Document: Paul v. Delaware Coastal Anesthesia, LLC, C.A. No. 7084-VCG (Del. Ch. May 29, 2012)
The Delaware Court of Chancery dismissed plaintiff’s claim that an action by written consent of three of the four members of Delaware Coastal Anesthesia, LLC (“Coastal”) was ineffective to remove him as a member. Coastal’s operating agreement provided that a member could be removed upon the “vote” of members holding a seventy-five percent interest in Coastal provided that notice was given. Plaintiff argued that the use of the word “vote” and the requirement of notice in Coastal’s operating agreement effectively supplanted the statutory default rule allowing action by written consent. Specifically, Section 18-302 of the Delaware Limited Liability Company Act provides that action may be taken by written consent of members without a meeting, without notice and without a vote “unless otherwise provided in [the] limited liability company agreement[.]” The Court disagreed with plaintiff.