N.Y. Limited Liability Company Law § 419: Classes and voting of managers

§ 419. Classes and voting of managers. (a) The articles of

organization of a limited liability company may provide for classes or

groups of managers having such relative rights, powers, preferences and

limitations as the operating agreement 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 managers

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 managers. The operating agreement may provide for

the classification of managers within classes of managers for the

purpose of determining the terms of office of such managers and may

grant to all or to one or more classes of managers the right to vote

upon any matter 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 managers, 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.