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

At a glance

Requirements one by one

The operating agreement supplies the internal procedure

Under Colo. Rev. Stat. § 7-80-108(1)-(2), the operating agreement governs company affairs and business and the rights, duties, qualifications, limits, and relations among managers, members, transferees, assignees, and the LLC. It controls over contrary Article 80 defaults except for the statute's stated limits; Article 80 fills a gap.

That hierarchy matters because Colorado removed its former statutory meeting code. The agreement is the principal source for how members call, notice, conduct, adjourn, document, and act outside a meeting.

Ordinary decisions use headcount; reserved matters require everyone

Colo. Rev. Stat. § 7-80-401 makes ordinary member decisions by a majority of the members. That is a headcount default, not a profit-, contribution-, or ownership-percentage measure. In a manager-managed LLC, ordinary decisions instead use a majority of managers.

Every member must consent to amend the articles, amend the operating agreement, or authorize an LLC act outside the ordinary course. Those are threshold categories; the substantive law for a particular transaction remains separate.

A stated group may receive a different voting basis

Colo. Rev. Stat. § 7-80-706 permits the operating agreement to grant all or a stated group of members the right to consent, vote, or agree on a per-capita or other basis. The grant remains subject to Article 80 provisions requiring majority or unanimous member consent, vote, or agreement.

The live-meeting defaults were repealed

Colo. Rev. Stat. §§ 7-80-707 to 7-80-712 label the former meeting, quorum, meeting-notice, notice-waiver, no-meeting-action, and information-and- accounting sections “Repealed.” Article 80 states no replacement caller, notice method or timing, waiver, quorum, adjournment, annual-meeting, or record- date procedure for ordinary members.

It likewise states no conference-call, video, hearing standard, remote- presence, voter-identification, or retained-remote-vote rule. The agreement and other applicable law must supply those mechanics.

Proxy voting survives, but its details are unstated

Section 7-80-706(2) says, “Any member may vote in person or by proxy.” Article 80 does not add a default appointment form or signature method, electronic route, duration, revocation, death/incapacity effect, irrevocability formula, or consent-by-proxy rule.

No-meeting consent has no general statutory procedure

Section 7-80-401 uses consent to state the applicable thresholds, but former § 7-80-711's action-without-a-meeting procedure is repealed. Article 80 therefore states no general writing, signature, electronic form, delivery, collection-period, counterpart, revocation, or future-time/event mechanism for ordinary no-meeting member action.

The agreement and other applicable law must supply any route. Because Article 80 states no general nonunanimous no-meeting route, it also supplies no general post-action notice to nonsigners or retention rule for consent records.

What trips people up

• “Majority” means members by default. Do not substitute ownership percentage without an agreement term creating another basis.
• Proxy voting is not a complete meeting code. It does not supply the meeting call, notice, quorum, remote-presence, or proxy-appointment details.
• A threshold is not a consent procedure. Section 7-80-401 tells who must approve; it does not replace repealed § 7-80-711's no-meeting machinery.
• Old meeting provisions are not current law. Sections 7-80-707 through -712 remain in the printout only as repealed headings and history.

Common questions

Does each Colorado LLC member get one vote?

The default ordinary decision uses a majority of members. An operating agreement may grant all or a stated group voting rights on a per-capita or other basis, subject to Article 80's majority and unanimity rules.

May a member vote by proxy?

Yes. Article 80 permits voting in person or by proxy but leaves the proxy's form, duration, and revocation procedure unstated.

What quorum applies to a Colorado LLC member meeting?

Article 80 supplies no current default because former § 7-80-708 is repealed. Check the operating agreement and other applicable law.

Can members approve action by email without a meeting?

Article 80 states no general electronic or no-meeting consent procedure after repeal of § 7-80-711. The agreement and other applicable law must be reviewed.

Statutes and sources

• C.R.S. §§ 7-80-108 and 7-80-401 — operating-agreement control, statutory gap-fill, ordinary member/manager majorities, and all-member reserved thresholds. Official 2025 Title 7 printout (accessed August 30, 2026).
• C.R.S. §§ 7-80-706 to 7-80-712 — group/per-capita or other voting basis, proxy voting, and repealed meeting, quorum, notice, waiver, no-meeting-action, and information/accounting sections. Official 2025 Title 7 printout (accessed August 30, 2026).