§ 402. Voting rights of members. (a) Except as provided in the
operating agreement, in managing the affairs of the limited liability
company, electing managers or voting on any other matter that requires
the vote at a meeting of the members pursuant to this chapter, the
articles of organization or the operating agreement, each member of a
limited liability company shall vote in proportion to such member's
share of the current profits of the limited liability company in
accordance with section five hundred three of this chapter.

(b) Except as provided in the operating agreement, any member may vote
in person or by proxy.

(c) Except as provided in the operating agreement, whether or not a
limited liability company is managed by the members or by one or more
managers, the vote of a majority in interest of the members entitled to
vote thereon shall be required to:

(1) admit a person as a member and issue such person a membership
interest in the limited liability company;

(2) approve the incurrence of indebtedness by the limited liability
company other than in the ordinary course of its business; or

(3) adopt, amend, restate or revoke the articles of organization or
operating agreement, subject to the provisions in subdivision (e) of
this section, subdivision (b) of section six hundred nine of this
chapter and subdivision (b) of section four hundred seventeen of this
article.

(d) Except as provided in the operating agreement, whether or not a
limited liability company is managed by the members or by one or more
managers, the vote of at least a majority in interest of the members
entitled to vote thereon shall be required to:

(1) approve the dissolution of the limited liability company in
accordance with section seven hundred one of this chapter;

(2) approve the sale, exchange, lease, mortgage, pledge or other
transfer of all or substantially all of the assets of the limited
liability company; or

(3) approve a merger or consolidation of the limited liability company
with or into another limited liability company or foreign limited
liability company.

(e) Notwithstanding anything to the contrary in this section or
section four hundred seventeen of this article, no applicable provision
in either this chapter, the articles of organization or operating
agreement, as the case may be, that provides for the vote or consent of
a percentage in interest of the members or class of members shall be
amended without the vote or consent of at least such percentage in
interest of the members or such class of members.

(f) Whenever any action is to be taken under this chapter by the
members or a class of members, it shall, except as otherwise required or
specified by this chapter or the articles of organization or the
operating agreement as permitted by this chapter, be authorized by a
majority in interest of the members' votes cast at a meeting of members
by members or such class of members entitled to vote thereon.

(g) A limited liability company whose original articles of
organization were filed with the secretary of state and effective prior
to the effective date of this subdivision shall continue to be governed
by this section as in effect on such date and shall not be governed by
this section, unless otherwise provided in the operating agreement.