Question from Steven, How Binding is a Resolution Passed in an LLC Meeting in Virginia?
Answer from AI:
In general, once a resolution is passed in a meeting of the members or managers of a Limited Liability Company (LLC), it becomes binding on the LLC and its members. This is based on the principle of majority rule, which is a fundamental aspect of the operation of LLCs and other business entities. However, the specific rules can vary depending on the terms of the LLC’s operating agreement and the laws of the state where the LLC is located.
Virginia LLC Act
In Virginia, the operation of LLCs is governed by the Virginia Limited Liability Company Act. According to this Act, unless the articles of organization or operating agreement provide otherwise, the affirmative vote, approval, or consent of more than one-half of the members is required to approve a matter.
Reconsidering a Resolution
If you want to reconsider your support for a resolution that has already been passed, you would generally need to propose a new resolution to rescind or amend the previous one. This would typically require the same process as passing the original resolution, including making a motion, getting it seconded, and having it approved by a majority of the members.
However, the specific rules for reconsidering a resolution can depend on the terms of your LLC’s operating agreement. Some operating agreements may have specific procedures for reconsidering resolutions, or may require a higher vote threshold for changing a decision that has already been made.
If you’re considering trying to change a resolution that has already been passed, it would be a good idea to consult with a legal professional. They can help you understand the specific rules that apply to your LLC and guide you through the process.
Remember: This information is a general guide and may not apply to your specific situation. Always consult with a legal professional for personalized advice.
For more information, you can refer to the Virginia Limited Liability Company Act.