48-209-103 - Amendment by board of governors and members.
48-209-103. Amendment by board of governors and members.
(a) The board of governors of a board-managed LLC may propose one (1) or more amendments to the articles for submission to the members.
(b) For the amendment to be adopted:
(1) The board of governors shall recommend the amendment to the members, unless the board of governors determines that because of conflict of interest or other special circumstances, it should make no recommendation and communicate the basis for its determination to the members with the amendment; and
(2) The members entitled to vote on the amendment shall approve the amendment as provided in subsection (f).
(c) The board of governors may condition its submission of the proposed amendment on any basis.
(d) Notwithstanding the above, unless the articles or operating agreement provide otherwise, any member or group of members of either a board-managed or member- managed LLC entitled to call a meeting may propose an amendment to the articles and call a meeting of the members to consider such amendment.
(e) The LLC shall notify each member, whether or not entitled to vote, of the proposed members' meeting in accordance with § 48-222-102. The notice of meeting must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(f) Unless chapters 201-248 of this title, the articles, or the board of governors (acting pursuant to subsection (c)) requires a greater vote, the amendment to be adopted must be approved by a majority vote of the members entitled to vote thereon.
[Acts 1994, ch. 868, § 1; 1995, ch. 403, § 15.]