2006 Louisiana Laws - RS 12:1318 — Voting rights of members

§1318.  Voting rights of members

A.  Unless otherwise provided in the articles of organization or a written operating agreement, each member of a limited liability company shall be entitled to cast a single vote on all matters properly brought before the members, and all decisions of the members shall be made by majority vote of the members.  

B.  Unless otherwise provided in the articles of organization or a written operating agreement, a majority vote of the members shall be required to approve the following matters, whether or not management is vested in one or more managers pursuant to R.S. 12:1312:

(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.  

(4)  The incurrence of indebtedness by the limited liability company other than in the ordinary course of its business.  

(5)  The alienation, lease, or encumbrance of any immovables of the limited liability company.  

(6)  An amendment to the articles of organization or an operating agreement.  

C.  No contract or transaction between a limited liability company and one or more of its members, if management is reserved to the members, or managers, if management is vested in one or more managers pursuant to R.S. 12:1312, or a person in which such a member or manager has a financial interest, shall be void or voidable solely for this reason, solely because the interested member or manager was present at or participated in the meeting which authorized the contract or transaction, or solely because his or their votes were counted for such purpose, if the material facts as to his interest and to the contract or transaction was disclosed or known to the members and the contract or transaction was approved by a majority vote of the members without counting the vote of the interested member, or if the contract or transaction was fair to the limited liability company as of the time it was authorized, approved, or ratified by the members.  Interested members may be counted in determining the presence of a quorum at a meeting which authorized the contract or transaction.  

D.  The articles of organization or a written operating agreement may provide for any other voting rights of members not inconsistent with Subsection C of this Section.  

Acts 1992, No. 780, §2, eff. July 7, 1992.