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

Summary

This Unanimous Written Consent of Members in Lieu of Organizational Meeting (Member-Managed) (PA LLC) may be used by a member-managed limited liability company formed under Pennsylvania state law to take action on matters such as election of officers, bank accounts, fiscal year, and others. This template contains practical guidance, drafting notes, and optional clauses. Although the Pennsylvania Uniform Limited Liability Company Act (PA ULLCA) does not require the organizer of a Pennsylvania LLC to hold organizational meetings, many LLCs choose to take organizational action for record-keeping purposes. Subject to conflicting provision in the company’s operating agreement, 15 Pa. Cons. Stat. § 8815, the PA ULLCA provides that an action requiring the vote or consent of members under the statute may be taken without a meeting, and that an act outside the ordinary course of the activities and affairs of the company may be undertaken only with the affirmative vote or consent of all members. 15 Pa. Cons. Stat. § 8847. For further guidance on Pennsylvania LLCs, see Formation and Qualification (PA LLC).