There are also many other options. For example, the model agreement provides that voting rights are proportional to the ownership shares in the capital with the right to vote. In some cases, it may be desirable to provide for the right to vote per capita (one vote per member with the right to vote) to be granted, as is the case in a general commercial company. In addition, the relative shares of the property are defined by a formula in the standard agreement and identified in an attached schedule. This practice is the norm in all partnership agreements and most LLC agreements. Alternatively, the model agreement could be modified so that interests are represented by “shares”, as is the case in a company. This alternative is simpler, but could introduce the possibility of fractional shares. It may be more appropriate to deposit only cash by each member. The New York case is what I wrote about on this blog. Last January, in the Shapiro v. Ettenson case, in a case involving a three-member LLC created without a written company agreement, the Appeals Division, First Department, upheld a lower court`s decision that passed Section 402(c)(3) of the New York LLC (“except as provided in the company agreement.
a majority of the voting members is required. . . .