,
as determined as of the beginning of the period during which the unpaid
services referred to in this section are performed, of every domestic
limited liability company, or of any foreign limited liability company,
when the unpaid services were performed in the state, shall jointly and
severally be personally liable for all debts, wages or salaries due and
owing to any of its laborers, servants or employees, for services
performed by them for such limited liability company. Before such
laborer, servant or employee shall charge such member for such services,
he or she shall give notice in writing to such member that he or she
intends to hold such member liable under this section. Such notice shall
be given within one hundred eighty days after termination of such
services. An action to enforce such liability shall be commenced within
ninety days after the return of an execution unsatisfied against the
limited liability company upon a judgment recovered against it for such
services. A member who has paid more than his or her pro rata share
under this section shall be entitled to contribution pro rata from the
other members liable under this section with respect to the excess so
paid, over and above his or her pro rata share, and may sue them jointly
or severally or any number of them to recover the amount due from them.
Such recovery may be had in a separate action. As used in this
subdivision, "pro rata" means in proportion to percentage ownership
interest. Before a member may claim contribution from other members
under this section, he or she shall give them notice in writing that he
or she intends to hold them so liable to him or her.

(d) For the purposes of this section, wages or salaries shall mean all
compensation and benefits payable by an employer to or for the account
of the employee, servant or laborer, for services performed by them for
such limited liability company. These shall specifically include but not
be limited to salaries, overtime, vacation, holiday and severance pay;
employer contributions to or payments of insurance or welfare benefits;
employer contributions to pension or annuity funds; and any other moneys
properly due or payable for services rendered by such employee, servant
or laborer, including any concomitant liquidated damages, penalties,
interest, attorneys' fees or costs.