Section 19Part 4 — Members and Managers
Classes and voting
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A LLC agreement may, among other things —
provide for classes of LLC interests or groups of members having such relative rights, powers and duties as the L LC agreement may provide or permit, and may make provision for the future creation in the manner provided in the LLC agreement of classes of LLC interests or groups of members having such relative rights, powers and duties as may from time to time be estab lished, including rights, powers and duties senior to existing classes of LLC interests and groups of members;
provide for the taking of an action, including the amendment of the LLC agreement, without the vote or approval of any member or class of LLC interest or group of members, including an action to create under the provisions of the LLC agreement a class of LLC interest or group of members that was not previously outstanding or existing and a LLC agreement may provide that any member or class of L LC interests or group of members shall have no voting rights;
grant to all or certain identified members or a specified class of LLC interest or group of members the right to vote separately or with all or any class of LLC interest or group of members or managers, on any matter and voting by members may be on a per capita, number, financial interest, class, group or any other basis; or
specify provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be vot ed on by any members, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.
Unl ess otherwise provided in a LLC agreement, on any matter that is to be voted on, consented to or approved by members, the matter may be dealt with without a meeting, without prior notice and without a vote by consent in writing, signed by the members havin g not less than the minimum number of votes that would be necessary to authorise or take such action at a meeting at which all members entitled to vote thereon were present and voted.
Unless otherwise provided in a LLC agreement, on any matter that is to be voted on by members, the members may vote in person or by proxy, and such proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by the LLC agreement.
Unless otherwise provided in a LLC agreement, a consent transmitted by electronic transmission by a member or by a person or persons authorised to act for a member shall be deemed to be written and signed for purposes of this subsection.
Where there are no members of a limited liability company with a right, pursuant to its LLC agreement, to vote on or consent to any matter upon which a vote or consent of members is sought or required pursuant to the LLC agreement or this Act , the members of that limited liability company that would (but for this subsection) not otherwise have the right to vote on or consent to such matter shall have the right to vote or consent to such matter by a simple majority in number of those members (until such time as there shall be at least one member of the limited liability company with the right, pursuant to its LLC agreement, to vote on or consent to such matter) and a LLC agreement may disapply the provisions of this subsection or provide for an alternative vo te or written consent to be provided.
Unless otherwise provided in a LLC agreement or this Act , any vote of members shall be passed if passed by a simple majority in number of the members entitled to vote on the matter.
A LLC agreement may provide that the vote, consent or approval of a member shall be deemed to have been obtained or given to a matter where —
the member is given notice, in accordance with the provisions of the LLC agreement, of the matter in respect of which the member’s vote, c onsent or approval is sought;
the notice sets out in sufficient detail the matter in respect of which the member’s vote, consent or approval is sought;
the LLC agreement requires that, should the member not wish to vote in favour of or otherwise no t consent to or approve the matter, the member give notice to the limited liability company of such within a particular period of time; and
the member does not give notice, in accordance with the provisions of the LLC agreement, to the limited liabilit y company that it does not wish to vote in favour of or otherwise not consent to or approve the matter within the particular period of time.
Any vote, consent or approval of a member deemed to have been obtained or given to a matter pursuant to a LLC agreement and in accordance with subsection (7) shall be as effective as if the member had otherwise voted in favour of or expressly consented to or approved such matter in accordance with the provisions of the LLC agreement and this Act .
Notwithstandi ng any other provision of this Act , consent or approval of members may be either —
express; or
inferred from a course of dealing.