Section 404(d) of the Uniform Limited Liability Company Act provides:
Action requiring the consent of members or managers under this Act may be taken without a meeting.
Maryland Unanimous Consent to Action By the Members of a Limited Liability Company, in Lieu of a Meeting, Ratifying Past Actions of Managing Member and/or Members In Maryland, a limited liability company (LLC) may use the Unanimous Consent to Action by the Members in Lieu of a Meeting to ratify past actions of the managing member and/or members without convening an actual meeting. This provision allows for efficient decision-making and avoids the logistical challenges of gathering all members for a physical meeting. The Unanimous Consent to Action by the Members in Lieu of a Meeting is a legal mechanism through which all members provide their approval/consent to a particular action or resolution. This consent is typically obtained through written documentation, which outlines the details of the action and the members' agreement. Using this method, an LLC can ratify past actions of the managing member and/or members, providing legal validity to decisions made without an official meeting. The consent can cover a broad range of matters, including financial decisions, property acquisitions, contract approvals, or any other actions that are within the purview of the LLC. It is essential to note that the Unanimous Consent to Action should include detailed information regarding the actions being ratified, along with the names and signatures of all members involved. This written documentation serves as proof of the members' agreement and can be crucial in maintaining proper record-keeping and corporate governance. Although the standard Unanimous Consent to Action by the Members in Lieu of a Meeting is the most common form, there may be various types of consents that can be utilized based on the specific requirements or provisions within an LLC's operating agreement. Some different types might include: 1. Special Unanimous Consent to Action: This type of consent is used for specific major decisions or when unanimous approval is needed for critical matters that significantly impact the LLC. 2. Unanimous Consent by Written Ballot: In certain cases, instead of a written consent document, a written ballot may be used to vote on the actions to be ratified. All members would typically cast their votes, signing and dating their ballots before capturing the final result. 3. Electronic Unanimous Consent: Maryland law also allows for electronic consents provided that there is a clear method for validating and verifying the identity of the members participating. This type of consent can offer convenience and flexibility, especially for LCS with geographically dispersed members. The versatility and convenience of the Unanimous Consent to Action mechanism make it an essential tool for Maryland LCS to manage their decision-making processes effectively. By ratifying past actions of managing members and/or members without the need for actual meetings, LCS can streamline their operations while maintaining necessary compliance with legal and governance requirements.
