(1) In a member-managed limited liability company, the following rules apply:
(a) Each member has the right to vote with respect to the management and conduct of the company’s activities and affairs.
(b) Each member’s vote is proportionate to that member’s then-current percentage or other interest in the profits of the limited liability company owned by all members.
(c) Except as otherwise provided in this chapter, the affirmative vote or consent of a majority-in-interest of the members is required to undertake an act, whether within or outside the ordinary course of the company’s activities and affairs, including a transaction under ss. 605.1001-605.1072.
(d) The operating agreement and articles of organization may be amended only with the affirmative vote or consent of all members.
(2) In a manager-managed limited liability company, the following rules apply:
(a) Each manager has equal rights in the management and conduct of the company’s activities and affairs.
(b) Except as expressly provided in this chapter, a matter relating to the activities and affairs of the company shall be decided by the manager; if there is more than one manager, by the affirmative vote or consent of a majority of the managers; or if the action is taken without a meeting, by the managers’ unanimous consent in a record.
(c) Each member’s vote is proportionate to that member’s then-current percentage or other interest in the profits of the limited liability company owned by all members.
(d) Except as otherwise provided in this chapter, the affirmative vote or consent of a majority-in-interest of the members is required to undertake an act outside the ordinary course of the company’s activities and affairs, including a transaction under ss. 605.1001-605.1072.
(e) The operating agreement and articles of organization may be amended only with the affirmative vote or consent of all members.
(3) If a member has transferred all or a portion of the member’s transferable interest in the limited liability company to a person who is not admitted as a member and if the transferring member has not been dissociated in accordance with s. 605.0602(5)(b), the transferring member continues to be entitled to vote on an action reserved to the members, with the vote of the transferring member being proportionate to the then-current percentage or other interest in the profits of the limited liability company owned by all members that the transferring member would have if the transfer had not occurred.
(4) An action requiring the vote or consent of members under this chapter may be taken without a meeting if the action is approved in a record by members with at least the minimum number of votes that would be necessary to authorize or take the action at a meeting of the members. A member may appoint a proxy or other agent to vote or consent for the member by signing an appointing record, personally or by the member’s agent. On an action taken by fewer than all of the members without a meeting, notice of the action must be given to those members who did not consent in writing to the action or who were not entitled to vote on the action within 10 days after the action was taken.
(5) An action requiring the vote or consent of managers under this chapter may be taken without a meeting if the action is unanimously approved by the managers in a record. A manager may appoint a proxy or other agent to vote or consent for the manager by signing an appointing record, personally or by the manager’s agent.
(6) Meetings of members and meetings of managers may be held by a conference telephone call or other communications equipment if all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this subsection constitutes presence in person at the meeting.
History.—s. 2, ch. 2013-180; s. 4, ch. 2015-148.