Kentucky Notice of Meeting of LLC Members To Consider the Resignation of the Manager of the Company and Appoint a New Manager In Kentucky, pursuant to the laws governing Limited Liability Companies (LCS), it is essential to issue a formal notice to LLC members when a meeting is scheduled to consider the resignation of the current manager and the appointment of a new manager. The purpose of this notice is to inform all members of the upcoming meeting and allow them to participate in the decision-making process. Key elements to include in the notice: 1. Heading: Start by titling the document as "Kentucky Notice of Meeting of LLC Members To Consider the Resignation of the Manager of the Company and Appoint a New Manager." This heading clearly states the main objective of the notice. 2. Date, Time, and Venue: Specify the date, time, and location of the scheduled meeting. It is crucial to provide sufficient notice to ensure all members have the opportunity to attend and participate in the decision-making process. 3. Purpose: Emphasize the purpose of the meeting, which is to consider the resignation of the current manager and appoint a new manager for the LLC. Clearly state that this meeting will be focused solely on these matters and any other agenda items may be discussed separately if needed. 4. Agenda: Outline the agenda for the meeting, detailing the specific steps that will be taken regarding the resignation and appointment. For example: a. Call to order and opening statements. b. Announcement of the resignation of the current manager and acceptance of the resignation. c. Discussion and deliberation on potential candidates to fill the vacant manager position. d. Final voting and resolution on the appointment of the new manager. e. Any other relevant business, if applicable. f. Adjournment. 5. Procedure for Nominations: Describe the procedure for nominating candidates for the new manager position. Include any requirements, deadlines, or qualifications that members need to meet in order to propose a nomination. Specify whether members can nominate themselves or others, and if there are any limitations on the number of nominations per member. 6. Proxy Voting: Address the possibility of proxy voting, whereby a member can appoint another member as their representative to cast their vote in the meeting. Explain the necessary procedures for submitting a valid proxy, including the format, submission deadline, and any specific rules or restrictions. 7. Quorum Requirements: Specify the quorum required for decisions made during the meeting, as per the LLC's operating agreement or state laws. In Kentucky, the default rule is that unless otherwise specified in the operating agreement, the majority of members present, in person or by proxy, constitutes a quorum. 8. RSVP and Contact Information: Request members to confirm their attendance or availability to vote by submitting an RSVP. Include the contact information of the LLC's designated person who will be responsible for handling RSVPs and any other inquiries related to the meeting. Common variations of the Kentucky Notice of Meeting of LLC Members To Consider the Resignation of the Manager of the Company and Appoint a New Manager include notices for special meetings, emergency meetings, or annual meetings that may involve additional agenda items or different quorum requirements.