LLC Member Consent - Major Decision

WRITTEN CONSENT OF MEMBERS

[COMPANY NAME], LLC

A [Delaware] Limited Liability Company

I. DOCUMENT HEADER

Company: [COMPANY NAME], LLC, a [Delaware] limited liability company (the "Company")
Date of Consent: [DATE]
Effective Date: [DATE, if different from date of consent]

II. RECITALS

WHEREAS, the Company is a limited liability company organized under the Delaware Limited Liability Company Act, 6 Del. C. Section 18-101 et seq. (the "Act");

WHEREAS, the Company is governed by its Limited Liability Company Operating Agreement dated [DATE] (the "Operating Agreement");

WHEREAS, pursuant to Article [NUMBER], Section [NUMBER] of the Operating Agreement, certain actions require the consent of Members holding [a majority / two-thirds / [PERCENTAGE]%] of the Percentage Interests [and/or unanimous consent of all Members];

WHEREAS, the undersigned constitute [all Members / Members holding [PERCENTAGE]% of the Percentage Interests] of the Company;

WHEREAS, the undersigned desire to authorize the action(s) set forth herein in accordance with the Operating Agreement and the Act;

NOW, THEREFORE, the undersigned Members hereby consent to the following:

III. COMPANY INFORMATION

3.1 Management Structure

☐ Member-Managed LLC
☐ Manager-Managed LLC

3.2 Members and Percentage Interests

3.3 Members Executing This Consent

IV. MATTERS REQUIRING MEMBER CONSENT

4.1 Type of Major Decision

☐ Amendment of Operating Agreement
☐ Amendment of Certificate of Formation
☐ Admission of New Member(s)
☐ Transfer of Membership Interest
☐ Additional Capital Contributions / Capital Call
☐ Merger, Conversion, or Domestication
☐ Sale of All or Substantially All Assets
☐ Dissolution and Winding Up
☐ Incurrence of Debt Exceeding $[THRESHOLD]
☐ Approval of Annual Budget
☐ Entry into Material Contract
☐ Acquisition of Another Entity or Business
☐ Change of Registered Agent
☐ Appointment/Removal of Manager(s)
☐ Distribution to Members
☐ Other: [DESCRIBE]

4.2 Consent Threshold Required

Per Article [NUMBER], Section [NUMBER] of the Operating Agreement:
☐ Unanimous consent of all Members required
☐ Consent of Members holding [PERCENTAGE]% of Percentage Interests required
☐ Consent of Members holding a majority (>50%) of Percentage Interests required
☐ Super-majority consent of Members holding [PERCENTAGE]% required
☐ Other: [DESCRIBE]

V. SPECIFIC RESOLUTIONS

RESOLUTION 1: AMENDMENT OF OPERATING AGREEMENT

WHEREAS, the Members desire to amend the Operating Agreement to [DESCRIBE PURPOSE OF AMENDMENT];

RESOLVED, that the Operating Agreement is hereby amended as follows:

[INSERT SPECIFIC AMENDMENT LANGUAGE]

RESOLVED FURTHER, that the Operating Agreement, as amended, shall remain in full force and effect, and all provisions not specifically amended hereby shall continue unchanged;

RESOLVED FURTHER, that the Members shall execute an Amendment to Operating Agreement or an Amended and Restated Operating Agreement, substantially in the form attached hereto as Exhibit A;

RESOLUTION 2: ADMISSION OF NEW MEMBER

WHEREAS, [NEW MEMBER NAME] (the "New Member") desires to become a Member of the Company;

WHEREAS, the New Member has agreed to contribute $[AMOUNT] to the Company in exchange for a [PERCENTAGE]% Percentage Interest;

RESOLVED, that [NEW MEMBER NAME] is hereby admitted as a Member of the Company, effective [DATE], with:

• Capital Contribution: $[AMOUNT]
• Percentage Interest: [X]%
• Voting Rights: [X]%

RESOLVED FURTHER, that the existing Members' Percentage Interests shall be adjusted as follows:

RESOLVED FURTHER, that the New Member shall execute a counterpart signature page to the Operating Agreement and such other documents as may be required;

