§ 419. Classes and voting of managers. (a) The articles of
organization of a limited liability company may provide for classes or
groups of managers having such relative rights, powers, preferences and
limitations as the operating agreement may provide. The articles of
organization may make provision for the future creation, in the manner
provided in the operating agreement, of additional classes of managers
having such relative rights, powers, preferences and limitations as may
from time to time be established pursuant to the operating agreement,
including rights, powers, preferences, limitations and duties senior to
existing classes of managers. The operating agreement may provide for
the classification of managers within classes of managers for the
purpose of determining the terms of office of such managers and may
grant to all or to one or more classes of managers the right to vote
upon any matter on a per capita, class or other basis.

(b) The operating agreement may set forth provisions relating to
notice of the time, place or purpose of any meeting at which any matter
is to be voted on by any managers, waiver of any such notice, action by
consent without a meeting, the establishment of a record date, quorum
requirements, voting in person or by proxy or any other matter with
respect to the exercise of any such right to vote.