Section 28Part 7 — Conversion and Continuation
Classes of manager and voting rights
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A LLC agreement may provide for classes or groups of manage rs having such relative rights, powers and duties as the LLC agreement may provide, and may make provision for the future creation of additional classes or groups of managers having such relative rights, powers and duties as may from time to time be establ ished.
A LLC agreement may provide for the taking of an action, including the amendment of the LLC agreement, without the vote or approval of any manager or class or group of managers, including an action to create under the provisions of the LLC agree ment a class or group of LLC interests that was not previously outstanding.
A LLC agreement may grant to all or certain identified managers or a specified class or group of the managers the right to vote, separately or with all or any class or group of managers or members, on any matter.
A LLC agreement may provide that voting by managers shall be on a per capita, number, financial interest, class, group or any other basis.
A LLC agreement may specify provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any manager or class or group of managers, waiver of any such notice, action by consent without a meeting, the e stablishment 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.
Unless otherwise provided in a LLC agreement, on any matter that is to be voted on, consented to or approved by managers, the matter may be dealt with without a meeting, without prior notice and without a vote by consent in writing signed by the managers having not less than the minimum number of votes that would be necessary to authorise or take s uch action at a meeting at which all managers 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 managers, the managers may vote in person or by proxy, and such proxy m ay be granted in writing, by means of electronic transmission or as otherwise permitted by the limited liability agreement.
Unless otherwise provided in a LLC agreement, a consent transmitted by electronic transmission by a manager or by a person or pe rsons authorised to act for a manager shall be deemed to be written and signed for the purposes of this section.
Where a limited liability company has more than one manager and this Act gives an authority, consent or power (but not an obligation or lia bility) to the manager, the LLC agreement may specify which manager is entitled to exercise such authority, consent or power to the exclusion of any other manager.