N.Y. Limited Liability Company Law § 408: Management by managers

§ 408. Management by managers. (a) If the articles of organization

provides that the management of the limited liability company shall be

vested in a manager or managers or class or classes of managers, then

the management of the limited liability company shall be vested in one

or more managers or classes of managers in accordance with this chapter,

subject to any provisions in the articles of organization or the

operating agreement and section four hundred nineteen of this article

granting or withholding the management powers or responsibilities of one

or more managers or class or classes of managers. A manager shall hold

such offices and have such responsibilities accorded to him or her by

the members as provided in the operating agreement.

(b) Except as provided in the operating agreement and in accordance

with section four hundred nineteen of this article, the managers shall

manage the limited liability company by the affirmative vote of a

majority of the managers.

(c) Except as provided in the operating agreement, any action required

or permitted to be taken by a vote of the managers or a class of

managers may be taken without a vote if all of the managers or all of

the managers in such class, as the case may be, consent thereto in

writing, and the writing is filed with the records of the limited

liability company.

(d) Except as otherwise provided in the operating agreement, managers

of a limited liability company may participate in a meeting by means of

conference telephone or similar communications equipment by means of

which all persons participating in the meeting can hear each other. Such

participation shall constitute presence in person at the meeting.