RESOLUTION 3: CAPITAL CALL / ADDITIONAL CAPITAL CONTRIBUTIONS

WHEREAS, the Company requires additional capital in the amount of $[AMOUNT] for [PURPOSE];

RESOLVED, that a capital call is hereby authorized, requiring each Member to contribute additional capital to the Company in proportion to their Percentage Interests, as follows:

RESOLVED FURTHER, that failure to contribute the capital call amount by the due date shall result in [DESCRIBE CONSEQUENCES - e.g., dilution, default interest, forfeiture of distributions];

RESOLUTION 4: TRANSFER OF MEMBERSHIP INTEREST

WHEREAS, [TRANSFERRING MEMBER] (the "Transferor") desires to transfer [all / a portion] of the Transferor's Membership Interest to [TRANSFEREE] (the "Transferee");

WHEREAS, pursuant to Article [NUMBER] of the Operating Agreement, such transfer requires the consent of Members holding [THRESHOLD] of the Percentage Interests;

RESOLVED, that the transfer of [PERCENTAGE]% Membership Interest from [TRANSFEROR] to [TRANSFEREE] is hereby approved, effective [DATE];

RESOLVED FURTHER, that following such transfer, the Membership Interests shall be as follows:

☐ Transferee is admitted as a Substitute Member with full voting rights
☐ Transferee is an Assignee with economic rights only (no voting/management rights)

RESOLUTION 5: SALE OF ALL OR SUBSTANTIALLY ALL ASSETS

WHEREAS, [BUYER NAME] (the "Buyer") has offered to purchase [all / substantially all] of the assets of the Company;

WHEREAS, the Members have reviewed the Asset Purchase Agreement (the "Purchase Agreement") and determined that the sale is in the best interests of the Company and its Members;

RESOLVED, that the sale of [all / substantially all] of the assets of the Company to the Buyer pursuant to the Purchase Agreement, substantially in the form attached hereto as Exhibit B, is hereby approved;

RESOLVED FURTHER, that the [Manager(s) / Managing Member(s)] are hereby authorized to execute and deliver the Purchase Agreement and all ancillary documents, and to take all actions necessary to consummate the sale;

RESOLUTION 6: MERGER, CONVERSION, OR DOMESTICATION

WHEREAS, it is in the best interests of the Company to [merge with / convert to / domesticate as] [DESCRIBE];

RESOLVED, that the [merger of the Company with [ENTITY] / conversion of the Company to a [ENTITY TYPE] / domestication of the Company to [STATE]] is hereby approved;

RESOLVED FURTHER, that the Plan of [Merger / Conversion / Domestication], substantially in the form attached hereto as Exhibit C, is hereby approved;

RESOLVED FURTHER, that the [Manager(s) / Managing Member(s)] are hereby authorized to execute and file all necessary documents with the applicable Secretary(ies) of State;

RESOLUTION 7: DISSOLUTION AND WINDING UP

WHEREAS, the Members have determined that it is in the best interests of the Company to dissolve;

RESOLVED, that the dissolution of the Company is hereby authorized and approved, effective [DATE];

RESOLVED FURTHER, that the [Manager(s) / Managing Member(s) / Designated Liquidator] are hereby authorized to:
(a) Wind up the affairs of the Company;
(b) Liquidate the Company's assets;
(c) Pay or provide for the payment of the Company's liabilities;
(d) Distribute remaining assets to the Members in accordance with the Operating Agreement;
(e) File a Certificate of Cancellation with the Secretary of State of [Delaware];

RESOLUTION 8: DISTRIBUTION TO MEMBERS

WHEREAS, the Company has available cash and/or property available for distribution to Members;

RESOLVED, that a distribution to Members in the aggregate amount of $[AMOUNT] is hereby authorized, to be distributed in accordance with the Members' Percentage Interests as follows:

RESOLVED FURTHER, that such distribution shall be made on or before [DATE];

RESOLUTION 9: APPOINTMENT/REMOVAL OF MANAGER(S)

RESOLVED, that [NAME] is hereby [appointed as / removed as] a Manager of the Company, effective [DATE];

