2005 Idaho Code - 53-623 — VOTING

                                  TITLE  53
                                 PARTNERSHIP
                                  CHAPTER 6
                     IDAHO LIMITED LIABILITY COMPANY ACT
    53-623.  VOTING. (1) Unless otherwise provided in an operating agreement
or this chapter, and subject to subsection (2) of this section, the
affirmative vote, approval or consent of more than one-half (1/2) by number of
the members, if management of the limited liability company is vested in the
members, or of the managers if the management of the limited liability company
is vested in managers, shall be required to decide any matter connected with
the business of the limited liability company.
    (2)  Unless otherwise provided in writing in an operating agreement, the
affirmative vote, approval or consent of all members shall be required to:
    (a)  Amend a written operating agreement; or
    (b)  Authorize a manager or member to do any act on behalf of the limited
    liability company that contravenes a written operating agreement,
    including any written provision thereof which expressly limits the
    purpose, business or affairs of the limited liability company or the
    conduct thereof.