N.Y. Limited Liability Company Law § 418: Classes and voting of members

§ 418. Classes and voting of members. (a) The articles of organization

of a limited liability company may provide for classes or groups of

members having such relative rights, powers, preferences and limitations

as the operating agreement of such limited liability company may

provide. The articles of organization may make provision for the future

creation, in the manner provided in the operating agreement, of

additional classes of members having such relative rights, powers,

preferences and limitations as may from time to time be established

pursuant to the operating agreement, including rights, powers,

preferences, limitations and duties senior to existing classes of

members. The operating agreement may grant to or withhold from all or

one or more classes of members the right to vote upon any matter on the

basis of capital contributions, capital commitments or capital accounts

or on a per capita, class or other basis.

(b) The 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

requirements, voting in person or by proxy or any other matter with

respect to the exercise of any such right to vote.