2006 New York Code - Management By Managers.

 
    §  408.  Management  by  managers. (a) If the articles of organization
  provides that the management of the limited liability company  shall  be
  vested  in  a  manager or managers or class or classes of managers, then
  the management of the limited liability company shall be vested  in  one
  or more managers or classes of managers in accordance with this chapter,
  subject  to  any  provisions  in  the  articles  of  organization or the
  operating agreement and section four hundred nineteen  of  this  article
  granting or withholding the management powers or responsibilities of one
  or  more managers or class or classes of managers.  A manager shall hold
  such offices and have such responsibilities accorded to him  or  her  by
  the members as provided in the operating agreement.
    (b)  Except  as  provided in the operating agreement and in accordance
  with section four hundred nineteen of this article, the  managers  shall
  manage  the  limited  liability  company  by  the  affirmative vote of a
  majority of the managers.
    (c) Except as provided in the operating agreement, any action required
  or permitted to be taken by a  vote  of  the  managers  or  a  class  of
  managers  may  be  taken without a vote if all of the managers or all of
  the managers in such class, as the  case  may  be,  consent  thereto  in
  writing,  and  the  writing  is  filed  with  the records of the limited
  liability company.
    (d) Except as otherwise provided in the operating agreement,  managers
  of  a limited liability company may participate in a meeting by means of
  conference telephone or similar communications  equipment  by  means  of
  which all persons participating in the meeting can hear each other. Such
  participation shall constitute presence in person at the meeting.