Section 405. Notice of meetings of members  


Latest version.
  • (a) Except as provided in the
      operating agreement, whenever  under  the  provisions  of  this  chapter
      members  are  required  or  permitted  to  take  any action by vote at a
      meeting, written notice shall be given stating the place, date and  hour
      of  the  meeting,  indicating  that  it  is  being  issued  by or at the
      direction of the person or persons calling the meeting and, in the  case
      of  a  special  meeting,  stating  the purpose or purposes for which the
      meeting is called.
        (b) Except as provided in the  operating  agreement,  a  copy  of  the
      notice of any meeting shall be given, personally or by first class mail,
      not  less  than  ten  or  more  than  sixty  days before the date of the
      meeting, provided, however, that a copy of such notice may be  given  by
      third  class  mail  not  less  than twenty-four nor more than sixty days
      before the date of the meeting, to each member entitled to vote at  such
      meeting.  If  mailed,  such notice is given when deposited in the United
      States mail, with postage thereon prepaid, directed to the member at his
      or her address as it appears in the records  of  the  limited  liability
      company.  An  affidavit of a manager, if any, or other person giving the
      notice that the notice required by this section has been given shall, in
      the absence of fraud, be prima  facie  evidence  of  the  facts  therein
      stated.
        (c)  Except  as provided in the operating agreement, when a meeting is
      adjourned to another time or place, it shall not be  necessary  to  give
      any  notice  of the adjourned meeting if the time and place to which the
      meeting  is  adjourned  are  announced  at  the  meeting  at  which  the
      adjournment  is  taken, and at the adjourned meeting any business may be
      transacted that might have been transacted at the original date  of  the
      meeting.