§ 408. Management by managers. (a) If the articles of organization\nprovides that the management of the limited liability company shall be\nvested in a manager or managers or class or classes of managers, then\nthe management of the limited liability company shall be vested in one\nor more managers or classes of managers in accordance with this chapter,\nsubject to any provisions in the articles of organization or the\noperating agreement and section four hundred nineteen of this article\ngranting or withholding the management powers or responsibilities of one\nor more managers or class or classes of managers. A manager shall hold\nsuch offices and have such responsibilities accorded to him or her by\nthe members as provided in the operating agreement.\n (b) Except as provided in the operating agreement and in accordance\nwith section four hundred nineteen of this article, the managers shall\nmanage the limited liability company by the affirmative vote of a\nmajority of the managers.\n (c) Except as provided in the operating agreement, any action required\nor permitted to be taken by a vote of the managers or a class of\nmanagers may be taken without a vote if all of the managers or all of\nthe managers in such class, as the case may be, consent thereto in\nwriting, and the writing is filed with the records of the limited\nliability company.\n (d) Except as otherwise provided in the operating agreement, managers\nof a limited liability company may participate in a meeting by means of\nconference telephone or similar communications equipment by means of\nwhich all persons participating in the meeting can hear each other. Such\nparticipation shall constitute presence in person at the meeting.\n
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