N.Y. Limited Liability Company Law Section 404
Quorum of members

(a)

Except as provided in the operating agreement, a majority in interest of the members entitled to vote shall constitute a quorum at a meeting of members for the transaction of any business, provided that when a specified item of business is required to be voted on by a class of members voting as a class, a majority in interest of the members of such class shall constitute a quorum for the transaction of such specified item of business.

(b)

The operating agreement may provide for a greater quorum or a lesser quorum, provided that such lesser quorum shall not be less than one-third in interest of the members entitled to vote.

(c)

When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any members.

(d)

The members present may adjourn the meeting despite the absence of a quorum.

Source: Section 404 — Quorum of members, https://www.­nysenate.­gov/legislation/laws/LLC/404 (updated Sep. 22, 2014; accessed Feb. 21, 2026).

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Verified:
Feb. 21, 2026

Last modified:
Sep. 22, 2014

§ 404. Quorum of members's source at nysenate​.gov

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