§ 7-16-21 - Voting rights of members.
SECTION 7-16-21
§ 7-16-21 Voting rights of members. –(a) Unless otherwise provided in the articles of organization or operatingagreement, the members of a limited liability company, to the extent theirmembership interests have not been assigned, are entitled to vote in proportionto the capital value of the membership interests which have not been assigned.
(b) Unless otherwise provided in the articles of organizationor operating agreement, the affirmative vote of members entitled to vote,representing a majority of the capital values of all membership interests whichhave not been assigned, are required to approve the following matters:
(1) The dissolution and winding up of the limited liabilitycompany;
(2) The sale, exchange, lease, mortgage, pledge or othertransfer of all or substantially all of the assets of the limited liabilitycompany;
(3) The merger or consolidation of the limited liabilitycompany with another person; and
(4) A transaction involving an actual or potential conflictof interest between a manager and the limited liability company;
(5) An amendment to the articles of organization or operatingagreement; and
(6) Any restatement of the articles of organization whichincludes an additional amendment.
(c) Any action required or permitted to be taken by themembers or managers by this chapter, the articles of organization or operatingagreement may be taken without a meeting if all the members entitled to vote orall the managers consent to it in writing.
(d) Except as otherwise provided in the articles oforganization or operating agreement and except for actions pursuant tosubsection (b)(1), (2), and (3) of this section, any action required orpermitted to be taken by vote of the members may be taken without a meeting onthe written consent of less than all the members entitled to vote on it, if themembers who consent would be entitled to cast at least the minimum number ofvotes which would be required to take the action at a meeting at which allmembers entitled to vote on it are present.
(2) Prompt notice of the action shall be given to all memberswho would have been entitled to vote on the action if the meeting were held.
(e) Any action taken pursuant to this section has the sameeffect for all purposes as if the action had been taken at a meeting of themembers.
(f) The articles of organization or operating agreement mayprovide for any other voting rights of members.