35-8-403. Voting. (1) Except as provided in the articles of organization, the operating agreement, or this chapter and subject to subsection (2), the affirmative vote, approval, or consent of more than one-half of the members, if management of the limited liability company is vested in the members, or of the managers or other persons vested with the management of the limited liability company, if the management of the limited liability company is vested in the managers or persons, is required to decide any matter connected with the business.
     (2) Except as provided in writing in the articles of organization or the operating agreement, the affirmative vote, approval, or consent of all members is required to:
     (a) amend the articles of organization or a written operating agreement; or
     (b) authorize a member, manager, or other person to do any act on behalf of the limited liability company that contravenes the articles of organization or a written operating agreement, including any written provision of the articles of organization or a written operating agreement that expressly limits the purpose, business, or affairs of the limited liability company or its conduct.

     History: En. Sec. 26, Ch. 120, L. 1993.