NY LLCL § 402: Voting Rights of Members

New York Limited Liability Company Law § 402 provides default voting rules for members of a New York LLC, subject to contrary provisions in the operating agreement.

§ 402. Voting rights of members

(a) Except as provided in the operating agreement, in managing the affairs of the limited liability company, electing managers or voting on any other matter that requires the vote at a meeting of the members pursuant to this chapter, the articles of organization or the operating agreement, each member of a limited liability company shall vote in proportion to such member’s share of the current profits of the limited liability company in accordance with section five hundred three of this chapter.

(b) Except as provided in the operating agreement, any member may vote in person or by proxy.

(c) Except as provided in the operating agreement, whether or not a limited liability company is managed by the members or by one or more managers, the vote of a majority in interest of the members entitled to vote thereon shall be required to:

(1) admit a person as a member and issue such person a membership interest in the limited liability company;

(2) approve the incurrence of indebtedness by the limited liability company other than in the ordinary course of its business; or

(3) adopt, amend, restate or revoke the articles of organization or operating agreement, subject to the provisions in subdivision (e) of this section, subdivision (b) of section six hundred nine of this chapter and subdivision (b) of section four hundred seventeen of this article.

(d) Except as provided in the operating agreement, whether or not a limited liability company is managed by the members or by one or more managers, the vote of at least a majority in interest of the members entitled to vote thereon shall be required to:

(1) approve the dissolution of the limited liability company in accordance with section seven hundred one of this chapter;

(2) approve the sale, exchange, lease, mortgage, pledge or other transfer of all or substantially all of the assets of the limited liability company; or

(3) approve a merger or consolidation of the limited liability company with or into another limited liability company or foreign limited liability company.

(e) Notwithstanding anything to the contrary in this section or section four hundred seventeen of this article, no applicable provision in either this chapter, the articles of organization or operating agreement, as the case may be, that provides for the vote or consent of a percentage in interest of the members or class of members shall be amended without the vote or consent of at least such percentage in interest of the members or such class of members.

(f) Whenever any action is to be taken under this chapter by the members or a class of members, it shall, except as otherwise required or specified by this chapter or the articles of organization or the operating agreement as permitted by this chapter, be authorized by a majority in interest of the members’ votes cast at a meeting of members by members or such class of members entitled to vote thereon.

(g) A limited liability company whose original articles of organization were filed with the secretary of state and effective prior to the effective date of this subdivision shall continue to be governed by this section as in effect on such date and shall not be governed by this section, unless otherwise provided in the operating agreement.