§ 7-16-21. Voting rights of members. (a) Unless otherwise provided in the articles of organization or operating agreement, the members of a limited-liability company, to the extent their membership interests have not been assigned, are entitled to vote in proportion to the capital value of the membership interests that have not been assigned.

(b) Unless otherwise provided in the articles of organization or operating agreement, the affirmative vote of members entitled to vote, representing a majority of the capital values of all membership interests that have not been assigned, are required to approve the following matters:

(1) The dissolution and winding up of the limited-liability company;

(2) The sale, exchange, lease, mortgage, pledge or other transfer of all or substantially all of the assets of the limited-liability company;

(3) The merger or consolidation of the limited-liability company with another person; and

(4) A transaction involving an actual or potential conflict of interest between a manager and the limited-liability company;

(5) An amendment to the articles of organization or operating agreement; and

(6) Any restatement of the articles of organization that includes an additional amendment.

(c) Any action required or permitted to be taken by the members or managers by this chapter, the articles of organization or operating agreement may be taken without a meeting if all the members entitled to vote or all the managers consent to it in writing.

(d)(1) Except as otherwise provided in the articles of organization or operating agreement and except for actions pursuant to subsections (b)(1), (2), and (3) of this section, any action required or permitted to be taken by vote of the members may be taken without a meeting on the written consent of less than all the members entitled to vote on it, if the members who consent would be entitled to cast at least the minimum number of votes that would be required to take the action at a meeting at which all members entitled to vote on it are present.

(2) Prompt notice of the action shall be given to all members who would have been entitled to vote on the action if the meeting were held.

(e) Any action taken pursuant to this section has the same effect for all purposes as if the action had been taken at a meeting of the members.

(f) The articles of organization or operating agreement may provide for any other voting rights of members.

History of Section. (P.L. 1992, ch. 280, § 1.)