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.
Oregon 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, allows LLC members in Oregon to ratify past actions taken by the managing member or other members without having to hold a formal meeting. This process is typically used when there is a need to rectify any actions that were taken without the required approval or consent. The Oregon Unanimous Consent to Action By the Members can be utilized in various situations, such as: 1. Ratifying Past Actions by the Managing Member: This type of consent is used when the managing member has taken certain actions on behalf of the LLC without obtaining prior approval from the members. By unanimously agreeing to this action, the members can ratify and validate the managing member's actions. 2. Ratifying Past Actions by Other Members: In some cases, a member of the LLC may have taken certain actions on behalf of the company without seeking unanimous consent from other members. This type of consent can be employed to validate and approve those actions, ensuring that they are legally recognized by the LLC. 3. Ratifying Past Joint Decisions: Oregon Unanimous Consent can also be employed to ratify joint decisions made collectively by the managing member and other members of the LLC without holding a formal meeting. This allows the LLC to rectify any potential issues arising from these past decisions. The process to obtain Oregon Unanimous Consent typically includes the following steps: 1. Drafting Consent Resolution: The LLC's managing member, or any member who wishes to initiate the process, prepares a written resolution stating the past actions to be ratified by unanimous consent. This resolution must outline the details of the actions taken and explain the reason for seeking unanimous consent. 2. Distributing the Consent Resolution: The written consent resolution is then circulated among all LLC members, who are given a specified timeframe within which to review and consider the resolution. Each member should carefully review the proposed resolution and its implications before providing their consent. 3. Obtaining Unanimous Consent: All LLC members must provide their explicit consent to ratify the stated past actions. Unanimity is crucial for the consent to become valid and binding. Members can signify their consent by signing and returning the consent resolution or by providing their consent electronically, as permitted by the LLC's operating agreement. 4. Documenting the Consent: Once unanimous consent has been obtained from all members, a copy of the consent resolution, along with all member signatures, should be preserved within the LLC's records. This documentation serves as evidence of the ratified actions and ensures compliance with Oregon state regulations. Oregon 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 is a valuable tool for LCS to rectify any past actions that may have lacked proper approval. By following the designated process and obtaining unanimous consent, LLC members can ensure their actions are legally recognized and compliant within the state of Oregon.
