FYI: You are asking an entirely new question and you will incur a new charge. I hope this is what you are expecting. Your new question:
Since the other managing agent was removed from the LLC do to his illegal action( not his 20% ownership) ... and it is only myself (a managing agent of the LLC and 60% share holder in the company) and the other 20% share holder of the company - also the registering agent and managing agent of the LLC and holder of the business license and lease, consent to indemnify her since she personally guaranteed the lease. As the only agent of the LLC, beside her, can she agree and vote to indemnify herself or can I only have do that? If I do that does the corporation then become responsible for the lease?
A: First of all, unless your operating agreement
permits it, a majority of LLC members cannot simply vote a member out of the LLC. So, if you don't have an operating agreement, then your vote cannot impair the minority shareholder
's interests in the LLC. The only way to get rid of a member is with that member's consent, or through a court action to dissolve the LLC. That said, an agreement to personally indemnify a partner is personal!
Each partner must decide for themselves. It has nothing to do with the LLC, because even if the LLC agreed by vote to indemnify the partner, if the LLC is dissolved, then that agreement is also dissolved, and what is left is the original partner with her personal guarantee.
So, if you really want to indemnify this partner, then you and/or the other partner will have to personally enter into an agreement with the guaranteeing partner to accomplish this goal.
Hope this helps.