2006 New York Code - Action By Members Without A Meeting.



 
    §  407.  Action  by members without a meeting. (a) Whenever under this
  chapter members of a limited liability company are required or permitted
  to take any  action  by  vote,  except  as  provided  in  the  operating
  agreement,  such  action  may  be taken without a meeting, without prior
  notice and without a vote, if a consent or consents in writing,  setting
  forth  the  action  so taken shall be signed by the members who hold the
  voting interests having not less than the minimum number of  votes  that
  would  be  necessary  to  authorize  or take such action at a meeting at
  which all of the members entitled to vote therein were present and voted
  and shall be delivered to the office of the limited  liability  company,
  its  principal  place of business or a manager, employee or agent of the
  limited liability company having custody of the records of  the  limited
  liability  company. Delivery made to the office of the limited liability
  company shall be by hand or by  certified  or  registered  mail,  return
  receipt requested.
    (b)  Every  written  consent  shall bear the date of signature of each
  member who signs the consent, and, except as provided in  the  operating
  agreement,  no  written  consent  shall  be effective to take the action
  referred to therein unless, within sixty  days  of  the  earliest  dated
  consent  delivered in the manner required by this section to the limited
  liability company, written consents signed by  a  sufficient  number  of
  members  to  take  the action are delivered to the office of the limited
  liability company,  its  principal  place  of  business  or  a  manager,
  employee or agent of the limited liability company having custody of the
  records  of the limited liability company. Delivery made to such office,
  principal place of business or manager, employee or agent  shall  be  by
  hand or by certified or registered mail, return receipt requested.
    (c)  Prompt  notice  of  the taking of the action without a meeting by
  less than unanimous written consent shall be given to those members  who
  have  not  consented in writing but who would have been entitled to vote
  thereon had such action been taken at a meeting. In the event  that  the
  action that is consented to is such as would have required the filing of
  articles  or  a  certificate under any other section of this chapter, if
  such action had been voted on by members  at  a  meeting  thereof,  such
  articles  or  certificate filed under such other section shall state, in
  lieu of any statement required by such section concerning  any  vote  of
  members,  that  written  consent  has been given in accordance with this
  section and that written notice has  been  given  as  provided  in  this
  section.

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