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

At a glance

Requirements one by one

The articles choose the management model

KRS 275.015(15)-(17), (21) defines majority in interest by the votes the members may cast under § 275.175(3) and recognizes written or oral operating agreements. Specific voting and meeting variations in § 275.175, however, refer to a written agreement.

Under KRS 275.165(1)-(2), members manage unless the articles vest management in managers. Managers then have exclusive management power, subject to the articles, agreement, and Chapter 275, while members retain the statutory selection and reserved approvals.

Member voting follows received, unreturned contributions

KRS 275.175(1)-(3) weights each member's vote by the agreed contribution value stated in company records, to the extent received and not returned. A majority in interest decides a member matter. Managers each have one vote and decide by simple majority when they are the governing actor.

Member approval remains required for the listed agreement/articles amendments, agreement-contravening acts, merger, conversion, substantially-all-assets sale, admission, assigned-member removal, contribution waiver, dissolution, and manager-managed member-resignation categories. Section 275.175(1) supplies the default majority-in-interest threshold unless a more specific rule applies.

Meeting mechanics are agreement-created

KRS 275.175(6)-(7) permits a written operating agreement to establish meeting notice time, place, and purpose; waiver; action without a meeting; record date; quorum; voting requirements; and voting in person or by proxy.

Chapter 275 states no general member-meeting caller, default notice period or method, waiver, quorum, adjournment, annual meeting, location, or record date. It also states no conference-call, video, remote-presence, communications, voter-identification, or retained-remote-vote standard.

Proxy voting needs an agreement provision

Section 275.175(6) authorizes the operating agreement to create voting in person or by proxy and prescribe its procedure. Chapter 275 does not itself state a default member proxy appointment form, signature or electronic method, duration, revocation, death/incapacity effect, irrevocability, delivery, or scope rule.

Written action uses the applicable threshold

Unless a written agreement says otherwise, member action may occur without a meeting and without prior notice when the vote, approval, or consent is set forth in a writing approved by at least the necessary number, percentage, or threshold of members, interests, or votes.

The section states no signature, delivery recipient or method, express electronic form, collection period, counterpart aggregation, revocation, or future-time/event mechanism. It also gives no general post-action notice to a nonconsenting or nonvoting member.

The required-records list does not add consent retention

KRS 275.185(1) requires member and manager lists, formation filings, three years of tax and financial records, written agreements, and specified contribution, dissolution, and agreement-required writings. It does not state a general period for retaining member vote or consent records.

What trips people up

• Voting power follows contributions, not headcount. Use received, unreturned agreed value unless the governing documents validly change it.
• Manager votes use a different measure. Each manager has one vote, while members use contribution-weighted voting.
• Proxy and remote participation are different. An agreement may create proxy voting, but Chapter 275 states no member remote-presence rule.
• No prior notice does not mean post-action notice. The statute waives prior notice for compliant written action but adds no general follow-up notice to nonsigners.

Common questions

Does each Kentucky LLC member get one vote?

Not by default. Member voting follows the agreed value of contributions the LLC has received and not returned.

May members act without holding a meeting?

Yes. The action must be stated in a writing approved at the number, percentage, or threshold otherwise needed, unless a written operating agreement changes the route.

Can a Kentucky LLC member vote by proxy?

An operating agreement may create voting by proxy and state its procedure. Chapter 275 supplies no standalone default proxy form or duration.

Must nonsigning members receive notice afterward?

Section 275.175 states no general post-action notice rule. Check the written operating agreement and the substantive law governing the action.

Statutes and sources

• KRS 275.015 and 275.165 — majority-in-interest and agreement definitions, management branches, manager/member roles, and document hierarchy. Official KRS 275.165 (both sections accessed August 30, 2026).
• KRS 275.175 — contribution-weighted member voting, manager-vote contrast, reserved member approvals, agreement-created meeting/proxy procedure, and written action without meeting or prior notice. Official current text (accessed August 30, 2026).
• KRS 275.185 — required company records, without a general member vote or consent retention period. Official current text (accessed August 30, 2026).