RESOLVED FURTHER, that the Managers of the Company shall be as follows:

RESOLUTION 10: AUTHORIZATION OF DEBT/BORROWING

WHEREAS, the Company desires to borrow $[AMOUNT] from [LENDER] for [PURPOSE];

RESOLVED, that the Company is hereby authorized to borrow up to $[AMOUNT] from [LENDER] on such terms as the [Manager(s) / Managing Member(s)] may approve;

RESOLVED FURTHER, that the [Manager(s) / Managing Member(s)] are hereby authorized to execute promissory notes, security agreements, guarantees, and such other documents as may be required;

RESOLUTION 11: GENERAL AUTHORIZATION

RESOLVED, that the [Manager(s) / Managing Member(s) / Authorized Representative(s)] are hereby authorized and directed to take any and all actions and to execute and deliver any and all documents as may be necessary, advisable, or appropriate to carry out the purposes of the foregoing resolutions.

VI. EFFECTIVENESS

This Written Consent of Members shall be effective as of [DATE].

VII. COUNTERPARTS AND ELECTRONIC SIGNATURES

This Written Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, email (PDF), or other electronic means shall be deemed original signatures for all purposes.

VIII. GOVERNING LAW

This Written Consent shall be governed by and construed in accordance with the laws of the State of [Delaware], including the Delaware Limited Liability Company Act.

IX. MEMBER SIGNATURES

IN WITNESS WHEREOF, the undersigned Members have executed this Written Consent as of the date(s) set forth below.

Member 1:

Name: [NAME]
Percentage Interest: [X]%

☐ Individual Member:
Signature: _________________________________
Date: ______________

☐ Entity Member:
[ENTITY NAME]
By: _________________________________
Name: [NAME]
Title: [TITLE]
Date: ______________

Member 2:

Name: [NAME]
Percentage Interest: [X]%

☐ Individual Member:
Signature: _________________________________
Date: ______________

☐ Entity Member:
[ENTITY NAME]
By: _________________________________
Name: [NAME]
Title: [TITLE]
Date: ______________

Member 3:

Name: [NAME]
Percentage Interest: [X]%

☐ Individual Member:
Signature: _________________________________
Date: ______________

☐ Entity Member:
[ENTITY NAME]
By: _________________________________
Name: [NAME]
Title: [TITLE]
Date: ______________

[ADD ADDITIONAL SIGNATURE BLOCKS AS NEEDED]

X. MANAGER/MANAGING MEMBER ACKNOWLEDGMENT

The undersigned Manager(s)/Managing Member(s) acknowledge receipt of this Written Consent and agree to implement the resolutions contained herein.

_________________________________
[NAME], Manager
Date: ______________

EXHIBITS

Exhibit A - Amendment to Operating Agreement (if applicable)

[Attach]

Exhibit B - Asset Purchase Agreement (if applicable)

[Attach]

Exhibit C - Plan of Merger/Conversion (if applicable)

[Attach]

Exhibit D - Other Supporting Documents

[Attach as needed]

LEGAL REFERENCES

• Delaware LLC Act (DLLCA):
• 6 Del. C. Section 18-101 - Definitions
• 6 Del. C. Section 18-209 - Merger and Consolidation
• 6 Del. C. Section 18-214 - Conversion
• 6 Del. C. Section 18-216 - Approval of Conversion
• 6 Del. C. Section 18-302 - Voting
• 6 Del. C. Section 18-402 - Management
• 6 Del. C. Section 18-702 - Assignment of Limited Liability Company Interest

• 6 Del. C. Section 18-801 - Dissolution

• Revised Uniform Limited Liability Company Act (RULLCA):

• Section 102 - Definitions
• Section 407 - Management
• Section 502 - Transfer of Distributional Interest
• Section 702 - Events Causing Dissolution

This template is designed for Delaware LLCs but may be adapted for LLCs formed in other jurisdictions. LLC governance is primarily governed by the Operating Agreement. Review the Operating Agreement carefully to ensure compliance with applicable consent requirements. Consult qualified legal counsel before use.