Oklahoma § 18-2020

§ 18-2020.

Voting rights of members.

VOTING RIGHTS OF MEMBERS

A. Voting by members may be on a per capita, number, financial

interest, class, group or any other basis. Unless otherwise

provided in the articles of organization or operating agreement, the

members of a limited liability company vote in proportion to their

respective interests in the profits of the limited liability

company. Except as otherwise provided in subsection D of this

section or unless the context otherwise requires, references in the

Oklahoma Limited Liability Company Act to a vote or the consent of

the members mean a vote or consent of the members holding a majority

of the interests in the profits of the limited liability company.

The vote or consent may be evidenced in the minutes of a meeting of

the members or by a written consent in lieu of a meeting.

B. Except as otherwise provided in subsection D of this section

or in the articles of organization or operating agreement, a

majority vote of the members shall be required to approve the

following matters:

1. The sale, exchange, lease, mortgage, pledge, or other

transfer of all or substantially all of the assets of the limited

liability company;

2. Merger of the limited liability company with another limited

liability company or other entity; and

3. An amendment to the articles of organization or operating

agreement.

C. The articles of organization or operating agreement may

alter the above voting rights and provide for any other voting

rights of members.

D. Unless otherwise provided in the articles of organization or

a written operating agreement, the unanimous vote or consent of the

members shall be required to approve the following matters:

1. The dissolution of the limited liability company pursuant to

paragraph 3 of subsection A of Section 2037 of this title; or

2. An amendment to the articles of organization or an amendment

to a written operating agreement:

a.

which reduces the term of the existence of the limited

liability company,

b.

which reduces the required vote of members to approve

a dissolution, merger or sale, exchange, lease,

mortgage, pledge, or other transfer of all or

substantially all of the assets of the limited

liability company,

c.

which permits a member to voluntarily withdraw from

the limited liability company, or

Oklahoma Statutes - Title 18. Corporations

d.

which reduces the required vote of members to approve

an amendment to the articles of organization or

written operating agreement reducing the vote

previously required on the matters described in this

paragraph.

E. An operating agreement may grant to all or certain

identified members or a specified class or group of the members the

right to vote separately or with all or any class or group of the

members or managers, on any matter.

Added by Laws 1992, c. 148, § 21, eff. Sept. 1, 1992. Amended by

Laws 1993, c. 366, § 12, eff. Sept. 1, 1993; Laws 1996, c. 226, §

23, eff. July 1, 1996; Laws 1998, c. 422, § 28, eff. Nov. 1, 1998;

Laws 2004, c. 255, § 42, eff. Nov. 1, 2004; Laws 2017, c. 323, § 42,

eff. Nov. 1, 2017.