N.Y. Limited Liability Company Law § 402: Voting rights of members

§ 402. Voting rights of members. (a) Except as provided in the

operating agreement, in managing the affairs of the limited liability

company, electing managers or voting on any other matter that requires

the vote at a meeting of the members pursuant to this chapter, the

articles of organization or the operating agreement, each member of a

limited liability company shall vote in proportion to such member's

share of the current profits of the limited liability company in

accordance with section five hundred three of this chapter.

(b) Except as provided in the operating agreement, any member may vote

in person or by proxy.

(c) Except as provided in the operating agreement, whether or not a

limited liability company is managed by the members or by one or more

managers, the vote of a majority in interest of the members entitled to

vote thereon shall be required to:

(1) admit a person as a member and issue such person a membership

interest in the limited liability company;

(2) approve the incurrence of indebtedness by the limited liability

company other than in the ordinary course of its business; or

(3) adopt, amend, restate or revoke the articles of organization or

operating agreement, subject to the provisions in subdivision (e) of

this section, subdivision (b) of section six hundred nine of this

chapter and subdivision (b) of section four hundred seventeen of this

article.

(d) Except as provided in the operating agreement, whether or not a

limited liability company is managed by the members or by one or more

managers, the vote of at least a majority in interest of the members

entitled to vote thereon shall be required to:

(1) approve the dissolution of the limited liability company in

accordance with section seven hundred one of this chapter;

(2) approve the sale, exchange, lease, mortgage, pledge or other

transfer of all or substantially all of the assets of the limited

liability company; or

(3) approve a merger or consolidation of the limited liability company

with or into another limited liability company or foreign limited

liability company.

(e) Notwithstanding anything to the contrary in this section or

section four hundred seventeen of this article, no applicable provision

in either this chapter, the articles of organization or operating

agreement, as the case may be, that provides for the vote or consent of

a percentage in interest of the members or class of members shall be

amended without the vote or consent of at least such percentage in

interest of the members or such class of members.

(f) Whenever any action is to be taken under this chapter by the

members or a class of members, it shall, except as otherwise required or

specified by this chapter or the articles of organization or the

operating agreement as permitted by this chapter, be authorized by a

majority in interest of the members' votes cast at a meeting of members

by members or such class of members entitled to vote thereon.

(g) A limited liability company whose original articles of

organization were filed with the secretary of state and effective prior

to the effective date of this subdivision shall continue to be governed

by this section as in effect on such date and shall not be governed by

this section, unless otherwise provided in the operating agreement.