275.175 Number of votes required to do business -- No right of dissent.
(1)
(2)
(3)
(4)
Unless otherwise provided in the articles of organization, a written operating
agreement, or this chapter, the affirmative vote, approval, or consent of a majorityin-interest of the members, if management of the limited liability company is vested
in the members, or a simple majority of the managers, each having a single vote, if
the management of the limited liability company is vested in managers, shall be
required to decide any matter connected with the business affairs of the limited
liability company.
Unless otherwise provided in a written operating agreement, the affirmative vote,
approval, or consent of the majority-in-interest of the members shall be required to:
(a) Amend a written operating agreement;
(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; or
(c) Amend the articles of organization to change the management of the limited
liability company from members to managers or from managers to members.
Unless otherwise provided in the articles of organization, a written operating
agreement, or this chapter, for all purposes of this chapter, the members of a limited
liability company shall vote, approve, or consent in proportion to their
contributions, based upon the agreed value as stated in the records of the limited
liability company as required by KRS 275.185, made by each member to the extent
they have been received by the limited liability company and have not been
returned.
Unless otherwise provided in the articles of organization or the written operating
agreement, no member of a limited liability company shall have the right to dissent
from an amendment to the operating agreement.
Effective: July 15, 2010
History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 110, effective July 15,
2010. -- Amended 2007 Ky. Acts ch. 137, sec. 110, effective June 26, 2007. -Amended 1998 Ky. Acts ch. 341, sec. 29, effective July 15, 1998. -- Created 1994
Ky. Acts ch. 389, sec. 35, effective July 15, 1994.
Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51, sec. 183,
provides, "The specific textual provisions of Sections 1 to 178 of this Act which
reflect amendments made to those sections by 2007 Ky. Acts ch. 137 shall be deemed
effective as of June 26, 2007, and those provisions are hereby made expressly
retroactive to that date, with the remainder of the text of those sections being
unaffected by the provisions of this section."
Disclaimer: These codes may not be the most recent version. Kentucky may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
