79-29-304 - Classes and voting.
§ 79-29-304. Classes and voting.
(1) Unless otherwise provided in the certificate of formation or limited liability company agreement, each member of a limited liability company shall be entitled to one (1) vote on any matter entitled to be voted on by the members.
(2) Unless otherwise provided in this chapter, in the certificate of formation or the limited liability company agreement, any action required or permitted to be taken by the members of a limited liability company may be taken upon a majority vote of all of the members.
(3) A certificate of formation or limited liability company agreement may provide for classes or groups of members having such relative rights, powers and duties as may be provided therein, and may make provision for the future creation in the manner provided therein of additional classes or groups of members having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of members.
(4) The certificate of formation or limited liability company agreement may grant to all or certain identified members or a specified class or group of the members the right to vote (on a per capita or any other basis) separately or with all or any class or group of the members, on any matter.
(5) A certificate of formation or limited liability company agreement may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any members, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.
Sources: Laws, 1994, ch. 402, § 25, eff from and after July 1, 1994.