§ 14-11-309 — Action without meeting

Except as otherwise provided in the articles of organization or a written operating agreement: (1) Action required or permitted by this chapter to be taken by members or managers may be taken without a meeting if the action is taken by all the members or managers entitled to vote on the action or, if so provided in the articles of organization or a written operating agreement, by persons who would be entitled to vote not less than the minimum number of votes that would be necessary to authorize or take the action. The action must be evidenced by one or more written consents describing the action taken, signed by members or managers entitled to take such action, and delivered to the limited liability company for inclusion in its records; (2) If not otherwise fixed under the articles of organization or a written operating agreement, the record date for determining members or managers entitled to take action without a meeting is the date the first member or manager signs the consent; (3) A consent signed under this Code section has the effect of a meeting vote and may be described as such in any document; and (4) If action is taken under this Code section by less than all of the members or managers entitled to vote on the action, all members or managers entitled to vote on the action who did not participate in taking the action shall be given written notice of the action not more than ten days after the taking of the action without a meeting, but the failure to give such notice shall not invalidate the action so taken.