2006 New York Code - Voting Rights Of Members.



 
    §  402.  Voting  rights  of  members.  (a)  Except  as provided in the
  operating agreement, in managing the affairs of  the  limited  liability
  company,  electing  managers or voting on any other matter that requires
  the vote at a meeting of the  members  pursuant  to  this  chapter,  the
  articles  of  organization  or the operating agreement, each member of a
  limited liability company shall vote  in  proportion  to  such  member's
  share  of  the  current  profits  of  the  limited  liability company in
  accordance with section five hundred three of this chapter.
    (b) Except as provided in the operating agreement, any member may vote
  in person or by proxy.
    (c) Except as provided in the operating agreement, whether  or  not  a
  limited  liability  company  is managed by the members or by one or more
  managers, the vote of a majority in interest of the members entitled  to
  vote thereon shall be required to:
    (1)  admit  a  person  as  a member and issue such person a membership
  interest in the limited liability company;
    (2) approve the incurrence of indebtedness by  the  limited  liability
  company other than in the ordinary course of its business; or
    (3)  adopt,  amend,  restate or revoke the articles of organization or
  operating agreement, subject to the provisions  in  subdivision  (e)  of
  this  section,  subdivision  (b)  of  section  six  hundred nine of this
  chapter and subdivision (b) of section four hundred  seventeen  of  this
  article.
    (d)  Except  as  provided in the operating agreement, whether or not a
  limited liability company is managed by the members or by  one  or  more
  managers,  the  vote  of  at least a majority in interest of the members
  entitled to vote thereon shall be required to:
    (1) approve the  dissolution  of  the  limited  liability  company  in
  accordance with section seven hundred one of this chapter;
    (2)  approve  the  sale,  exchange,  lease,  mortgage, pledge or other
  transfer of all or substantially  all  of  the  assets  of  the  limited
  liability company; or
    (3) approve a merger or consolidation of the limited liability company
  with  or  into  another  limited  liability  company  or foreign limited
  liability company.
    (e) Notwithstanding anything  to  the  contrary  in  this  section  or
  section  four hundred seventeen of this article, no applicable provision
  in either this  chapter,  the  articles  of  organization  or  operating
  agreement, as the  case may be, that provides for the vote or consent of
  a  percentage  in  interest  of the members or class of members shall be
  amended without the vote or consent  of  at  least  such  percentage  in
  interest of the members or such class of members.
    (f)  Whenever  any  action  is  to  be taken under this chapter by the
  members or a class of members, it shall, except as otherwise required or
  specified by this  chapter  or  the  articles  of  organization  or  the
  operating  agreement  as  permitted  by this chapter, be authorized by a
  majority in interest of the members' votes cast at a meeting of  members
  by members or such class of members entitled to vote thereon.
    (g)   A   limited   liability   company  whose  original  articles  of
  organization were filed with the secretary of state and effective  prior
  to  the effective date of this subdivision shall continue to be governed
  by this section as in effect on such date and shall not be  governed  by
  this section, unless otherwise provided in the operating agreement.

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