We formed LLC with 6 partners/members (Retail business) in Georgia state.
Mr.X (one of the partner/member) sent an email in 2003 some time, that time no partner is iterested in buying. 6 months back another partner was trying to sell his partnership asked Mr.X to sell, But Mr.X is declined to sell. Now all of suddent with out any partners knoweldge (except Mr.Y), Mr. X sold his share to Mr.Y (unfortunately Mr. Y is also member\partner). The below is the contnet of Operating agreement. Is it considered as valid sale ? Currently all four partners are saying it is not valid and Mr.X and Mr.Y are arguing that it is valid sales, they are considering the sale agreement between Mr.X and Mr.Y is final and they don;t need to update opearting agreement also,

Below is content from Opeating agreement.
ASSIGNMENT. If at any time a Member proposes to sell, assign or otherwise dispose of all or any part of his interest in the Company, such Member shall first make a written offer to sell such interest to the other Members at a price determined by mutual agreement. If such other Members decline or fail to elect such interest within thirty (30) days, and if the sale or assignment is made and the Members fail to approve this sale or assignment unanimously then, pursuant to the applicable law, the purchaser or assignee shall have no right to participate in the management of the business and affairs of the Company. The purchaser or assignee shall only be entitled to receive the share of the profits or other compensation by way of income and the return of contributions to which that Member would otherwise be entitled.

On top of it, Becuase it is an LLC, landloard had aksed us to give personal gurantee and only four of us was singed (Mr.X and Mr.Y were not partners at the initial days when other 4 are signed landlord agreements),So far no profits , no issues. Now, we are asking to include them to add on landlord agreement. But Mr.x or/and mr.y fail to sign personal gurantee docs, can we stop their profit checks until they sign it ? In future, If landlord sues us for any reason, even the operating agreement would not protect us because it doesn't reflect correct information.


Any thoughts.