§ 402 — Voting rights of members

§ 402. Voting rights of members. (a) Except as provided in the\noperating agreement, in managing the affairs of the limited liability\ncompany, electing managers or voting on any other matter that requires\nthe vote at a meeting of the members pursuant to this chapter, the\narticles of organization or the operating agreement, each member of a\nlimited liability company shall vote in proportion to such member's\nshare of the current profits of the limited liability company in\naccordance with section five hundred three of this chapter.\n (b) Except as provided in the operating agreement, any member may vote\nin person or by proxy.\n (c) Except as provided in the operating agreement, whether or not a\nlimited liability company is managed by the members or by one or more\nmanagers, the vote of a majority in interest of the members entitled to\nvote thereon shall be required to:\n (1) admit a person as a member and issue such person a membership\ninterest in the limited liability company;\n (2) approve the incurrence of indebtedness by the limited liability\ncompany other than in the ordinary course of its business; or\n (3) adopt, amend, restate or revoke the articles of organization or\noperating agreement, subject to the provisions in subdivision (e) of\nthis section, subdivision (b) of section six hundred nine of this\nchapter and subdivision (b) of section four hundred seventeen of this\narticle.\n (d) Except as provided in the operating agreement, whether or not a\nlimited liability company is managed by the members or by one or more\nmanagers, the vote of at least a majority in interest of the members\nentitled to vote thereon shall be required to:\n (1) approve the dissolution of the limited liability company in\naccordance with section seven hundred one of this chapter;\n (2) approve the sale, exchange, lease, mortgage, pledge or other\ntransfer of all or substantially all of the assets of the limited\nliability company; or\n (3) approve a merger or consolidation of the limited liability company\nwith or into another limited liability company or foreign limited\nliability company.\n (e) Notwithstanding anything to the contrary in this section or\nsection four hundred seventeen of this article, no applicable provision\nin either this chapter, the articles of organization or operating\nagreement, as the case may be, that provides for the vote or consent of\na percentage in interest of the members or class of members shall be\namended without the vote or consent of at least such percentage in\ninterest of the members or such class of members.\n (f) Whenever any action is to be taken under this chapter by the\nmembers or a class of members, it shall, except as otherwise required or\nspecified by this chapter or the articles of organization or the\noperating agreement as permitted by this chapter, be authorized by a\nmajority in interest of the members' votes cast at a meeting of members\nby members or such class of members entitled to vote thereon.\n (g) A limited liability company whose original articles of\norganization were filed with the secretary of state and effective prior\nto the effective date of this subdivision shall continue to be governed\nby this section as in effect on such date and shall not be governed by\nthis section, unless otherwise provided in the operating agreement.\n