2011 Minnesota Statutes
Chapters 321 - 323A — Partnerships
Chapter 322B — Limited Liability Companies
Section 322B.356 — Voting Rights

322B.356 VOTING RIGHTS.

Subdivision 1.Determination.

The board of governors may fix, or authorize a manager to fix, a date not more than 60 days, or a shorter time period provided in the articles of organization, a member control agreement, or bylaws, before the date of a meeting of members as the date for the determination of the owners of membership interests entitled to notice of and entitled to vote at the meeting. When a date is so fixed, only members on that date are entitled to notice of and permitted to vote at that meeting of members.

Subd. 2.Voting power.

Unless otherwise provided in the articles, a member control agreement, or by the board of governors under section 322B.40, subdivisions 5 and 6, members have voting power in proportion to the value of the contributions of the members as reflected in the required records.

Subd. 3.Nonmembers.

The articles of organization or a member control agreement may give or prescribe the manner of giving a creditor, security holder, or other person a right to vote under this section.

Subd. 4.Jointly owned membership interests.

Membership interests owned by two or more members may be voted by any one of them unless the limited liability company receives written notice from any one of them denying the authority of that person to vote those membership interests.

Subd. 5.Manner of voting and presumption.

Except as provided in subdivision 4, an owner of a membership interest entitled to vote may vote any portion of the membership interest in any way the member chooses. If a member votes without designating the proportion voted in a particular way, the member is considered to have voted all of the membership interest in that way.

History:

1992 c 517 art 2 s 42; 1997 c 10 art 4 s 12; 1999 c 85 art 2 s 32-34,96