§ 407. Action by members without a meeting.
(a)Whenever under this\nchapter members of a limited liability company are required or permitted\nto take any action by vote, except as provided in the operating\nagreement, such action may be taken without a meeting, without prior\nnotice and without a vote, if a consent or consents in writing, setting\nforth the action so taken shall be signed by the members who hold the\nvoting interests having not less than the minimum number of votes that\nwould be necessary to authorize or take such action at a meeting at\nwhich all of the members entitled to vote therein were present and voted\nand shall be delivered to the office of the limited liability company,\nits principal place of business or a manager, employee or agent of the\nlimited liability
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§ 407. Action by members without a meeting. (a) Whenever under this\nchapter members of a limited liability company are required or permitted\nto take any action by vote, except as provided in the operating\nagreement, such action may be taken without a meeting, without prior\nnotice and without a vote, if a consent or consents in writing, setting\nforth the action so taken shall be signed by the members who hold the\nvoting interests having not less than the minimum number of votes that\nwould be necessary to authorize or take such action at a meeting at\nwhich all of the members entitled to vote therein were present and voted\nand shall be delivered to the office of the limited liability company,\nits principal place of business or a manager, employee or agent of the\nlimited liability company having custody of the records of the limited\nliability company. Delivery made to the office of the limited liability\ncompany shall be by hand or by certified or registered mail, return\nreceipt requested.\n (b) Every written consent shall bear the date of signature of each\nmember who signs the consent, and, except as provided in the operating\nagreement, no written consent shall be effective to take the action\nreferred to therein unless, within sixty days of the earliest dated\nconsent delivered in the manner required by this section to the limited\nliability company, written consents signed by a sufficient number of\nmembers to take the action are delivered to the office of the limited\nliability company, its principal place of business or a manager,\nemployee or agent of the limited liability company having custody of the\nrecords of the limited liability company. Delivery made to such office,\nprincipal place of business or manager, employee or agent shall be by\nhand or by certified or registered mail, return receipt requested.\n (c) Prompt notice of the taking of the action without a meeting by\nless than unanimous written consent shall be given to those members who\nhave not consented in writing but who would have been entitled to vote\nthereon had such action been taken at a meeting. In the event that the\naction that is consented to is such as would have required the filing of\narticles or a certificate under any other section of this chapter, if\nsuch action had been voted on by members at a meeting thereof, such\narticles or certificate filed under such other section shall state, in\nlieu of any statement required by such section concerning any vote of\nmembers, that written consent has been given in accordance with this\nsection and that written notice has been given as provided in this\nsection.\n