2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 89 - Limited Liability Companies
8942 - Voting.

     § 8942.  Voting.
        (a)  General rule.--Subject to subsection (b), the
     affirmative vote or consent of a majority of the members or
     managers of a limited liability company entitled to vote on a
     matter shall be required to decide any matter to be acted upon
     by the members or managers.
        (b)  Unanimous vote required.--Except as provided in
     subsection (c) or in writing in the operating agreement, the
     affirmative vote or consent of all of the members shall be
     required to:
            (1)  amend the certificate of organization or any written
        provision of the operating agreement; or
            (2)  authorize a manager, member or other person to do
        any act on behalf of the company that contravenes the
        certificate of organization or a written provision of the
        operating agreement, including, without limitation, any
        provision that expressly limits the purpose, business or
        affairs of the company or the conduct thereof.
        (c)  Exception.--An amendment of the certificate of
     organization that:
            (1)  restates without change all of the operative
        provisions of the certificate of organization as theretofore
        in effect;
            (2)  changes the name or registered office of the
        company; or
            (3)  accomplishes any combination of the foregoing
        purposes;
     is not an amendment of the certificate of organization for the
     purposes of subsection (b). Unless otherwise provided in writing
     in the operating agreement, an amendment described in this
     subsection may be made by the affirmative vote of a majority of
     the managers or, in the case of a company that is not managed by
     one or more managers, of a majority of the members.
        (d)  Changes in required vote.--
            (1)  The certificate of organization or a written
        provision of the operating agreement may provide that,
        whenever an applicable provision of law requires the vote or
        consent of a specified number or percentage of members or of
        a class of members for the taking of any action, a higher
        number or percentage of votes or consents shall be required
        for the action.
            (2)  Unless otherwise provided in the certificate of
        organization or a written provision of the operating
        agreement, whenever the certificate or agreement requires for
        the taking of any action by the members or a class of members
        a specific number or percentage of votes or consents, the
        provision of the certificate or agreement setting forth that
        requirement shall not be amended or repealed by any lesser
        number or percentage of votes or consents of the members or
        the class of members.
            (3)  Paragraph (2) shall not apply to a provision setting
        forth the right of members to act by unanimous written
        consent in lieu of a meeting.
        (e)  Procedures.--The operating agreement 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
     or managers, waiver of the 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.
     (June 22, 2001, P.L.418, No.34, eff. 60 days)

        2001 Amendment.  Act 34 amended subsec. (c).
        Cross References.  Section 8942 is referred to in section
     8951 of this title.