Guam § 15114 - (E). Meetings; Notice; Quorum; Proxies; Record

§ 15114. (E). Meetings; Notice; Quorum; Proxies; Record

Date of Members Entitled to Notice.

(a) Meetings of members may be held at any place, either

within or without Guam, selected by the person or persons

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calling the meeting or as may be stated in or fixed in accordance

with the articles of organization or a written operating

agreement. If no other place is stated or so fixed, all meetings

shall be held at the principal executive office of the limited

liability company.

(b) A meeting of the members may be called by any

manager or by any member or members representing more than

10 percent of the interests of members for the purpose of

addressing any matters on which the members may vote.

(c)(1) Whenever members are required or permitted to take

any action at a meeting, a written notice of the meeting shall

be given not less than 10 days nor more than 60 days before

the date of the meeting to each member entitled to vote at

the meeting. The notice shall state the place, date, and hour

of the meeting and the general nature of the business to be

transacted. No other business may be transacted at this

meeting.

(2)(i) Any report or any notice of a members' meeting

shall be given either personally or by mail or other

means of written communication, addressed to the

member at the address of the member appearing on the

books of the limited liability company or given by the

member to the limited liability company for the

purpose of notice, or, if no address appears or is given,

at the place where the principal executive office of the

limited liability company is located or by publication at

least once in a newspaper of general circulation in

Guam. The notice or report shall be deemed to have

been given at the time when delivered personally or

deposited in the mail or sent by other means of written

communication. An affidavit of mailing of any notice

or report in accordance with the provisions of this

article, executed by a manager, shall be prima facie

evidence of the giving of the notice or report.

(ii) If any notice or report addressed to the

member at the address of the member appearing on the

books of the limited liability company is returned to

the limited liability company by the United States

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Postal Service marked to indicate that the United States

Postal Service is unable to deliver the notice or report

to the member at the address, all future notices or

reports shall be deemed to have been duly given

without further mailing if they are available for the

member at the principal executive office of the limited

liability company for a period of one year from the

date of the giving of the notice or report to all other

members.

(3) Upon written request to a manager by any person

entitled to call a meeting of members, the manager shall

immediately cause notice to be given to the members

entitled to vote that a meeting will be held at a time re-

quested by the person calling the meeting, not less than 10

days nor more than 60 days after the receipt of the request.

If the notice is not given within 20 days after receipt of the

request, the person entitled to call the meeting may give the

notice or, upon the application of that person, the Superior

Court of Guam shall summarily order the giving of the

notice, after notice to the limited liability company

affording it an opportunity to be heard. The court may issue

any order as may be appropriate, including, without

limitation, an order designating the time and place of the

meeting, the record date for determination of members

entitled to vote, and the form of notice.

(d) When a members' meeting is adjourned to another time

or place, unless the articles of organization or a written operating

agreement otherwise require and, except as provided in this

subdivision, notice need not be given of the adjourned meeting if

the time and place thereof are announced at the meeting at which

the adjournment is taken. At the adjourned meeting, the limited

liability company may transact any business that may have been

transacted at the original meeting. If the adjournment is for more

than 45 days, or if after the adjournment a new record date is

fixed for the adjourned meeting, a notice of the adjourned

meeting shall be given to each member of record entitled to vote

at the meeting.

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(e) The actions taken at any meeting of members, however

called and noticed, and wherever held, have the same validity as

if taken at a meeting duly held after regular call and notice, if a

quorum is present either in person or by proxy, and if, either

before or after the meeting, each of the members entitled to vote,

not present in person or by proxy, signs a written waiver of

notice or consents to the holding of the meeting or approves the

minutes of the meeting. All waivers, consents, and approvals

shall be filed with the limited liability company records or made

a part of the minutes of the meeting. Attendance of a person at a

meeting shall constitute a waiver of notice of the meeting, except

when the person objects, at the beginning of the meeting, to the

transaction of any business because the meeting is not lawfully

called or convened. Attendance at a meeting is not a waiver of

any right to object to the consideration of matters required by

this title to be included in the notice but not so included, if the

objection is expressly made at the meeting. Neither the business

to be transacted nor the purpose of any meeting of members need

be specified in any written waiver of notice, unless otherwise

provided in the articles of organization or operating agreement,

except as provided in subdivision (g).

