29.13.040 Voting
(a) Unless otherwise provided in articles of operation or this Section, and subject to paragraph b, below, an affirmative vote, approval, or consent as follows shall be required to decide any matter connected with the business of an LLC.
(1) If management of an LLC is reserved to the members, an affirmative vote, approval, or consent by majority in interest of members.
(2) If the management of an LLC is vested in one or more managers, the affirmative, vote, consent, or approval of more than fifty percent (50%) of the managers.
(b) Unless otherwise provided in articles of operation or this Act, the affirmative vote, approval, or consent of all members shall be required to do any of the following:
(1) Amend the articles of organization.
(2) Issue an interest in an LLC to any person.
(3) Adopt, amend, or revoke articles of operation.
(4) Allow an LLC to accept any additional contribution from a member.
(5) Allow a partial redemption of an interest in an LLC under the "Distribution Upon Partial Redemption" Section herein.
(6) Value contributions of members under the "Contributions" Section within this Title.
(7) Authorize a manager, member, or other person to do any act on behalf of the LLC that contravenes the articles of operation.
(c) Unless otherwise provided in articles of operation if any member is precluded from voting with respect to a given matter, the value of the contribution represented by the interest in the LLC with respect to which the member would otherwise have been entitled to vote shall be excluded from the total contributions made to the LLC for purposes of determining the fifty percent (50%) threshold under the definition of the "Limited Liability Company Interest" within this Act for that matter.
(d) Unless otherwise provided in articles of operation or this Section, if all or part of an interest in the LLC is assigned under "Assignment of LLC Interest" section of this Code, the assigning member shall be considered the owner of the assigned interest for purposes of determining the 50% threshold under the definition of the "Limited Liability Company Interest" within this Act until the assignee of the interest in the LLC becomes a member under "Right of Assignee to Become a Member" section herein.