{"data":{"id":"us-ky/krs-275.175","jurisdiction":"us-ky","citation":"KRS 275.175","heading":"Number  of votes required to do business -- Circumstances requiring","body":"affirmative vote of members  -- Written operating agreement for company\nwithout members  -- No right of dissent -- Written operating agreement\nprovisions relating to right to vote, approve, or consent.\n(1) Unless otherwise provided in the articles of organization, a written operating\nagreement, or this chapter, the affirmative vote, approval, or consent of a\nmajority-in-interest of the members  or a simple majority of the managers, each\nhaving a single vote, shall be required to decide any matter connected with the\nbusiness affairs of the limited liability company.\n(2) Unless otherwise provided in a written operating agreement, irrespective of\nwhether management  of the limited liability company is vested in a manager or\nmanagers, the affirmative vote, approval, or consent of the members  shall be\nrequired to:\n(a) Amend  a written operating agreement;\n(b) Authorize a manager or member  to do any act on behalf of the limited\nliability company that contravenes an operating agreement, including any\nwritten provision thereof which expressly limits the purpose, business, or\naffairs of the limited liability company or the conduct thereof;\n(c) Amend  the articles of organization;\n(d) Merge  or convert the limited liability company or approve a sale of all or\nsubstantially all of its assets;\n(e) Admit a new member, including the assignee of a member, as a member;\n(f) Remove  a member  after the assignment of all assignable interest in the\nlimited liability company;\n(g) Waive an agreement to contribute to the limited liability company;\n(h) Approve the voluntary dissolution of the limited liability company;\n(i) Approve any acting contravention of a written operating agreement; or\n(j) Allow the voluntary resignation of a member  from a manager-managed\nlimited liability company.\n(3) Unless otherwise provided in the articles of organization, a written operating\nagreement, or this chapter, for all purposes of this chapter, the members  of a\nlimited liability company  shall vote, approve, or consent in proportion to their\ncontributions, based upon the agreed value as stated in the records of the\nlimited liability company as required by KRS  275.185, made  by each member\nto the extent they have been received by the limited liability company and have\nnot been returned.\n(4) In a nonprofit limited liability company  that does not have members,  the\ncapacity and authority to manage the business and affairs of the company shall\nbe set forth in a written operating agreement.\n(5) Unless  otherwise provided in the articles of organization or the written\noperating agreement, no member  of a limited liability company  shall have the\nright to dissent from an amendment  to the operating agreement or the articles\nof organization.\n(6) An operating agreement may set forth provisions relating to notice of the time,\nplace, or purpose of any meeting at which any matter is to be voted on by any\nmembers,  waiver of any such notice, action by consent without a meeting, the\nestablishment of a record date, quorum, and voting requirements, voting in\nperson or by proxy, or any other matter with respect to the exercise of any such\nright to vote, approve, or consent.\n(7) Except as otherwise provided in a written operating agreement, an action\nrequiring the vote, approval, or consent of the members  may be taken without\na meeting and without prior notice if the vote, approval, or consent is set forth\nin a writing approved by not less than the necessary number, percentage, or\nthreshold of members, interests, or votes.","path":["KRS Chapter 275"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=47082","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:27Z","sha256":"4b6ece6d8a98042b9b905225c5258d3af8ec76e6686ae2cfb5d57a34230fe920","source_id":"us-ky","stale":false,"prev":"us-ky/krs-275.172","next":"us-ky/krs-275.177"},"notice":"GroundRules: Original legal text. Not legal advice."}