§ 8942. Voting.
(a) General rule.--Subject to subsection (b), the affirmative vote or consent of a majority of the members or managers of a limited liability company entitled to vote on a matter shall be required to decide any matter to be acted upon by the members or managers.
(b) Unanimous vote required.--Except as provided in subsection (c) or in writing in the operating agreement, the affirmative vote or consent of all of the members shall be required to:
(1) amend the certificate of organization or any written provision of the operating agreement; or
(2) authorize a manager, member or other person to do any act on behalf of the company that contravenes the certificate of organization or a written provision of the operating agreement, including, without limitation, any provision that expressly limits the purpose, business or affairs of the company or the conduct thereof.
(c) Exception.--An amendment of the certificate of organization that:
(1) restates without change all of the operative provisions of the certificate of organization as theretofore in effect;
(2) changes the name or registered office of the company; or
(3) accomplishes any combination of the foregoing purposes;
is not an amendment of the certificate of organization for the purposes of subsection (b). Unless otherwise provided in writing in the operating agreement, an amendment described in this subsection may be made by the affirmative vote of a majority of the managers or, in the case of a company that is not managed by one or more managers, of a majority of the members.
(d) Changes in required vote.--
(1) The certificate of organization or a written provision of the operating agreement may provide that, whenever an applicable provision of law requires the vote or consent of a specified number or percentage of members or of a class of members for the taking of any action, a higher number or percentage of votes or consents shall be required for the action.
(2) Unless otherwise provided in the certificate of organization or a written provision of the operating agreement, whenever the certificate or agreement requires for the taking of any action by the members or a class of members a specific number or percentage of votes or consents, the provision of the certificate or agreement setting forth that requirement shall not be amended or repealed by any lesser number or percentage of votes or consents of the members or the class of members.
(3) Paragraph (2) shall not apply to a provision setting forth the right of members to act by unanimous written consent in lieu of a meeting.
(e) Procedures.--The operating agreement may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any members or managers, waiver of the notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote.
(June 22, 2001, P.L.418, No.34, eff. 60 days)
2001 Amendment. Act 34 amended subsec. (c).
Cross References. Section 8942 is referred to in section 8951 of this title.Section: Previous 8926 8931 8932 8933 8934 8935 8941 8942 8943 8944 8945 8946 8947 8948 8951 Next
Last modified: October 8, 2016