48-222-101 - Meetings of members.
48-222-101. Meetings of members.
(a) Frequency Member-Managed. Unless the LLC has elected in its articles to be board-managed, meetings of members may but need not be held unless required by the articles or operating agreement. Unless otherwise provided by the articles, operating agreement or by chapters 201-248 of this title, no particular business is required to be transacted at a meeting, and any business appropriate for action by the members may be transacted at any meeting.
(b) Frequency Board-Managed. If the LLC has elected in its articles to be board-managed, unless the articles or operating agreement provide for more frequent meetings, there shall be an annual meeting of the members. At such annual meeting, the governors shall be elected and any other proper business may be conducted.
(c) Demand for Meeting. Unless otherwise provided by the articles or operating agreement, a meeting of the members of an LLC may be called by any one (1) or more of the following persons:
(1) The chief manager, the secretary or any member; or
(2) If the LLC is board-managed, in addition to those persons in subdivision (c)(1), a meeting of the members of the LLC may be called by any governor of the LLC.
(d) Calling of Meeting. The person having the authority to call a meeting under subsection (c) may call the meeting by:
(1) Giving written notice of demand to the members in accordance with § 48-222-102; or
(2) Giving written notice of demand to the secretary of the LLC who shall give such notice to the members, in accordance with § 48-222-102, at the expense of the LLC, within seven (7) days after receipt of the demand.
If the secretary fails to cause a meeting to be called and held as required by this subsection, the person making that demand may call the meeting by giving notice as required by § 48-222-102, all at the expense of the LLC. In any case, the notice of a meeting of members must be given no fewer than ten (10) days nor more than two (2) months before the meeting date.
(e) Time and Place. Meetings must be held on the date and at the time and place fixed by the person authorized by chapters 201-248 of this title or by the articles or operating agreement to call a meeting, except that a meeting called by or at the demand of any member pursuant to subsection (c) must be held in the county in which the principal executive office is located or, if there is no principal executive office, in the county in which the registered office is located unless the articles or operating agreement provide for a specific county, in or out of the state, in which such meeting must be held. A meeting by electronic conference will be deemed to be held at the principal executive office or registered office, as required by chapters 201-248 of this title or at the place properly named in the notice calling the meeting.
(f) Business Limited. Except for the annual meeting required in subsection (b) for a board-managed LLC, or as otherwise provided in the articles or operating agreement, the business transacted at a meeting is limited to the purposes stated in the notice of the meeting.
(g) Validity of Actions. The failure for any reason to hold any regularly scheduled meeting on the date stated in the articles or operating agreement does not affect the validity of any action taken by the LLC.
[Acts 1994, ch. 868, § 1; 1995, ch. 403, § 31.]