Nope, the OA cannot be modified in any way without the both signatures of the Principle Members. See 3.9(a)(i) below. GIve me your number. I have four lawyers between Ca and Utah right now under retention - all litigators and I have not sought out contract/securities counsel because the best in the biz drafted these express provisions, but I may want you to take a review of the OA just to be extra sure. I am OCD.3.9 Voting Rights. Except as expressly provided in this Agreement or required by law, Members shall have no voting, approval or consent rights. Members shall have the right to approve or disapprove matters only as specifically stated in this Agreement, including the following:(a) Approval. The following matters shall require the Unanimous consent of the Principal Members who are not the subject of an Optional Purchase Event:
(i) any amendment of the Articles or this Agreement to reflect:
(A) the issuance or authorization of additional Membership Interests, or the admission of a Member who is admitted in accordance with this Agreement;
(B) Capital Contributions made pursuant to Section 2.4; and
(C) a change in the number of Managers.
(ii) Acquire, Finance, Operate, Sell Assets as described in Section 4.4(c).
(iii) Convey and Encumber Assets as described in Section 4.4 (e).
(iv) Repay, Refinance Indebtedness as described in Section 4.4 (f).
(v) any issuance of Membership Interests having a preference as to distributions or liquidation
rights over those of the Initial Members.
(vi) any expenditure or investment on behalf of the Company in excess of Twenty Five Thousand Dollars ($25,000) in any one transaction, and not to exceed One Hundred Thousand Dollars ($100,000) total with any series of transactions.
(vii) Incur debt obligations on behalf of the Company.
(viii) The hiring or firing of any Executive Officer or Primary Consultant.