Amending LLC Operating Agreement

[jjsmom]

What is the name of your state? Oklahoma. The Operating Agreement of our LLC says that the unanimous consent of all Members must be obtained before any Units can be transferred. It also says that the Operating Agreement can be modified by a majority vote of the Members. At the last annual meeting, a majority of members voted to change the requirement for unanimous consent when transferrring units. Can this be done?

 

[seniorjudge]

Q: Can this be done?

A: Based SOLELY on the information based in your post, yes.

 

[jjsmom]

solely?? We're a small llc (8) members and we wanted tight control of the units, so we set it up that way. There have been some disagreements between the members and there was a concern that it someone wanted to sell units, it might be blocked by another member being spiteful. How can something that requires a unanimous vote, be changed by a majority vote?

 

[seniorjudge]

The Operating Agreement of our LLC says that the unanimous consent of all Members must be obtained before any Units can be transferred.

Unit transfers must be unanimous.



It also says that the Operating Agreement can be modified by a majority vote of the Members.

Operating agreement must be by a majority.



At the last annual meeting, a majority of members voted to change the requirement for unanimous consent when transferrring units. Can this be done?

Operating agreement was changed by a majority.



I don't see a conflict.