The Florida Senate

608.4231  Voting by members and managers.--

(1)  The articles of organization or operating agreement may provide for classes or groups of members having such relative rights, powers, and duties as the articles of organization or operating agreement may provide, and may make provision for the future creation in the manner provided in the articles of organization or operating agreement of additional classes or groups of members having such relative rights, powers, and duties as may from time to time be established, including rights, powers, and duties senior to existing classes and groups of members. The articles of organization or operating agreement may provide for the taking of an action, including the amendment of the articles of organization or operating agreement, without the vote or approval of any member or class or group of members, including an action to create under the provisions of the articles of organization or operating agreement a class or group of limited liability company interests that was not previously outstanding. The articles of organization or operating agreement may provide that any member or class or group of members shall have no voting rights.

(2)  The articles of organization or operating agreement may grant to all or certain identified members or a specified class or group of the members the right to vote separately or with all or any class or group of the members or manager on any matter. Voting by members may be on a per capita, number, financial interest, class, group, or any other basis.

(3)  If no conflicting voting provision is contained in the articles of organization or operating agreement:

(a)  The members of a limited liability company shall vote in proportion to their then-current percentage or other allocable interest in the profits of the limited liability company or, in the case of a member who has assigned the member's entire economic interest in the limited liability company to a person who has not been admitted as a member, in proportion to the then-current percentage or other allocable interest in the profits of the limited liability company that the assigning member would have, had the assignment not been made.

(b)  In all matters in which a vote is required, a vote of a majority-in-interest of the members shall be sufficient unless provided otherwise in the limited liability company's articles of organization or operating agreement or this chapter.

(4)  Notwithstanding any provision to the contrary in the articles of organization or operating agreement, in no event shall the articles of organization be amended by a vote of less than a majority-in-interest of the members.

(5)  Notwithstanding any provision to the contrary in the articles of organization or operating agreement, members shall have the right to vote on a dissolution of the limited liability company as provided in s. 608.441 and on a merger of the limited liability company as provided in s. 608.4381

(6)  Except as otherwise provided in the articles of organization or the operating agreement, if the members have appointed more than one manager or managing member to manage the business of the limited liability company, decisions of the managers or managing members shall be made by majority vote of the managers or managing members if at a meeting, or by unanimous written consent. Unless otherwise provided in the articles of organization or operating agreement, on any matter that is to be voted on by one or more managers or managing members, the managers or managing members may vote in person or by proxy. Within 10 days after obtaining such authorization by written consent, notice must be given to those managers or managing members who have not consented in writing or who are not entitled to vote on the action.

(7)  The articles of organization or operating agreement which grants a right to vote may set forth provisions relating to notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any members, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.

(8)  Unless otherwise provided in the articles of organization or operating agreement, on any matter that is to be voted on by members, the members may take such action without a meeting, without prior notice, and without a vote if a consent or consents in writing, setting forth the action so taken, are signed by the members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting, but in no event by a vote of less than a majority-in-interest of the members that would be necessary to authorize or take such action at a meeting. Unless otherwise provided in the articles of organization or operating agreement, on any matter that is to be voted on by members, the members may vote in person or by proxy. Within 10 days after obtaining such authorization by written consent, notice must be given to those members who have not consented in writing or who are not entitled to vote on the action.

History.--s. 25, ch. 93-284; s. 1, ch. 99-315; s. 17, ch. 2002-272.