Centralize Voting Lists for LLC Operating Agreement

Now that I draft my own LLC Operating Agreements, each Multi-Member LLC Operating Agreement has two sections, one that lists all other LLC Operating Agreement sections with specific voting provisions for managers (assuming the LLC is Manager Managed as I recommend) and one with all the specific voting provisions for the owner/members.

The centralized voting lists summarize the subject of each vote; state exactly what the vote must be (majority, super-majority, unanimity), and list where in the LLC Operating Agreement the main section on the specific vote is located. This gives LLC owner/members one place to look to understand the power structure of the LLC and is especially helpful to LLC owner/members when they review the LLC Operating Agreement before execution.

I make separate copies of these two lists and include them with the Attorney Letter (which discusses the centralized voting lists and suggests they be independently reviewed) so LLC owner/members realize these lists exist and realize their importance as a tool for understanding the nuts and bolts of LLC power and control.

My experience is LLC owner/members do less reading of their LLC Operating Agreements than they should so any succinct way to deliver information to them is a benefit. I am always on the look out for ways to help get information to LLC owner/members. When I organized “Form” LLCs none of my LLCs had centralized voting lists.

“A men must answer “Aye” or “No” to the great questions which are put; and by that decision he must stand.” Winston Churchill, The Wisdom of Winston Churchill, edited by F.B. Czarnomski (London: George Allen and Unwin, Ltd., 1956), p. 95.