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

At a glance

Requirements one by one

The agreement selects the voting architecture

RSA 304-C:1 names the New Hampshire Revised Limited Liability Company Act, and § 304-C:2 gives maximum effect to contract and enforceability. Under § 304-C:40, an operating agreement may be written, oral, or implied unless a written agreement says otherwise. Section 304-C:61 authorizes it to set member-meeting notice and waiver, no-meeting voting, record dates, quorum, in-person or proxy voting, and other voting procedure. The certificate must state member or manager management under § 304-C:31(II)(d).

Sections 304-C:64(I)-(II) and 304-C:65(I)-(II) permit per-capita, number, profits, financial-interest, class, group, or another voting basis. If the agreement is silent, each member's votes track that member's share of cash, property, and service contributions made in connection with formation.

Most member decisions use a weighted majority

Under RSA 304-C:66(I)-(III) and 304-C:67(I)-(II), members of a member- managed multi-member LLC may vote on all company matters. In a manager-managed company, members vote on twelve reserved categories and managers decide the rest. Most reserved member matters use a majority of member votes; all members must approve the five listed certificate, agreement, contribution-promise, additional-rights, and admission actions, subject to the agreement and other special statutory voting rules. § 304-C:68 requires unanimity of the other members for its specified-member matters, while § 304-C:69 uses a majority of disinterested members for its designated decisions.

Manager voting uses different math. Under RSA 304-C:78 and 304-C:79, every manager has one vote and a majority of managers by number decides unless the agreement provides otherwise.

Written votes need no meeting or prior notice

Under § 304-C:60(I)-(VI), members may vote in writing without a meeting and without prior notice. The votes must equal at least the votes needed at a meeting where every member entitled to vote was present and voted.

A member or authorized person may transmit the vote electronically; it is deemed written and signed. The transmission must create information that can be retained, retrieved, reviewed, and directly reproduced in paper form. The section states no delivery recipient, collection period, counterpart, future-time/event, or pre-effectiveness revocation rule.

Remote meetings, quorum, and proxies have defaults

Unless the agreement provides otherwise, telephone or other communications equipment may be used when all participants can hear each other. Participation counts as presence in person.

The default quorum is members holding one more than half of all member votes, so the denominator follows voting power rather than member headcount. A member may vote in person or by a proxy granted in writing, by electronic transmission, or as otherwise permitted by applicable law. The Act states no default proxy duration, delivery recipient, revocation, irrevocability, death/incapacity effect, or broader nonvote scope.

Records rights do not add nonconsenter notice

Section 304-C:55(I)-(II), (V)-(VI) permits a membership-related written demand for specified company information, subject to reasonable standards, and allows digital records if they can be converted to written form in a reasonable time.

The surveyed provisions state no general post-action notice to nonconsenting or nonvoting members or retention period for meeting minutes, ballots, proxies, or written votes. Indeed, § 304-C:60(II) expressly removes prior notice for its written-vote route. Enforcement and substantive transaction validity remain separate.

What trips people up

• Voting power is not headcount by default. It follows each member's share of formation contributions unless the agreement changes the basis.
• Quorum follows votes, too. Holders of more than half of all member votes form the default quorum, regardless of how many people that represents.
• Written votes need no prior notice. The agreement may change that rule, but Chapter 304-C does not add a post-action nonconsenter notice.
• Managers use different math. They default to one vote each and a majority by number.

Common questions

Does transferring economics transfer the member's vote?

No. Under § 304-C:123(I)-(III), the transferee receives the transferred allocations and distributions but not management participation or other member powers unless the agreement or the admission statutes provide otherwise.

May a member use an electronic proxy?

Yes. Section 304-C:60(III) permits a proxy granted in writing, by electronic transmission, or as otherwise allowed by applicable law.

Must every written vote be unanimous?

No. The threshold is the number of votes that would decide the matter at a meeting where all entitled members were present and voted. A matter whose substantive rule requires unanimity still requires all member votes.

Statutes and sources

• RSA 304-C:31 and 304-C:40 — certificate management statement and flexible operating-agreement form. Official § 304-C:31 and official § 304-C:40 (accessed August 30, 2026).
• RSA 304-C:55 — member information and digital records. Official § 304-C:55 (accessed August 30, 2026).
• RSA 304-C:60 and 304-C:61 — remote presence, written/electronic votes, proxies, quorum, and agreement-created voting procedure. Official § 304-C:60 and official § 304-C:61 (accessed August 30, 2026).
• RSA 304-C:64 to 304-C:69 — voting definitions, member voting power, reserved matters, majority, unanimous, and disinterested thresholds. Official § 304-C:64, § 304-C:65, § 304-C:66, and § 304-C:67 (accessed August 30, 2026).
• RSA 304-C:78 and 304-C:79 — manager voting power and threshold. Official § 304-C:78 and official § 304-C:79 (accessed August 30, 2026).
• RSA 304-C:123 — transferee economic rights without member powers. Official § 304-C:123 (accessed August 30, 2026).