N.Y. Limited Liability Company Law § 405: Notice of meetings of members

§ 405. Notice of meetings of members. (a) Except as provided in the

operating agreement, whenever under the provisions of this chapter

members are required or permitted to take any action by vote at a

meeting, written notice shall be given stating the place, date and hour

of the meeting, indicating that it is being issued by or at the

direction of the person or persons calling the meeting and, in the case

of a special meeting, stating the purpose or purposes for which the

meeting is called.

(b) Except as provided in the operating agreement, a copy of the

notice of any meeting shall be given, personally or by first class mail,

not less than ten or more than sixty days before the date of the

meeting, provided, however, that a copy of such notice may be given by

third class mail not less than twenty-four nor more than sixty days

before the date of the meeting, to each member entitled to vote at such

meeting. If mailed, such notice is given when deposited in the United

States mail, with postage thereon prepaid, directed to the member at his

or her address as it appears in the records of the limited liability

company. An affidavit of a manager, if any, or other person giving the

notice that the notice required by this section has been given shall, in

the absence of fraud, be prima facie evidence of the facts therein

stated.

(c) Except as provided in the operating agreement, when a meeting is

adjourned to another time or place, it shall not be necessary to give

any notice of the adjourned meeting if the time and place to which the

meeting is adjourned are announced at the meeting at which the

adjournment is taken, and at the adjourned meeting any business may be

transacted that might have been transacted at the original date of the

meeting.