Title 17 Corporations, Partnerships and Associations

17-29-110. Operating agreement; scope, function and limitations.

(a) Except as otherwise provided in subsections (b) and (c) of this section, the operating agreement governs all of the following: (i) Relations among the members as members and between the members and the limited liability company; (ii) The rights and duties under this chapter of a person in the capacity of manager; (iii) The activities of the company and the conduct of those activities; (iv) The means and conditions for amending the operating agreement; (v) Management rights and voting rights of members; (vi) Transferability of membership interests; (vii) Distributions to members prior to dissolution; (viii) All other aspects of the management of the limited liability company. (b) To the extent the operating agreement does not otherwise provide for a matter described in subsection (a) of this section, this chapter governs the matter. (c) An operating agreement shall not: (i) Vary a limited liability company's capacity under W.S. 17-29-105 to sue and be sued in its own name; (ii) Vary the law applicable under W.S 17-29-106; (iii) Vary the power of the court under W.S. 17-29-204; (iv) Reserved; (v) Eliminate the contractual obligation of good faith and fair dealing under W.S. 17-29-409(d); (vi) Unreasonably restrict the duties and rights stated in W.S. 17-29-410; (vii) Vary the power of a court to decree dissolution in the circumstances specified in W.S. 17-29-701(a)(iv) and (v); (viii) Vary the requirement to wind up a limited liability company's business as specified in W.S. 17-29-702(a) and (b)(i); (ix) Unreasonably restrict the right of a member to maintain an action under article 9 of this chapter; (x) Reserved; or (xi) Reserved.