§ 12:1318 — Voting rights of members

A. Unless otherwise provided in the articles of organization or a written operating agreement, each member of a limited liability company shall be entitled to cast a single vote on all matters properly brought before the members, and all decisions of the members shall be made by majority vote of the members.
B. Unless otherwise provided in the articles of organization or a written operating agreement, a majority vote of the members shall be required to approve the following matters, whether or not management is vested in one or more managers pursuant to R.S. 12:1312:
(1) The dissolution and winding up of the limited liability company.
(2) The sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the limited liability company.
(3) The merger or consolidation of the limited liability company.
(4) The incurrence of indebtedness by the limited liability company other than in the ordinary course of its business.
(5) The alienation, lease, or encumbrance of any immovables of the limited liability company.
(6) An amendment to the articles of organization or an operating agreement.
C. No contract or transaction between a limited liability company and one or more of its members, if management is reserved to the members, or managers, if management is vested in one or more managers pursuant to R.S. 12:1312, or a person in which such a member or manager has a financial interest, shall be void or voidable solely for this reason, solely because the interested member or manager was present at or participated in the meeting which authorized the contract or transaction, or solely because his or their votes were counted for such purpose, if the material facts as to his interest and to the contract or transaction was disclosed or known to the members and the contract or transaction was approved by a majority vote of the members without counting the vote of the interested member, or if the contract or transaction was fair to the limited liability company as of the time it was authorized, approved, or ratified by the members. Interested members may be counted in determining the presence of a quorum at a meeting which authorized the contract or transaction.
D. The articles of organization or a written operating agreement may provide for any other voting rights of members not inconsistent with Subsection C of this Section.
E.(1) A member shall have the right to cast his vote either in person or, subject to the following provisions, by proxy duly authorized in writing, signed by the member and filed in the registered office of the limited liability company at or before the meeting.
(2) The authority of the holder of a proxy to act shall not be revoked by the death of the member who executed the proxy unless, before the authority is exercised, written notice of such death is received by the registered office of the limited liability company.
(3)(a) A proxy shall be revocable at will, unless otherwise validly provided by agreement or by any provision of the proxy. The validity of every unrevoked proxy shall cease eleven months after the date of its execution, unless some other definite period of validity is expressly provided. In no case shall an outstanding proxy be valid for longer than three years.
(b) The revocation of a proxy, if revocable, shall not be effective until written notice has been given to the office of the limited liability company, or unless a proxy of later date is filed with the office at or before the meeting.
(4) A proxy regular on its face and signed in the name of a member entitled to vote at the meeting shall be deemed valid unless challenged before it is voted, and the burden of proving invalidity shall be on the challenger.
(5) When shares are registered in the names of two or more persons, other than trustees, a proxy signed by any one or more of them shall be deemed valid unless the limited liability company receives written notice to the contrary from a nonsigning member before the proxy is voted.
(6) Except as otherwise provided in the articles or bylaws, without limiting the manner in which a member may authorize another person or persons to act for him as proxy, pursuant to this Subsection, the following shall constitute a valid means by which a member may grant such authority:
(a) A member may execute a writing authorizing another person or persons to act for him as proxy. Execution may be accomplished by the member or his authorized officer, director, employee, or agent signing such writing or causing his signature to be affixed to such writing by any reasonable means, including but not limited to facsimile signature.
(b)(i) A member may authorize another person or persons to act for him as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy, or to a proxy solicitation firm, proxy support service organization, or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission.
(ii) Any such telegram, cablegram, or other means of electronic transmission shall be submitted with information from which it can be determined that the telegram, cablegram, or other electronic transmission was authorized by the member. If it is determined that such telegrams, cablegrams, or other electronic transmissions are valid, the inspectors or other such persons making that determination shall specify the information upon which they relied.
(c) Any copy, facsimile telecommunication, or other reliable reproduction of the writing or transmission, created pursuant to this Subsection may be substituted or used in lieu of the original writing or transmission for all purposes for which the original writing or transmission could be used. Such copy, facsimile telecommunication, or other reliable reproduction shall be a complete reproduction of the entire original writing or transmission.

Legislative History

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2014, No. 261, §1.