Written Consent of the Members
(AZ LLC)

Summary

This Written Consent of the Members form can be used by the members of an Arizona limited liability company to authorize company actions by written consent in lieu of a meeting. This template includes practical guidance and drafting notes. This form provides a framework into which any number of desired company actions can be authorized. To the extent that the articles of organization or operating agreement may restrict or prohibit the undertaking of certain actions by written consent, counsel should review them to confirm that the desired actions can in fact be undertaken by written consent. Counsel should be review Ariz. Rev. Stat. § 29-3407(B)(3) which identifies those matters requiring the approval of a majority of members in a member-managed limited liability company. Counsel should also review Ariz. Rev. Stat. § 29-3407(B)(4) which identifies matters requiring the affirmative vote or consent of all members in member-managed limited liability company, and Ariz. Rev. Stat. § 29-3407(C)(4) which identifies matters requiring the affirmative vote or consent of all members in manager-managed limited liability company. If any of the matters undertaken require the consent of a majority of members, or the unanimous consent of all members, this template should be modified accordingly to reflect as much. For additional information regarding limited liability companies in Arizona generally, see: Formation and Qualification (AZ LLC), and Management and Indemnification (AZ LLC).