New York Limited Liability Company Law Article 4 - MANAGEMENT BY MEMBERS OR MANAGERS

  • 401 - Management of the Limited Liability Company by Members.
    (a) Unless the articles of organization provides for management of the limited liability company by a manager or managers or a class or classes of...
  • 402 - Voting Rights of Members.
    (a) Except as provided in the operating agreement, in managing the affairs of the limited liability company, electing managers or voting on any other matter...
  • 403 - Meetings of Members.
    Except as provided in the operating agreement, a limited liability company shall hold meetings of members annually. Meetings of members may be held at a...
  • 404 - Quorum of Members.
    (a) Except as provided in the operating agreement, a majority in interest of the members entitled to vote shall constitute a quorum at a meeting...
  • 405 - Notice of Meetings of Members.
    (a) Except as provided in the operating agreement, whenever under the provisions of this chapter members are required or permitted to take any action by...
  • 406 - Waiver of Notice.
    Except as provided in the operating agreement, notice of meeting need not be given to any member who submits a signed waiver of notice, in...
  • 407 - Action by Members Without a Meeting.
    (a) Whenever under this chapter members of a limited liability company are required or permitted to take any action by vote, except as provided in...
  • 408 - Management by Managers.
    (a) If the articles of organization provides that the management of the limited liability company shall be vested in a manager or managers or class...
  • 409 - Duties of Managers.
    (a) A manager shall perform his or her duties as a manager, including his or her duties as a member of any class of managers,...
  • 410 - Qualification of Managers.
    (a) Unless otherwise provided in the operating agreement, a manager may, but need not, be a member of the limited liability company. (b) The operating...
  • 411 - Interested Managers.
    (a) No contract or other transaction between a limited liability company and one or more of its managers, or between a limited liability company and...
  • 412 - Agency of Members or Managers.
    (a) Unless the articles of organization of a limited liability company provide that management shall be vested in a manager or managers, every member is...
  • 413 - Election and Term of Managers.
    (a) Except as provided in the operating agreement, if the articles of organization provides that management shall be vested in one or more managers, the...
  • 414 - Removal or Replacement of Managers.
    Except as provided in the operating agreement, any or all managers of a limited liability company may be removed or replaced with or without cause...
  • 415 - Resignation of Managers.
    Except as provided in the operating agreement, a manager may resign at any time by giving written notice to the limited liability company; provided, however,...
  • 416 - Vacancies.
    (a) Except as provided in the operating agreement, if management of the limited liability company is vested in a group of managers, any vacancies occurring...
  • 417 - Operating Agreement.
    (a) Subject to the provisions of this chapter, the members of a limited liability company shall adopt a written operating agreement that contains any provisions...
  • 418 - Classes and Voting of Members.
    (a) The articles of organization of a limited liability company may provide for classes or groups of members having such relative rights, powers, preferences and...
  • 419 - Classes and Voting of Managers.
    (a) The articles of organization of a limited liability company may provide for classes or groups of managers having such relative rights, powers, preferences and...
  • 420 - Indemnification.
    Subject to the standards and restrictions, if any, set forth in its operating agreement, a limited liability company may, and shall have the power to,...

Last modified: February 3, 2019