2010 New Hampshire Statutes
TITLE XXVIII PARTNERSHIPS
CHAPTER 304-C LIMITED LIABILITY COMPANIES
Section 304-C:24 Classes, Meetings, and Voting of Members.

304-C:24 Classes, Meetings, and Voting of Members. –
    I. A limited liability company agreement may provide for classes or groups of members having such relative rights, powers and duties as the limited liability company agreement may provide and may make provision for the future creation in the manner provided in the limited liability company agreement of additional classes or groups of members having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of members.
    II. A limited liability company agreement may provide for the taking of an action, including the amendment of the limited liability company agreement, without the vote or approval of any member or class or group of members, including an action to create under the provisions of the limited liability company agreement a class or group of limited liability company interests that was not previously outstanding.
    III. A limited liability company agreement may grant to all or certain identified members or a specified class or group of the members the right to vote separately or with all or any class or group of the members or managers, on any matter. Voting by members may be on a per capita, number, financial interest, class, group or any other basis.
    IV. A limited liability company agreement that grants a right to vote 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 members, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.
    V. Unless otherwise provided in a limited liability company agreement or this chapter, and subject to paragraph VI, the affirmative vote, approval or consent of more than 1/2 by number of the members, if management of the limited liability company is vested in the members, shall be required to decide any matter connected with the business of the limited liability company.
    VI. Unless otherwise provided in a limited liability company agreement, the affirmative vote, approval or consent of all members shall be required to:
       (a) Amend a limited liability company agreement; or
       (b) Authorize a manager or member to do any act on behalf of the limited liability company that contravenes a limited liability company agreement, including any provision that expressly limits the purpose, business or affairs of the limited liability company or the conduct of such limited liability company.
    VII. Unless otherwise provided by law or in a limited liability company agreement or certificate of formation, no meeting is required for any decision or action of members or managers of a limited liability company.
    VIII. For a limited liability company in which management is vested in fewer than all the members, there shall be, within 30 days of a written demand by any member, a meeting of the members to consider the affairs of the limited liability company, and to take any action permitted to be taken by the members by law, the limited liability company agreement, or the certificate of formation, unless there has been such a meeting within 240 days prior to delivery of the demand.
       (a) The meeting may be held in person or wholly or partly by any substantially simultaneous means or telecommunications or by unanimous written waiver or consent of the members.
       (b) Members may participate in person or by proxy.
       (c) Unless otherwise provided in the limited liability company agreement or certificate of formation, any means of notice reasonably calculated to give the members an opportunity to participate shall be sufficient.
       (d) A quorum for the meeting shall be one more than 1/2 by number of all members unless a higher number is provided in the limited liability company agreement or certificate of formation.
       (e) In addition to any other business that may come before the meeting, the persons having management of the limited liability company shall report on the affairs of the company and shall either make available in writing the information listed in RSA 304-C:28, I(a)-(e) or be prepared to respond promptly in writing to demands for information pursuant to RSA 304-C:28.

Source. 1993, 313:1. 1997, 120:25, eff. Aug. 8, 1997.