Written Consent of Members in Lieu of Organizational Meeting
(Member-Managed) (DE LLC)

Summary

This written consent of members in lieu of organizational meeting (member-managed) template may be used by a member-managed limited liability company (LLC) formed under Delaware law to act on matters such as election of officers, establishment of bank accounts, determination of fiscal year, and others. This template contains practical guidance, drafting notes, and alternate and optional clauses. Although the Delaware Limited Liability Company Act (Delaware LLCA) does not require the organizer of a Delaware LLC to hold organizational meetings, many LLCs choose to take organizational action for record-keeping purposes. Subject to the LLC's operating agreement, the Delaware LLCA allows members to act by written consent without a meeting if consented to by members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote thereon were present and voted. Del. Code Ann. tit. 6, § 18-302(d). For a full listing of key content covering Delaware Limited Liability Company formation, organization, maintenance, ownership, management, and dissolution, see Limited Liability Company Resource Kit (DE). For more information on formation of a Delaware limited liability company, see Formation and Qualification (DE LLC).