(a) The provisions of this section apply unless otherwise provided in this title or unless otherwise agreed.
Proportional voting
(b)(1) Members shall vote in proportion to their respective interests in profits of the limited liability company, as determined under § 4A-503 of this title.
(2) Decisions concerning the affairs of the limited liability company shall require the consent of members holding at least a majority of the interests in profits of the limited liability company as determined under § 4A-503 of this title.
Meetings
(c)(1) A meeting of the members may be called by the written request of members holding at least 25% of the interests in profits of the limited liability company as determined under § 4A-503 of this title.
(2)(i) Members of a limited liability company may participate in a meeting by means of conference telephone or other communications equipment or by means of remote communication, if all persons participating in the meeting:
1. Can either hear or read the proceedings of the meeting substantially concurrent with the proceedings; and
2. Have the opportunity to participate in the meeting and vote on matters submitted to the members.
(ii) Participation in a meeting by the means authorized by subparagraph (i) of this paragraph constitutes presence in person at the meeting.
Prohibited actions
(d)(1) A member may not take any of the following actions without the consent of members holding at least two-thirds of the interest in profits of the limited liability company as determined under § 4A-503 of this title:
(i) Dispose of all or substantially all of the business or property of the limited liability company;
(ii) Approve a merger as provided in § 4A-702 of this title; or
(iii) Approve a conversion as provided in § 4A-1102 of this title.
(2) A member may not take any of the following actions without the unanimous consent of the members:
(i) Institute a voluntary proceeding under the federal bankruptcy code;
(ii) Assign the property of the limited liability company in trust for creditors or on the assignee's promise to pay the debts of the limited liability company;
(iii) Alter the allocation of profit or loss to members of the limited liability company;
(iv) Alter the allocation of or the manner of computing distributions payable to members of the limited liability company; or
(v) Do any other act that would make it impossible to carry on the ordinary business of the limited liability company.
Credits
Added by Acts 1992, c. 536. Amended by Acts 2012, c. 599, § 1, eff. Oct. 1, 2012; Acts 2012, c. 600, § 1, eff. Oct. 1, 2012; Acts 2013, c. 527, § 2, eff. Oct. 1, 2013; Acts 2013, c. 528, § 2, eff. Oct. 1, 2013.
Current through legislation effective through April 9, 2023, from the 2024 Regular Session of the General Assembly. Some statute sections may be more current, see credits for details.
