§ 408. Management by managers. (a) If the articles of organization
provides that the management of the limited liability company shall be
vested in a manager or managers or class or classes of managers, then
the management of the limited liability company shall be vested in one
or more managers or classes of managers in accordance with this chapter,
subject to any provisions in the articles of organization or the
operating agreement and section four hundred nineteen of this article
granting or withholding the management powers or responsibilities of one
or more managers or class or classes of managers. A manager shall hold
such offices and have such responsibilities accorded to him or her by
the members as provided in the operating agreement.

(b) Except as provided in the operating agreement and in accordance
with section four hundred nineteen of this article, the managers shall
manage the limited liability company by the affirmative vote of a
majority of the managers.

(c) Except as provided in the operating agreement, any action required
or permitted to be taken by a vote of the managers or a class of
managers may be taken without a vote if all of the managers or all of
the managers in such class, as the case may be, consent thereto in
writing, and the writing is filed with the records of the limited
liability company.

(d) Except as otherwise provided in the operating agreement, managers
of a limited liability company may participate in a meeting by means of
conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other. Such
participation shall constitute presence in person at the meeting.