§428-404 Management of the limited liability company. (a) In a member-managed limited liability company:
(b) In a manager-managed limited liability company:
(c) The only matters of a limited liability company's business that require the consent of all the members are:
(d) Action requiring the consent of members or managers under this chapter may be taken with or without a meeting. If a meeting is otherwise required and written action in lieu thereof is not prohibited, the written action must be evidenced by one or more consents reflected in a record describing the action taken and signed by all of the members or managers entitled to vote on the action.
(e) A member or manager may appoint a proxy to vote or otherwise act for the member or manager by signing an appointment instrument, either personally or by the member's or manager's attorney-in-fact. An appointment of a proxy is valid for eleven months unless a different time is specified in the appointment instrument. An appointment is revocable by the member or manager unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest, in which case the appointment is revoked when the interest is extinguished. [L 1996, c 92, pt of §1; am L 1999, c 164, §4; am L 2001, c 129, §94]