17-7695.   Classes and voting.(a) An operating agreement may provide for classes orgroups ofmanagers havingsuch relative rights, powers and duties as the operating agreement mayprovide, and may make provision for the future creation in the manner providedin the operating agreement of additionalclasses or groups of managers having such relative rights, powers and duties asmay from time totime be established, including rights, powers and duties senior to existingclasses and groups ofmanagers. An operating agreement may provide for the taking of an action,including theamendment of the operating agreement, without the vote or approval of anymanager or class orgroup of managers, including an action to create under the provisions of theoperating agreementa class or group of limited liability company interests that was not previouslyoutstanding.

      (b)   An operating agreement may grant to all or certain identified managersor a specifiedclass or group of the managers the right to vote, separately or with all or anyclass or group ofmanagers or members, on any matter. Voting by managers may be on a per capita,number, financialinterest, class, group or any other basis. Unless otherwise providedin the operating agreement, ifmore than one manager is appointed, all managers shall have an equal vote percapita.

      (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 anymanager or class or group of managers, waiver of any such notice, action byconsent without ameeting, the establishment of a record date, quorum requirements, voting inperson or by proxy, orany other matter with respect to the exercise of any such right to vote.

      (d)   Unless otherwise provided in an operating agreement, on any matter thatis to be votedon by managers, the managers 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 managers having not less than the minimum number of votes that would benecessary toauthorize or take such action at a meeting. Unless otherwise provided in anoperating agreement, on any matter that is to be voted on by managers, themanagers may vote in person or by proxy.

      (e)   When, under the provisions of the Kansas revised limitedliability company act or underthe provisions of the articles of organization or operating agreement of alimited liability company,notice is required to be given to a manager of a limited liability companyhaving a manager ormanagers, a waiver in writing signed by the person or persons entitled to thenotice, whether madebefore or after the time for notice to be given, is equivalent to the giving ofnotice.

      History:   L. 1999, ch. 119, § 34; Jan. 1, 2000.