Title 14, Chapter 11, Section 309
( 14-11-309)
Except as otherwise provided in the articles of organization or a
written operating agreement: (1) Action required or permitted by this chapter to be taken by
members or managers may be taken without a meeting if the action
is taken by all the members or managers entitled to vote on the
action or, if so provided in the articles of organization or a
written operating agreement, by persons who would be entitled to
vote not less than the minimum number of votes that would be
necessary to authorize or take the action. The action must be
evidenced by one or more written consents describing the action
taken, signed by members or managers entitled to take such action,
and delivered to the limited liability company for inclusion in
its records; (2) If not otherwise fixed under the articles of organization or a
written operating agreement, the record date for determining
members or managers entitled to take action without a meeting is
the date the first member or manager signs the consent; (3) A consent signed under this Code section has the effect of a
meeting vote and may be described as such in any document; and (4) If action is taken under this Code section by less than all of
the members or managers entitled to vote on the action, all
members or managers entitled to vote on the action who did not
participate in taking the action shall be given written notice of
the action not more than ten days after the taking of the action
without a meeting, but the failure to give such notice shall not
invalidate the action so taken. |