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

At a glance

Requirements one by one

The agreement supplies most procedure, but not every floor

Under Md. Code, Corps. & Ass'ns § 4A-101(n)-(q), (x), a member's noneconomic interest includes management and voting rights unless otherwise agreed. “Unless otherwise agreed” reaches the articles, operating agreement, or unanimous consent of the members and any other person whose consent the agreement requires.

Md. Code, Corps. & Ass'ns § 4A-402(a)-(d) lets an agreement consistent with the articles create meeting-notice and waiver rules, no-meeting consent, a record date, quorum, proxy voting, class voting, and other voting procedure. It also preserves § 4A-404's writing rule for title-required unanimous consent.

Votes follow profit interests, not headcount

Md. Code, Corps. & Ass'ns § 4A-403(a)-(d) says members “shall vote in proportion to their respective interests in profits” and that company-affairs decisions require at least a majority of those interests. Under § 4A-503, profit allocations default to relative capital-contribution values unless otherwise agreed.

The same section raises the default threshold to at least two-thirds of profit interests for a substantially-all-property disposition, merger, or conversion. It requires unanimity for voluntary bankruptcy, an assignment for creditors, changing profit/loss or distribution allocation, and an act that would make ordinary business impossible. Those are threshold categories; the substantive transaction statutes remain separate.

A 25% written request can call a meeting

Section 4A-403(c)(1) permits members holding at least 25% of profit interests to call a meeting by written request. Title 4A does not add default notice content, delivery method, advance period, waiver, quorum, adjournment, or record-date mechanics. Section 4A-402 instead identifies each of those subjects as something the operating agreement may establish.

Remote participation counts as presence

Section 4A-403(c)(2) permits conference telephone, other communications equipment, or remote communication if every participant can hear or read the proceedings substantially concurrently and has the opportunity to participate and vote. Qualifying participation “constitutes presence in person” at the meeting.

Proxy and no-meeting procedure depend on the agreement

Section 4A-402 expressly permits agreement procedures for voting in person or by proxy and for action by consent without a meeting. It does not state a separate default proxy form, signature method, duration, revocation rule, or scope, nor a general meeting-equivalent nonunanimous consent route with electronic, delivery, counterpart, collection-period, revocation, or future- effectiveness mechanics.

When Title 4A itself requires unanimous member consent, § 4A-404 says the consent “shall be in writing.” The agreement may allow fewer, specified, or no members to consent and may require one or more nonmembers to consent.

General nonsigner notice and consent retention are not supplied

Section 4A-402(c)(4) creates a narrow delivery rule: a written operating- agreement amendment goes to every member who did not consent and every assignee who has not become a member. Sections 4A-402 through -404 do not state a general post-action notice rule for other nonsigners or nonvoters.

Md. Code, Corps. & Ass'ns § 4A-406(a)-(c) gives members inspection rights in the articles, operating agreement and amendments, the member list, and qualifying company information, but does not identify a general consent-retention period. Section 4A-402(d) separately permits a court to enforce the agreement by injunction or other fair relief and permits dissolution only when § 4A-903 applies.

What trips people up

• The default vote is economic, not per capita. Profit interests—and, absent another agreement, capital-contribution values—supply the measure.
• Calling a meeting does not supply its full procedure. The 25% written- request rule does not itself create notice, waiver, quorum, or record-date terms.
• Remote presence is not electronic consent. The hearing-or-reading and participation standards validate attendance, not a separate electronic signature or future-effective consent.
• Writing is mandatory only for the title's unanimity rule. Other consent form and no-meeting mechanics must be found in the agreement and applicable law.

Common questions

Does every Maryland LLC member get one vote?

Not by default. Votes follow profit interests, which ordinarily trace to relative capital-contribution values unless otherwise agreed.

Who can call a member meeting?

Members holding at least 25% of profit interests may do so by written request. The agreement should be checked for the remaining meeting procedure.

Can a member attend by video or telephone?

Yes, if all participants can hear or read the proceedings substantially concurrently and can participate and vote. Qualifying participation counts as presence in person.

Does Title 4A authorize an ordinary email consent by default?

It does not state a general electronic-consent mechanism. It requires writing when the title itself calls for unanimous member consent and lets the agreement establish action-by-consent procedure.

Statutes and sources

• Md. Code, Corps. & Ass'ns §§ 4A-101 and 4A-402 — member voting rights, the “unless otherwise agreed” hierarchy, agreement-created meeting, consent, record-date, quorum, proxy and class procedure, nonconsenting-amendment delivery, and agreement enforcement. Official § 4A-402 text (both sections accessed August 30, 2026).
• Md. Code, Corps. & Ass'ns §§ 4A-403 and 4A-404 — profit-interest voting, majority and reserved thresholds, the 25% meeting call, remote presence, and written title-required unanimous consent. Official § 4A-403 text (both sections accessed August 30, 2026).
• Md. Code, Corps. & Ass'ns §§ 4A-406 and 4A-503 — member inspection rights and the default capital-contribution-value basis for profit allocations. Official § 4A-503 text (both sections accessed August 30, 2026).