Written Consent of the Members
(NV LLC)

Summary

This Written Consent of the Members template can be used by the members of a Nevada limited liability company to authorize company actions by written consent in lieu of a meeting. This template provides a framework into which any number of desired company actions can be authorized. This template includes practical guidance and drafting notes. This template is intended for use by the members of a Nevada limited liability company to authorize company action by written consent in lieu of a traditional meeting. Nev. Rev. Stat. Ann. § 86.286(1) allows the members of a Nevada limited liability company to approve of company actions by a vote or by written consent, and specifically identifies specific company undertakings, including the adoption of the operating agreement, which require a unanimous vote or written consent. Nev. Rev. Stat. Ann. § 86.286(1) also allows the company to establish the threshold level of approval for company actions. Thus, the company may require that certain company actions require a unanimous vote or written consent, while other actions may be subject to a different threshold level of approval. To the extent that the operating agreement may restrict or prohibit certain actions by written consent and may likewise establish a threshold level of approval for certain company actions, counsel should review them to confirm that the desired company actions can in fact be undertaken by written consent. For additional information regarding limited liability companies in Nevada generally, see Formation and Qualification (NV LLC), and Management and Indemnification (NV LLC).