LLC Member Meetings, Voting, Proxies, and Written-Consent Requirements in California

At a glance

Requirements one by one

The written governing documents can reshape the defaults

California puts the meeting, proxy, and consent defaults in Corp. Code § 17704.07. Under § 17701.10, subdivisions (f) through (r) of that section may be varied only by a written operating agreement. The articles or a written agreement may create classes or groups and choose a per-capita, number, financial-interest, class, group, or other voting basis.

Two floors remain. The articles cannot be amended by less than a majority of the members, and members retain the statutory votes identified for dissolution, conversion, and merger. Those floors do not decide whether a particular transaction satisfied its separate substantive statute.

Voting defaults to current-profit interests

§ 17701.02(m) defines “majority of the members” as more than 50% of member interests in current profits unless the operating agreement provides otherwise. Under § 17704.07(r), each member's default vote is proportional to that current-profit interest. A member who assigned the entire transferable interest to a nonmember keeps the vote measured as if the assignment had not occurred.

For a member-managed LLC, an ordinary-course difference uses that majority; outside-course action and an operating-agreement amendment require all members. In a manager-managed LLC, members unanimously approve the listed outside-course acts while managers ordinarily decide company matters. Transaction-specific merger, conversion, dissolution, distribution, and admission statutes remain separate. Those default categories appear in § 17704.07(b)-(e).

Callers, notice, quorum, and record date use different measures

§ 17704.07(f)-(m) governs the meeting route. Any manager may call a member meeting. Members may call when they represent more than 10% of current-profit interests. If a qualifying caller asks a manager in writing to send notice and notice does not issue within 20 days, the caller may notice the meeting or seek a superior-court order.

Written notice ordinarily goes to each voting member 10 to 60 days before the meeting and states the place, date, time, remote means, and general business. The default quorum is a majority of members represented in person or by proxy. After a quorum is present, business may continue despite quorum loss if the requisite interest approves the later action.

A manager or members representing more than 10% of member interests may set a meeting record date 10 to 60 days before the meeting and an other-action date no more than 60 days before the action. Without one, the statute supplies event- based defaults, including the day of the first written consent for no-meeting action.

Waiver and adjournment have their own records

Meeting action can survive call or notice defects if a quorum is present and each absent voting member gives a written waiver, consents to the meeting, or approves the minutes. Those writings go in company records or minutes. Attendance waives notice unless the member timely objects that the meeting was not lawfully called or objects to considering an omitted required-notice matter.

An announced adjournment ordinarily needs no new notice. Fresh notice is required if the adjournment exceeds 45 days or a new record date is fixed.

Remote participation requires functional access and records

Conference telephone or electronic video participation counts as presence when all participating members can hear one another. Unless the articles prohibit it and if the operating agreement authorizes it, a member may also participate, be deemed present, and vote through the statutory electronic-transmission or video-screen route.

A meeting held wholly or partly electronically must give members and proxyholders a reasonable, substantially concurrent opportunity to participate and vote. The LLC must retain a record of a member's electronically transmitted vote or other action.

Proxy form and duration come from the corporate rules

Section 17704.07(o) imports the General Corporation Law proxy rules. Under § 178, a proxy may be a signed writing or authorized electronic transmission; a qualifying authorized oral telephone transmission also works.

Under § 705, the proxy is presumptively valid and defaults to 11 months unless it says otherwise. The member may revoke by a writing delivered to the LLC, a later proxy presented at the meeting, or attendance and an in-person vote. Death or incapacity does not revoke unless written notice reaches the LLC before the vote is counted. Irrevocability requires both a statement and a qualifying statutory interest, secured duty, or title relationship.

Written consent uses the meeting threshold and a 60-day collection period

Under § 17704.07(n)-(t), an action available at a meeting may occur without one when a writing states the action and enough members sign and deliver it to the LLC within 60 days after the record date. The threshold equals the votes needed if all voting members were present and voted. California's definition of “vote” includes qualifying electronic-transmission consent, while subsection (n) still makes a signed writing delivered to the LLC the operative form.

A member or proxyholder may revoke in writing before enough consents are filed, but not after. The section states no general future-time/event consent or counterpart rule.

What trips people up

• Headcount is not the default vote measure. Current-profit interests drive voting unless the written governing documents choose another basis.
• Less-than-unanimous consent has two notice tracks. Specified amendments, dissolution, and merger approvals receive at least 10 days' notice before consummation; other action receives prompt notice.
• Remote attendance and written consent are different routes. Participating remotely can constitute presence at a meeting; it does not erase the signed- writing conditions for no-meeting action.
• Proxy rules are cross-referenced. The 11-month term and revocation rules sit in the General Corporation Law rather than the LLC section itself.

Common questions

Does every California LLC member get one vote?

Not by default. Votes follow current-profit interests, but the articles or a written operating agreement may choose per-capita or another stated basis.

Can members call a meeting without a manager?

Members representing more than 10% of current-profit interests may call one. If a manager does not send requested notice within 20 days, the statutory caller may send it or seek a court order.

Can members approve action by email?

The Act recognizes qualifying electronic-transmission consent as a vote, but the no-meeting route still requires a consent in writing, signed and delivered to the LLC within the statutory collection period. Confirm that the electronic record and signature satisfy those conditions.

How long does a member proxy last?

Eleven months by default, unless the proxy states another duration. It remains subject to the statutory revocation and qualifying-irrevocability rules.

Statutes and sources

• Cal. Corp. Code §§ 17701.02, 17701.10, and 17704.07 — majority and vote definitions; agreement hierarchy; vote measure; ordinary/outside-course thresholds; meeting call, notice, waiver, quorum, adjournment, record date, remote participation, proxy cross-reference, written consent, revocation, nonconsenter notice, and retained records. Official authenticated 2015 AB 506, chapter 775 (accessed August 30, 2026).
• Cal. Corp. Code § 705 — proxy validity, 11-month default, revocation, death/incapacity notice, and irrevocability. Official 1986 Statutes, volume 2, chapter 766, section 22 (accessed August 30, 2026).
• Cal. Corp. Code § 178 — signed, electronic, and qualifying oral-telephone proxy form. Official 1991 Statutes, volume 1, chapter 308, section 1 (accessed August 30, 2026).