§ 4A-403. Voting; meetings; actions

   (a) Applicability. -- The provisions of this section apply unless otherwise provided in this title or unless otherwise agreed.

(b) Voting. --

   (1) Members shall vote in proportion to their respective interests in profits of the limited liability company, as determined under § 4A-503 of this title.

   (2) Decisions concerning the affairs of the limited liability company shall require the consent of members holding at least a majority of the interests in profits of the limited liability company as determined under §4A-503 of this title.

(c) Meetings. --

   (1) A meeting of the members may be called by the written request of members holding at least 25% of the interests in profits of the limited liability company as determined under § 4A-503 of this title.

   (2) (i) Members of a limited liability company may participate in a meeting by means of conference telephone or other communications equipment or by means of remote communication, if all persons participating in the meeting:

         1. Can either hear or read the proceedings of the meeting substantially concurrent with the proceedings; and

         2. Have the opportunity to participate in the meeting and vote on matters submitted to the members.

      (ii) Participation in a meeting by the means authorized by subparagraph (i) of this paragraph constitutes presence in person at the meeting.

(d) Actions. --

   (1) A member may not take any of the following actions without the consent of members holding at least two-thirds of the interest in profits of the limited liability company as determined under § 4A-503 of this title:

      (i) Dispose of all or substantially all of the business or property of the limited liability company;

      (ii) Approve a merger as provided in § 4A-702 of this title; or

      (iii) Approve a conversion as provided in § 4A-1102 of this title.

   (2) A member may not take any of the following actions without the unanimous consent of the members:

      (i) Institute a voluntary proceeding under the federal bankruptcy code;

      (ii) Assign the property of the limited liability company in trust for creditors or on the assignee's promise to pay the debts of the limited liability company;

      (iii) Alter the allocation of profit or loss to members of the limited liability company;

      (iv) Alter the allocation of or the manner of computing distributions payable to members of the limited liability company; or

      (v) Do any other act that would make it impossible to carry on the ordinary business of the limited liability company.

HISTORY: 1992, ch. 536; 2012, chs. 599, 600; 2013, ch. 527, § 2, ch. 528, § 2.