§ 4-32-403 - Voting.
4-32-403. Voting.
(a) Unless otherwise provided in an operating agreement or this chapter, and subject to subsection (b) of this section, the affirmative vote, approval or consent of more than one-half (1/2) by number of the members, if management of the limited liability company is vested in the members, or of the managers if the management of the limited liability company is vested in managers, shall be required to decide any matter connected with the business of the limited liability company.
(b) Unless otherwise provided in writing in an operating agreement, the affirmative vote, approval, or consent of all members shall be required to:
(1) Amend a written operating agreement; or
(2) Authorize a manager or member to do any act on behalf of the limited liability company that contravenes a written operating agreement, including any written provision thereof which expressly limits the purpose, business, or affairs of the limited liability company or the conduct thereof.