(f) Members may participate in a meeting of the limited

liability company through the use of conference telephones or

similar communications equipment, as long as all members

participating in the meeting can hear one another. Participation

in a meeting pursuant to this provision constitutes presence in

person at that meeting.

(g) Any action approved at a meeting, other than by

unanimous approval of those entitled to vote, shall be valid only

if the general nature of the proposal so approved was stated in

the notice of meeting or in any written waiver of notice.

(h)(1) A majority in interest of the members represented in

person or by proxy shall constitute a quorum at a meeting of

members.

(2) The members present at a duly called or held

meeting at which a quorum is present may continue to

transact business until adjournment, notwithstanding the

loss of a quorum, if any action taken after loss of a quorum,

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other than adjournment, is approved by the requisite

percentage of interests of members specified in this title or

in the articles of organization or a written operating

agreement.

(3) In the absence of a quorum, any meeting of mem-

bers may be adjourned from time to time by the vote of a

majority of the interests represented either in person or by

proxy, but no other business may be transacted, except as

provided in paragraph (2).

(i)(1) Any action that may be taken at any meeting of the

members may be taken without a meeting if a consent in

writing, setting forth the action so taken, is signed and

delivered to the limited liability company within 60 days of

the record date for that action by members having not less

than the minimum number of votes that would be necessary

to authorize or take that action at a meeting at which all

members entitled to vote thereon were present and voted.

(2) Unless the consents of all members entitled to vote

have been solicited in writing:

(A) Notice of any member approval of an amend-

ment to the articles of organization or operating agree-

ment, a dissolution of the limited liability company as

provided in § 15132 without a meeting by less than

unanimous written consent shall be given at least 10

days before the consummation of the action authorized

by such approval; and

(B) Prompt notice shall be given of the taking of

any other action approved by members without a

meeting by less than unanimous written consent, to

those members entitled to vote who have not consented

in writing.

(3) Any member giving a written consent, or the

member's proxy holder, may revoke the consent by a

writing received by the limited liability company prior to

the time that written consents of members having the

minimum number of votes that would be required to

authorize the proposed action have been filed with the

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limited liability company, but may not do so thereafter. This

revocation is effective upon its receipt at the office of the

limited liability company required to be maintained

pursuant to this Chapter.

(j) The use of proxies in connection with this section will be

governed in the same manner as in the case of corporations

formed under Title 18, Guam Code Annotated.

(k) In order that the limited liability company may

determine the members of record entitled to notices of any

meeting or to vote, or entitled to receive any distribution or to

exercise any rights in respect of any other lawful action, a

manager, or members representing more than 10 percent of the

interests of members, may fix, in advance, a record date, that is

not more than 60 days nor less than 10 days prior to the date of

the meeting and not more than 60 days prior to any other action.

If no record date is fixed:

(1) The record date for determining members entitled

to notice of or to vote at a meeting of members shall be at

the close of business on the business day next preceding the

day on which notice is given or, if notice is waived, at the

close of business on the business day next preceding the day

on which the meeting is held.

(2) The record date for determining members entitled

to give consent to limited liability company action in

writing without a meeting shall be the day on which the first

written consent is given.

(3) The record date for determining members for any

other purpose shall be at the close of business on the day on

which the managers adopt the resolution relating thereto, or

the 60th day prior to the date of the other action, whichever

is later.

(4) The determination of members of record entitled to

notice of or to vote at a meeting of members shall apply to

any adjournment of the meeting unless a manager or the

members who called the meeting fix a new record date for

the adjourned meeting, but the manager or the members

who called the meeting shall fix a new record date if the

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meeting is adjourned for more than 45 days from the date

set for the original meeting.

2021 NOTE: Reference to “territory” replaced with “Guam” pursuant to

1 GCA § 420.

2017 NOTE: Subitem designations altered pursuant to the authority

of 1 GCA § 1606.