304-C:66 Matters That the Members May Decide by Vote. –
I. Unless the operating agreement provides otherwise, the members of member-managed multi-member limited liability companies may decide by vote all matters related to the limited liability company.
II. Unless the operating agreement provides otherwise, the following types of matters shall require the affirmative vote of the members of manager-managed limited liability companies:
(a) Whether to compromise a member's promise to make a contribution to the limited liability company;
(b) Whether the limited liability company shall indemnify a member or other person;
(c) Whether the limited liability company shall admit a new member;
(d) Whether a member may transfer or pledge all or any part of the member's membership rights, except that, unless the operating agreement provides otherwise, a member may transfer all or any part of the member's limited liability company interest without a vote by the other members;
(e) Whether the limited liability company interest may grant additional membership rights to a member;
(f) Whether to remove a manager;
(g) Whom to appoint to replace a manager who has ceased to be a manager;
(h) Whether and on what terms the limited liability company may sell all or substantially all of its assets outside the ordinary course of business;
(i) Whether and on what terms the limited liability company may change its business organization form under RSA 304-C:149;
(j) Whether and on what terms the limited liability company may participate in a merger;
(k) Whether and on what terms the limited liability company may be dissolved; and
(l) Whether a member may take an action that breaches the member's duty of loyalty or any duty subsidiary to that duty.
III. Unless the operating agreement provides otherwise, all matters not reserved for decision by the members under paragraph II and RSA 304-C:70 shall be reserved for decision by the managers.