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Majority Vote of Members


Guest Paul
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I am a member of a family LLC with eight members and in our operating agreement there is a specific paragraph defining a subject which is to be determined by a Majority Vote of the Members.   That is exactly how it is written without further description and we are trying to determine whether this would require more than half of the members present or more than half of the actual membership which would require at least five votes.

Any help would be greatly appreciated in resolving this issue.

Thanks.

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22 minutes ago, Guest Paul said:

I am a member of a family LLC with eight members and in our operating agreement there is a specific paragraph defining a subject which is to be determined by a Majority Vote of the Members.   That is exactly how it is written without further description and we are trying to determine whether this would require more than half of the members present or more than half of the actual membership which would require at least five votes.

Any help would be greatly appreciated in resolving this issue.

It is ultimately up to the organization itself to interpret its own rules on this subject. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation and RONR, 11th ed., pgs. 402-404 for recommended wording for clearly identifying voting requirements.

Generally speaking, however, I would suggest that the phrase “majority vote of the members” should be interpreted as the default requirement of “a majority of the members present and voting” (that is, abstentions are not included in the total). My experience is that the wording “of the members” is used to clarify which assembly is voting, not to modify the required vote (as opposed to “a vote of a majority of the members present” or “a vote of a majority of the entire membership”.

Since this is an incorporated society, it may also be that applicable law of the state the organization is incorporated in may shed some light on the meaning of this phrase.

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