Written Consent of the Members
(NC LLC)

Summary

This member consent template can be used by the members of a North Carolina limited liability company (LLC) to authorize company actions by written consent in lieu of a meeting. This template provides a framework by which any number of desired company actions can be authorized. This template includes practical guidance, drafting notes, and alternate clauses. The management of a North Carolina LLC is vested in its managers. N.C. Gen. Stat. § 57D-3-20(a). Unless otherwise specified in the operating agreement, all members are managers by virtue of their status as members. N.C. Gen. Stat. § 57D-3-20(d). The operating agreement can also specifically designate individuals to serve as managers of the company or specify that only certain members can serve as a manager. N.C. Gen. Stat. § 57D-3-20(d). Accordingly, this member consent may be used instead of a manager consent where: • The company's operating agreement specifically provides that the company is managed by managers which are different from all members (i.e., either by non-members, only specific members, or designated company officials) –or– • The action is one which the members—and not just the managers—must approve, as required by the operating agreement (N.C. Gen. Stat. § 57D-2-30(a)) or where unanimous consent of the members is required by law (N.C. Gen. Stat. § 57D-3-03) While the managers of an LLC can make management decisions without a meeting and without notice pursuant to N.C. Gen. Stat. § 57D-3-20(b), the North Carolina Limited Liability Company Act does not specifically address whether members can act by written consent. This template assumes that member action by written consent is permitted by the LLC's operating agreement. Before using this template, you should review the company's operating agreement and articles of organization to determine (1) who manages the company; (2) whether action by members by written consent is permitted; and (3) if so, the number of consents required to approve an action. For additional information regarding limited liability companies in North Carolina generally, see Ownership Interests (NC LLC) and Management and Indemnification (NC LLC). For a template written consent of the managers, see Written Consent of the Managers (NC LLC).