§ 407. Action by members without a meeting. (a) Whenever under this
chapter members of a limited liability company are required or permitted
to take any action by vote, except as provided in the operating
agreement, such action may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting
forth the action so taken shall be signed by the members who hold the
voting interests having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at
which all of the members entitled to vote therein were present and voted
and shall be delivered to the office of the limited liability company,
its principal place of business or a manager, employee or agent of the
limited liability company having custody of the records of the limited
liability company. Delivery made to the office of the limited liability
company shall be by hand or by certified or registered mail, return
receipt requested.

(b) Every written consent shall bear the date of signature of each
member who signs the consent, and, except as provided in the operating
agreement, no written consent shall be effective to take the action
referred to therein unless, within sixty days of the earliest dated
consent delivered in the manner required by this section to the limited
liability company, written consents signed by a sufficient number of
members to take the action are delivered to the office of the limited
liability company, its principal place of business or a manager,
employee or agent of the limited liability company having custody of the
records of the limited liability company. Delivery made to such office,
principal place of business or manager, employee or agent shall be by
hand or by certified or registered mail, return receipt requested.

(c) Prompt notice of the taking of the action without a meeting by
less than unanimous written consent shall be given to those members who
have not consented in writing but who would have been entitled to vote
thereon had such action been taken at a meeting. In the event that the
action that is consented to is such as would have required the filing of
articles or a certificate under any other section of this chapter, if
such action had been voted on by members at a meeting thereof, such
articles or certificate filed under such other section shall state, in
lieu of any statement required by such section concerning any vote of
members, that written consent has been given in accordance with this
section and that written notice has been given as provided in this
section.