(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.
Structure New York Laws
LLC - Limited Liability Company Law
Article 4 - Management by Members or Managers
401 - Management of the Limited Liability Company by Members.
402 - Voting Rights of Members.
405 - Notice of Meetings of Members.
407 - Action by Members Without a Meeting.
410 - Qualification of Managers.
412 - Agency of Members or Managers.
413 - Election and Term of Managers.
414 - Removal or Replacement of Managers.
415 - Resignation of Managers.
418 - Classes and Voting of Members.