Expert Advice When You Need It Most

If an amendent in an operating agreement can change the operating agreement, can it change voting rights of a voting Member?

Asked over 2 years ago - Chicago, IL

There is a section dedicated on Membership units rights in the operating agreement requiring unanimous consent of voting members on transfers. Also as stated, "None of the Membership Units in the Company, nor any rights, title or interest therein, whether now owned or hereafter acquired, shall be sold, assigned, transferred of ecumbered...." The amendment states" This Operating Agreement shall not be amended, modified, terminated or supplemented except by vote of the Class A Members holding a mahority of the Class AMembership Units of the Company." (Note: Class A Members are the only Members that hold voting rights.)

Flag

Save

Share with:

Attorney answers (1)

Pamela Koslyn

Reputation Level 20

Answered over 2 years ago. Business Attorney in Los Angeles, CA.

Flag

Your 1st cite of the LLC's Operating Agreement's provision on transfers doesn't speak to the issue of member classes and member voting rights or affect the 2nd cite about amending the Agreement. It would be necessary to review the Agreement and the Amendment to answer your question. That said, if the terms of the Amendment required a majority vote of voting members and that was not done, it would not be a valid Amendment.

Disclaimer: Please note that this answer does not constitute legal advice, and should not be relied on, since each state has different laws, each situation is fact specific, and it is impossible to evaluate a legal problem without a comprehensive consultation and review of all the facts and documents at issue. This answer does not create an attorney-client relationship.

Mark as good answer

1 person marked this answer as good

Add comment