§ 23-18-4-3 — Affirmative vote, approval, or consent; requirements

(a) Unless the articles of organization provide
for a manager or managers, and except as otherwise provided in a
written operating agreement or this article and subject to subsection (c),
the affirmative vote, approval, or consent of a majority in interest of the
members is required to decide a matter connected with the business or
affairs of the limited liability company.
(b) If the articles of organization provide for more than one (1)
manager and except as provided otherwise in a written operating
agreement or this article, the affirmative vote, approval, or consent of
a majority of the managers shall be required to decide any matter that
requires the approval of the managers.
(c) Except as provided otherwise in a written operating agreement,
the affirmative vote, approval, or consent of all members is required to
do the following:
(1) Amend the operating agreement.
(2) Authorize a manager, a member, or another person to do an
act on behalf of the limited liability company that contravenes the
operating agreement, including a written provision of the
operating agreement that expressly limits the purpose, business,
affairs, or conduct of the limited liability company.

Legislative History

As added by P.L.8-1993, SEC.301.