Xyz Limited Liability Company Operating Agreement Page 14
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28adjourned meeting and the new fixed record date shall be given to each Member. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally Noticed. The Members present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of Members
which would cause less than a quorum.
5.8
Manner of Acting. If a quorum is present, the affirmative vote of
Members holding a Majority Interest shall be considered the act of the Members, unless
the vote of a greater or lesser proportion or number is otherwise required by the Act or
by this Operating Agreement. Unless otherwise expressly provided herein or required
under applicable law, only Members may vote or give consent upon any matter and
their vote or consent, as the case may be, shall be counted in the determination of
whether the matter was approved by the Members.
[or]
5.8
Manner of Acting. If a quorum is present, the unanimous affirmative vote
of Members holding an Interest shall be considered the act of the Members, unless the
vote of a lesser proportion or number is otherwise required by the Act or by this
Operating Agreement. Unless otherwise expressly provided herein or required under
applicable law, only Members may vote or give consent upon any matter and their vote
or consent, as the case may be, shall be counted in the determination of whether the
matter was approved by the Members.
[The first provision gives the Members the ability to act outside of the Manager should they need
to. The second provision provides protection against the consequences of a charging order attack.
Again, most businesses should use the first provision, while the second provision should be used
for closely-held LLCs, such as those held by a husband and wife.]
5.9
Proxies. At any or all meetings, any Member may be represented in
person or by proxy or proxies executed in writing by the Member or by a duly
authorized attorney-in-fact. Such proxy shall be filed with the Managers of the
Company before or at the time of the meeting. No proxy shall be valid after eleven (11)
months from the date of its execution, unless otherwise provided in the proxy.
5.10
Action by Members without a Meeting. Action required or permitted to
be taken at a meeting of Members may be taken without a meeting if the action is
evidenced by one or more written consents describing the action taken, signed by each
Member entitled to vote and delivered to the Managers of the Company for inclusion in
the minutes or for filing with the Company records. Action taken under this Section is
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