Level of Consent Specified in Articles of Organization Clause Samples

Level of Consent Specified in Articles of Organization. To what extent could the Articles of Organization vary the presumed requirement for unanimous consent? It should be noted that under the definition of operating agreement found in the Montana Limited Liability Company Act, it would appear that some point there be unanimous consent as to the terms and provisions of an operating agreement, since the terms and conditions of an operating agreement states that it is binding upon all of the members. It maybe contemplated that the Articles of Organization could include a provision regarding the operating agreement and the level of consent required to adopt the operating agreement. Any provision not inconsistent with law may be included in the Articles of Organization.18 Presumably, this would include a provision regarding the voting or the level of consent required to adopt an operating agreement that would be binding upon all of the members. Query: how far such a provision may be taken. By agreeing to contribute property to and become a member of a LLC, presumably a member would be consenting to the Articles of Organization and thereby could be considered to consent to the provision therein setting forth a less-than-unanimous requirement for adoption of an operating agreement . At any rate, the provisions under Montana law are not iron-clad as to the consent required to adopt an operating agreement, but this is an issue that only rarely will arise with 18 35-8-202 (1)(g), M.C.A. closely-held LLCs because members will consent to the original operating agreement unanimously.
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Related to Level of Consent Specified in Articles of Organization

  • Articles of Organization This Company is organized pursuant to the provisions of the COLORADO LIMITED LIABILITY COMPANY ACT (the “Act”, codified in Colorado Revised Statues §7-80-100 et seq. as it may be amended from time to time) and pursuant to Articles of Organization filed with the Secretary of State on January 24, 2014. The rights and obligations of the Company and the Members shall be provided in this Operating Agreement.

  • Modification of Organizational Documents No Borrower will, or will permit any Subsidiary to, directly or indirectly, amend or otherwise modify any Organizational Documents of such Person, except for Permitted Modifications.

  • Amendment of Organizational Documents The Borrower will not, nor will the Borrower permit any Credit Party to, amend or otherwise modify any of its Organizational Documents in a manner that is materially adverse to the Lenders, except as required by Applicable Laws.

  • Modifications of Organizational Documents The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect.

  • Certified Copies of Organizational Documents The Agent shall have received from the Borrower a copy, certified as of a recent date by the appropriate officer of each State in which the Borrower, the Guarantors or any of their respective Subsidiaries, as applicable, is organized or in which the Real Estate is located and a duly authorized partner, member or officer of such Person, as applicable, to be true and complete, of the partnership agreement, corporate charter, declaration of trust or other organizational documents of the Borrower, the Guarantors, or any Subsidiary, as applicable, or its qualification to do business, as applicable, as in effect on such date of certification.