§ 18-2020. Members - Voting rights.

A.  Voting by members may be on a per capita, number, financial interest, class, group or any other basis.  Unless otherwise provided in the articles of organization or operating agreement, the members of a limited liability company vote in proportion to their respective capital interests.  Except as otherwise provided in subsection D of this section or unless the context otherwise requires, references in this act to a vote or the consent of the members mean a vote or consent of the members holding a majority of the capital interests.  The vote or consent may be evidenced in the minutes of a meeting of the members or by a written consent in lieu of a meeting.

B.  Except as otherwise provided in subsection D of this section or in the articles of organization or operating agreement, a majority vote of the members shall be required to approve the following matters:

1.  The sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the limited liability company;

2.  Merger of the limited liability company with another limited liability company or other business entity; and

3.  An amendment to the articles of organization or operating agreement.

C.  The articles of organization or operating agreement may alter the above voting rights and provide for any other voting rights of members.

D.  Unless otherwise provided in the articles of organization or a written operating agreement, the unanimous vote or consent of the members shall be required to approve the following matters:

1.  The dissolution of the limited liability company pursuant to paragraph 3 of Section 2037 of this title; or

2.  An amendment to the articles of organization or an amendment to a written operating agreement:

a.which reduces the term of the existence of the limited liability company,

b.which reduces the required vote of members to approve a dissolution, merger or sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the limited liability company,

c.which permits a member to voluntarily withdraw from the limited liability company, or

d.which reduces the required vote of members to approve an amendment to the articles of organization or written operating agreement reducing the vote previously required on the matters described in this paragraph.

E.  An operating agreement may grant to all or certain identified members or a specified class or group of the members the right to vote separately or with all or any class or group of the members or managers, on any matter.

Added by Laws 1992, c. 148, § 21, eff. Sept. 1, 1992.  Amended by Laws 1993, c. 366, § 12, eff. Sept. 1, 1993; Laws 1996, c. 226, § 23, eff. July 1, 1996; Laws 1998, c. 422, § 28, eff. Nov. 1, 1998; Laws 2004, c. 255, § 42, eff. Nov. 1, 2004.