2013 Maryland Code
CORPORATIONS AND ASSOCIATIONS
§ 4A-403 - Voting; meetings; actions


MD Corp & Assn Code § 4A-403 (2013) What's This?

(a) Applicability. -- The provisions of this section apply unless otherwise provided in this title or unless otherwise agreed.

(b) Voting. --

(1) Members shall vote in proportion to their respective interests in profits of the limited liability company, as determined under § 4A-503 of this title.

(2) Decisions concerning the affairs of the limited liability company shall require the consent of members holding at least a majority of the interests in profits of the limited liability company as determined under §4A-503 of this title.

(c) Meetings. --

(1) A meeting of the members may be called by the written request of members holding at least 25% of the interests in profits of the limited liability company as determined under § 4A-503 of this title.

(2) (i) Members of a limited liability company may participate in a meeting by means of conference telephone or other communications equipment or by means of remote communication, if all persons participating in the meeting:

1. Can either hear or read the proceedings of the meeting substantially concurrent with the proceedings; and

2. Have the opportunity to participate in the meeting and vote on matters submitted to the members.

(ii) Participation in a meeting by the means authorized by subparagraph (i) of this paragraph constitutes presence in person at the meeting.

(d) Actions. --

(1) A member may not take any of the following actions without the consent of members holding at least two-thirds of the interest in profits of the limited liability company as determined under § 4A-503 of this title:

(i) Dispose of all or substantially all of the business or property of the limited liability company; or

(ii) Approve a merger as provided in § 4A-702 of this title.

(2) A member may not take any of the following actions without the unanimous consent of the members:

(i) Institute a voluntary proceeding under the federal bankruptcy code;

(ii) Assign the property of the limited liability company in trust for creditors or on the assignee's promise to pay the debts of the limited liability company;

(iii) Alter the allocation of profit or loss to members of the limited liability company;

(iv) Alter the allocation of or the manner of computing distributions payable to members of the limited liability company; or

(v) Do any other act that would make it impossible to carry on the ordinary business of the limited liability company.

§ 4A-403 - 1. Electronic transmission of communications

Any notice, consent, or other communication required or authorized by this title may be delivered by electronic transmission.

§ 4A-403 - 2. Proxy

(a) Authorization. --

(1) A member may authorize another person to act as proxy for the member as provided in this section.

(2) (i) A member may sign a writing authorizing another person to act as proxy.

(ii) Signing may be accomplished by the member or the member's authorized agent signing the writing or causing the member's signature to be affixed to the writing by any reasonable means, including facsimile signature.

(3) (i) Subject to subparagraph (ii) of this paragraph, a member may authorize another person to act as proxy by transmitting, or authorizing the transmission of, an authorization for the person to act as proxy to:

1. The person authorized to act as proxy; or

2. Any other person authorized to receive the proxy authorization on behalf of the person authorized to act as the proxy, including a proxy solicitation firm or proxy support service organization.

(ii) The authorization may be transmitted by a telegram, cablegram, datagram, electronic mail, or any other electronic or telephonic means.

(4) A copy, facsimile telecommunication, or other reliable reproduction of the writing or transmission authorized under paragraphs (2) and (3) of this subsection may be substituted for the original writing or transmission for any purpose for which the original writing or transmission could be used.

(b) Revocation. --

(1) A proxy is revocable by a member at any time without condition or qualification unless:

(i) The proxy states that it is irrevocable; and

(ii) The proxy is coupled with an interest.

(2) A proxy may be made irrevocable for as long as it is coupled with an interest.

(3) An interest with which a proxy may be coupled includes an interest in the membership interest to be voted under the proxy or another general interest in the limited liability company or its assets or liabilities.

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