§ 2-304. Voting.
A. Unless otherwise provided in the articles of operation or this section, and subject to subsection (B) of this section, an affirmative vote, approval, or consent as follows shall be required to decide any matter connected with the business of an LLC:
1. If management of an LLC is reserved to the members, an affirmative vote, approval, or consent by a majority in interest of members.
2. If the management of an LLC is vested in one or more managers, the affirmative vote, consent, or approval of more than fifty percent (50%) of the managers.
B. Unless otherwise provided in the articles of operation or this Act, the affirmative vote, approval, or consent of all members shall be required to do any of the following:
1. Amend the articles of organization.
2. Issue an interest in an LLC to any person.
3. Adopt, amend, or revoke articles of operation.
4. Allow an LLC to accept any additional contribution from a member.
5. Allow a partial redemption of an interest in an LLC under Section 2-503 of this Title.
6. Value contributions of members under Section 2-401 of this Title.
7. Authorize a manager, member, or other person to do any act on behalf of the LLC that contravenes the articles of operation.
C. Unless otherwise provided in the articles of operation if any member is precluded from voting with respect to a given matter, the value of the contribution represented by the interest in the LLC with respect to which the member would otherwise have been entitled to vote shall be excluded from the total contributions made to the LLC for purposes of determining the fifty percent (50%) threshold under Section 2-105(K) of this Title for that matter.
D. Unless otherwise provided in articles of operation or this section, if all or part of an interest in the LLC is assigned under Section 2-604 of this Title, the assigning member shall be considered the owner of the assigned interest for purposes of determining the fifty percent (50%) threshold under Section 2-105(K) of this Title until the assignee of the interest in the LLC becomes a member under Section 2-606 of this Title. ONCA 08-02, eff. June 13, 2008.