17-7687.   Classes; voting.(a) An operating agreement may provide for classes orgroups of members havingsuch relative rights, powers and duties as the operating agreement mayprovide, and may makeprovision for the future creation in the manner provided in the operatingagreement of additionalclasses or groups of members having such relative rights, powers and duties asmay from time totime be established, including rights, powers and duties senior to existingclasses and groups ofmembers. An operating agreement may provide for the taking of an action,including theamendment of the operating agreement, without the vote or approval of anymember or class orgroup of members, including an action to create under the provisions of theoperating agreementa class or group of limited liability company interests that was not previouslyoutstanding. Anoperating agreement may provide that any member or class or group of membersshall have novoting rights.

      (b)   An operating agreement may grant to all or certain identified members ora specifiedclass or group of the members the right to vote separately or with all or anyclass or group of themembers or managers, on any matter. Voting by members may be on a per capita,number, financialinterest, class, group or any other basis.

      (c)   An operating agreement which grants a right to vote may set forthprovisions relatingto notice of the time, place or purpose of any meeting at which any matter isto be voted on by any members, waiver of any such notice, action by consentwithout a meeting, the establishment of arecord date, quorum requirements, voting in person or by proxy, or any othermatter with respect tothe exercise of any such right to vote.

      (d)   Unless otherwise provided in an operating agreement, on any matter thatis to be votedon by members, the members may take such action without a meeting, withoutprior notice andwithout a vote, if a consent or consents in writing, setting forth the actionso taken, shall be signedby the members having not less than the minimum number of votes that would benecessary toauthorize or take such action at a meeting which unless otherwise provided inthe operatingagreement or this act shall be a majority in interest of each class entitled tovote thereon. Unlessotherwise provided in an operating agreement, on any matter that is to be votedon by members, themembers may vote in person or by proxy.

      (e)   Unless otherwise provided in the operating agreement or in this act everymemberholding interest in profits shall be entitled to vote.

      (f)   When, under the provisions of this act or under the provisionsof the articles oforganization or operating agreement of a limited liability company, notice isrequired to be given toa member of a limited liability company a waiver in writing signed by theperson or persons entitledto the notice, whether made before or after the time for notice to be given, isequivalent to the givingof notice.

      History:   L. 1999, ch. 119, § 26; Jan. 1, 2000.