The answer is in your Operating Agreement, and the default is in the California Corporations code.
Majority rule is the default with a quorum of 50 percent. There appears to be a rational business reason for your actions.
Get a lawyer, a CPA, an operating agreement and as importantly a buy sell agreement setting for the obligation to purchase the membership interest in the event of death, disability or desire to retire. Find a formula for value in advance. That is the big lawsuit that awaits you.
The above is general legal and business analysis. It is not "legal advice" but analysis, and different lawyers may analyse this matter differently, especially if there are additional facts not reflected in the question. I am not your attorney until retained by a written retainer agreement signed by both of us. I am only licensed in California. See also avvo.com terms and conditions item 9, incorporated as if it was reprinted here.
Hi there, read and listen to Atty. Doland's advise as it is sound. You need to have professionals on your team, including a CPA and an attorney. Best of luck.
Answer given for general advice and is not a legal opinion, which would require an analysis of the facts and circumstances as well as the applicable law and regulations.
I agree with my colleagues:
A majority of the membership interests generally can set compensation so long as it is fair to the LLC and its members. To minimize the likelihood of problems down the road, however, you should retain a lawyer to help ensure that the proper paperwork will be in place.
This information does not constitute legal advice and does not establish an attorney-client relationship.