2023 New York Laws › LLC - Limited Liability Company Law › Article 4 - Management by Members or Managers › 402 - Voting Rights of Members.

§  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.