KRS 275.175: Number of votes required to do business -- Circumstances requiring

affirmative vote of members -- Written operating agreement for company

without members -- No right of dissent -- Written operating agreement

provisions relating to right to vote, approve, or consent.

(1) Unless otherwise provided in the articles of organization, a written operating

agreement, or this chapter, the affirmative vote, approval, or consent of a

majority-in-interest of the members or a simple majority of the managers, each

having a single vote, shall be required to decide any matter connected with the

business affairs of the limited liability company.

(2) Unless otherwise provided in a written operating agreement, irrespective of

whether management of the limited liability company is vested in a manager or

managers, the affirmative vote, approval, or consent of the members shall be

required to:

(a) Amend a written operating agreement;

(b) Authorize a manager or member to do any act on behalf of the limited

liability company that contravenes an operating agreement, including any

written provision thereof which expressly limits the purpose, business, or

affairs of the limited liability company or the conduct thereof;

(c) Amend the articles of organization;

(d) Merge or convert the limited liability company or approve a sale of all or

substantially all of its assets;

(e) Admit a new member, including the assignee of a member, as a member;

(f) Remove a member after the assignment of all assignable interest in the

limited liability company;

(g) Waive an agreement to contribute to the limited liability company;

(h) Approve the voluntary dissolution of the limited liability company;

(i) Approve any acting contravention of a written operating agreement; or

(j) Allow the voluntary resignation of a member from a manager-managed

limited liability company.

(3) Unless otherwise provided in the articles of organization, a written operating

agreement, or this chapter, for all purposes of this chapter, the members of a

limited liability company shall vote, approve, or consent in proportion to their

contributions, based upon the agreed value as stated in the records of the

limited liability company as required by KRS 275.185, made by each member

to the extent they have been received by the limited liability company and have

not been returned.

(4) In a nonprofit limited liability company that does not have members, the

capacity and authority to manage the business and affairs of the company shall

be set forth in a written operating agreement.

(5) Unless otherwise provided in the articles of organization or the written

operating agreement, no member of a limited liability company shall have the

right to dissent from an amendment to the operating agreement or the articles

of organization.

(6) An operating agreement may set forth provisions relating to notice of the time,

place, or purpose of any meeting at which any matter is to be voted on by any

members, waiver of any such notice, action by consent without a meeting, the

establishment of a record date, quorum, and voting requirements, voting in

person or by proxy, or any other matter with respect to the exercise of any such

right to vote, approve, or consent.

(7) Except as otherwise provided in a written operating agreement, an action

requiring the vote, approval, or consent of the members may be taken without

a meeting and without prior notice if the vote, approval, or consent is set forth

in a writing approved by not less than the necessary number, percentage, or

threshold of members, interests, or votes.