Voting

(1) Except as provided in an operating agreement, the affirmative vote, approval or consent of all members is required to, (a) adopt, amend, amend and restate or revoke an or authorise a transaction, agreement or action on behalf of the limited liability company that violates an (b) issue an interest in the limited liability company to any person; 62 (c) approve a plan of merger or consolidation of the limited liability company with or into one or more business entities; (d) authorise an amendment to the articles of organisation that changes the status of the limited liability company from or to one in which management is vested in a manager or to or from one in which management is reserved to the members; (e) reorganise or reform the limited liability company into a different form of entity; (f) change the tax status of the limited liability company in any jurisdiction. (2) Except as provided in an operating agreement, the affirmative vote, approval or consent of a majority of the members, or if management of the limited liability company is vested in one or more managers, the affirmative vote, approval or consent of the sole manager or a majority of the managers, is required to, (a) resolve any difference concerning matters connected with the business of the limited (b) authorise the distribution of limited liability company cash or property to the members; (c) authorise the limited liability company to repurchase all or part of any member’s interest in the limited liability company from that member; (d) authorise an amendment to the articles of organisation pursuant to section 25(3) of this Act. (3) For purposes of this Act, a majority of managers consists of more than one-half of the managers voting of their own free will and without duress or compulsion. In any matter relating to the company when a vote of the managers is required, votes cast by managers acting under duress and not of their own free will shall not be considered for any purpose. (4) For the purposes of this Act, a majority of the members consists of more than fifty percent of the members interests voting the interest in those shares of their own free will and without duress or compulsion. In any matter relating to the company when a vote of the member is required, votes cast by members acting under duress and not of their own free will shall not be considered for any purpose. (5) The rights of the manager shall be specific to the individuals or companies named as manager and no right of any kind, including the right to act by or for the company, shall accrue to any voluntary or involuntary transferee. Except as provided in an operating agreement, the manager shall serve as manager until such manager’s death, legal incapacity, including those events listed in section 65 of this Act, dissolution, termination or liquidation as the case may be. A manager may resign at any time upon giving ten (10) days written notice to the members and to the registered agent.