6.30.430 Voting Rights of Members.
(1) An operating agreement may establish and allocate the voting rights of members and may provide that certain members or groups of members have only limited or no voting rights. If an operating agreement does not address voting rights, votes are in proportion to their shares of distributions of the company.
(2) If a membership interest that has voting rights is held by two or more persons, whether as fiduciaries, members of a partnership, tenants in common, joint tenants, tenants by the entirety, or otherwise, the voting of the interest shall be in accordance with the instrument or order appointing them or creating the relationship if a copy of that instrument or order is furnished to the limited liability company. If an instrument or order is not furnished to the limited liability company, one of the following applies to the voting of that membership interest:
(a) If an operating agreement applies to the voting of the membership interest, the vote shall be in accordance with that operating agreement.
(b) If an operating agreement does not apply to the voting of the membership interest and only one of the persons that hold the membership interest votes, that person’s vote determines the voting of the membership interest.
(c) If an operating agreement does not apply to the voting of the membership interest and two or more of the persons that hold the membership interest vote, the vote of a majority determines the voting of the membership interest, and if there is no majority, the voting of the membership interest is divided among those voting.
(3) Only members of a limited liability company, and not its managers, may authorize the following actions:
(a) The dissolution of the limited liability company.
(b) Merger of the limited liability company.
(c) An amendment to the articles of organization.
(4) Unless otherwise provided in an operating agreement, the sale, exchange, lease, or other transfer of all or substantially all of the assets of a limited liability company, other than in the ordinary course of business, may be authorized only by a vote of the members entitled to vote.
(5) Unless the vote of a greater percentage of the voting interest of members is required by this act, the articles of organization, or an operating agreement, a vote of a majority in interest of the members entitled to vote is required to approve any matter submitted for a vote of the members. [Res. 2023-10-019 § 1, 2023.]