2017 Kentucky Revised Statutes CHAPTER 275 - LIMITED LIABILITY COMPANIES .175 Number of votes required to do business -- Circumstances requiring affirmative vote of members -- Written operating agreement for company without members -- No right of dissent -- Written operating agreement provisions relating to right to vote, approve, or consent.
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275.175 Number of votes required to do business -- Circumstances requiring
affirmative vote of members -- Written operating agreement for company
without members -- No right of dissent -- Written operating agreement
provisions relating to right to vote, approve, or consent.
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Unless otherwise provided in the articles of organization, a written operating
agreement, or this chapter, the affirmative vote, approval, or consent of a
majority-in-interest of the members or a simple majority of the managers, each
having a single vote, 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, irrespective of
whether management of the limited liability company is vested in a manager or
managers, the affirmative vote, approval, or consent 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 an operating agreement, including any
written provision thereof which expressly limits the purpose, business, or
affairs of the limited liability company or the conduct thereof;
(c) Amend the articles of organization;
(d) Merge or convert the limited liability company or approve a sale of all or
substantially all of its assets;
(e) Admit a new member, including the assignee of a member, as a member;
(f) Remove a member after the assignment of all assignable interest in the
limited liability company;
(g) Waive an agreement to contribute to the limited liability company;
(h) Approve the voluntary dissolution of the limited liability company;
(i) Approve any acting contravention of a written operating agreement; or
(j) Allow the voluntary resignation of a member from a manager-managed
limited liability company.
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.
In a nonprofit limited liability company that does not have members, the
capacity and authority to manage the business and affairs of the company shall
be set forth in a written operating agreement.
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 or the articles
of organization.
An 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
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members, waiver of any such notice, action by consent without a meeting, the
establishment of a record date, quorum, and voting requirements, voting in
person or by proxy, or any other matter with respect to the exercise of any such
right to vote, approve, or consent.
Except as otherwise provided in a written operating agreement, an action
requiring the vote, approval, or consent of the members may be taken without
a meeting and without prior notice if the vote, approval, or consent is set forth
in a writing approved by not less than the necessary number, percentage, or
threshold of members, interests, or votes.
Effective:June 29, 2017
History: Amended 2017 Ky. Acts ch. 193, sec. 12, effective June 29, 2017. -Amended 2015 Ky. Acts ch. 34, sec. 53, effective June 24, 2015. -- Amended
2013 Ky. Acts ch. 106, sec. 6, effective June 25, 2013. -- 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."
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