Rhode Island General Laws 7-16-21. Voting rights of members
(a) Unless otherwise provided in the articles of organization or operating agreement, the members of a limited-liability company, to the extent their membership interests have not been assigned, are entitled to vote in proportion to the capital value of the membership interests that have not been assigned.
Terms Used In Rhode Island General Laws 7-16-21
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of organization: means documents filed under § 7-16-5 for the purpose of forming a limited-liability company. See Rhode Island General Laws 7-16-2
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Capital value: means the fair market value in each case as of the date contributed of a member's capital contributions, including a contribution of services previously performed or a contribution of a binding obligation to perform services, reduced by distributions made to the member. See Rhode Island General Laws 7-16-2
- in writing: include printing, engraving, lithographing, and photo-lithographing, and all other representations of words in letters of the usual form. See Rhode Island General Laws 43-3-16
- interest: means a member's rights in the limited-liability company, collectively, including the member's share of the profits and losses of the limited-liability company, the right to receive distributions of the limited-liability company's assets, and any right to vote or participate in management of the limited-liability company. See Rhode Island General Laws 7-16-2
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- Managers: means a person or persons designated by the members of a limited-liability company to manage the limited-liability company. See Rhode Island General Laws 7-16-2
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
- Operating agreement: means any agreement, written or oral, of the members as to the affairs of a limited-liability company and the conduct of its business. See Rhode Island General Laws 7-16-2
- Person: means a natural person, partnership, limited partnership, domestic or foreign limited-liability company, trust, estate, corporation, non-business corporation or other association. See Rhode Island General Laws 7-16-2
(b) Unless otherwise provided in the articles of organization or operating agreement, the affirmative vote of members entitled to vote, representing a majority of the capital values of all membership interests that have not been assigned, are required to approve the following matters:
(1) The dissolution and winding up of the limited-liability company;
(2) The sale, exchange, lease, mortgage, pledge or other transfer of all or substantially all of the assets of the limited-liability company;
(3) The merger or consolidation of the limited-liability company with another person; and
(4) A transaction involving an actual or potential conflict of interest between a manager and the limited-liability company;
(5) An amendment to the articles of organization or operating agreement; and
(6) Any restatement of the articles of organization that includes an additional amendment.
(c) Any action required or permitted to be taken by the members or managers by this chapter, the articles of organization or operating agreement may be taken without a meeting if all the members entitled to vote or all the managers consent to it in writing.
(d)(1) Except as otherwise provided in the articles of organization or operating agreement and except for actions pursuant to subsections (b)(1), (2), and (3) of this section, any action required or permitted to be taken by vote of the members may be taken without a meeting on the written consent of less than all the members entitled to vote on it, if the members who consent would be entitled to cast at least the minimum number of votes that would be required to take the action at a meeting at which all members entitled to vote on it are present.
(2) Prompt notice of the action shall be given to all members who would have been entitled to vote on the action if the meeting were held.
(e) Any action taken pursuant to this section has the same effect for all purposes as if the action had been taken at a meeting of the members.
(f) The articles of organization or operating agreement may provide for any other voting rights of members.
History of Section.
P.L. 1992, ch. 280, § 1.