O.C.G.A.
O.C.G.A.

O.C.G.A. § 14-11-308 (2019)

Approval rights of members and managers

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)
Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.
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(a) Except as otherwise provided in this chapter or in the articles of organization or a written operating agreement, and subject to subsection (b) of this Code section:

(1) If management of the limited liability company is vested in the members, each member shall have one vote with respect to, and the affirmative vote, approval, or consent of a majority of the members shall be required to decide, any matter arising in connection with the business and affairs of the limited liability company; and

(2) If management of the limited liability company is vested in a manager or managers, each manager shall have one vote with respect to, and the affirmative vote, approval, or consent of a majority of the managers shall be required to decide, any matter arising in connection with the business and affairs of the limited liability company.

(b) Unless otherwise provided in the articles of organization or a written operating agreement, the unanimous vote or consent of the members shall be required to approve the following matters:

(1) The dissolution of the limited liability company under paragraph (3) of subsection (a) or paragraph (3) of subsection (b) of Code Section 14-11-602;

(2) The merger of the limited liability company under subsection (a) of Code Section 14-11-903;

(3) The sale, exchange, lease, or other transfer of all or substantially all of the assets of the limited liability company. For the purposes of this paragraph, assets shall be deemed to be less than all or substantially all of a limited liability company’s assets if the value of the assets does not exceed two-thirds of the value of all of the assets of the limited liability company and the revenues represented or produced by such assets do not exceed two-thirds of the total revenues of the limited liability company; provided, however, that this paragraph shall not create any inference that the sale, exchange, lease, or other transfer of assets exceeding the amounts described in this paragraph is the sale of all or substantially all of the assets of the limited liability company;

(4) The admission of any new member of the limited liability company under subsection (b) of Code Section 14-11-505;

(5) An amendment to the articles of organization under Code Section 14-11-210 or an amendment to a written operating agreement;

(6) Action under subsection (b) of Code Section 14-11-402 to reduce or eliminate an obligation to make a contribution to the capital of a limited liability company;

(7) Action to approve a distribution under Code Section 14-11-404; or

(8) Action to continue a limited liability company under paragraph (4) of subsection (a) or paragraph (4) of subsection (b) of Code Section

Notes of Decisions
Cited in 3 cases (2 in the last 5 years), 2007–2023 · leading case: In Re Global Ship Sys., LLC, 391 B.R. 193 (Bankr. S.D. Ga. 2007).
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In Re Global Ship Sys., LLC, 391 B.R. 193 (Bankr. S.D. Ga. 2007). · cites it 2× “To accord full effect to Georgia’s legislative determination that LLC’s should be granted extremely broad discretion in the organization and the management of their affairs, I conclude that Drawbridge retained a separate right, as an equity holder, to refuse to consent to the…”
Blue Whale Studios, LLC (Bankr. N.D. Ga. 2022). · cites it 8× “Section 14-11-309 does not excuse compliance with the requirement in Section 14-11-308 of majority approval of a business matter, but instead dispenses with the need for a meeting where members with sufficient voting power agree to take action without having a meeting.”
Alacrity Holdings 6, LLC v. Popli (Bankr. N.D. Ga. 2023). · cites it 4× “O.C.G.A. § 14-11-308(b)(3). Popli argues that the “apparent authority provisions” in section 301 of the LLC Act override section 308(b) because language in section 308(a) states in part “[e]xcept as otherwise provided in this chapter or in the articles of organization or a…”
— 14-11-308(a) — 1 case
Blue Whale Studios, LLC (Bankr. N.D. Ga. 2022). “Section 14-11-309 does not excuse compliance with the requirement in Section 14-11-308 of majority approval of a business matter, but instead dispenses with the need for a meeting where members with sufficient voting power agree to take action without having a meeting.”
— 14-11-308(a)(1) — 1 case
Blue Whale Studios, LLC (Bankr. N.D. Ga. 2022). “Section 14-11-309 does not excuse compliance with the requirement in Section 14-11-308 of majority approval of a business matter, but instead dispenses with the need for a meeting where members with sufficient voting power agree to take action without having a meeting.”
— 14-11-308(b)(3) — 1 case
Alacrity Holdings 6, LLC v. Popli (Bankr. N.D. Ga. 2023). “O.C.G.A. § 14-11-308(b)(3). Popli argues that the “apparent authority provisions” in section 301 of the LLC Act override section 308(b) because language in section 308(a) states in part “[e]xcept as otherwise provided in this chapter or in the articles of organization or a…”
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