When members have equal voting rights, they can be deadlocked on a decision. This can severely hinder the progress of the business. Most of the time owners can work together and find a solution, but when they can’t they’ll need some sort of mechanism to break the deadlock.
There’s no real clean solution to a deadlock. The least of all evils is a texas shootout provision. Here’s how it works.
When owners are deadlocked, any owner may offer to buyout another owner’s interest. The owner that receives the offer has two choices: buy the interest for the price in the offer or force a sale of his own interest on the owner that made the first offer at the same price. One member gets to cut the cake and the other owner gets to choose the piece. This keeps the business together and allows an owner to walk away.