29-682

29-682. Operating agreement

A. The members of a limited liability company may adopt an operating agreement
containing provisions they deem appropriate. All or part of an operating agreement may
be subsequently repealed or amended by agreement or consent of all of the members or, to
the extent an operating agreement so provides, by all of the managers or a specified
portion of the members or managers.

B. An operating agreement governs relations among the members and the managers and
between the members and managers and the limited liability company and may contain any
provision that is not contrary to law and that relates to the business of the limited
liability company, the conduct of its affairs, its rights, duties or powers and the
rights, duties or powers of its members, managers, officers, employees or agents
including:

1. Whether the management of the limited liability company is vested in one or more
managers and, if so, the powers to be exercised by managers.

2. Providing for classes or groups of members with various rights, powers and
duties and providing for the future creation of additional classes or groups of members
with relative rights, powers and duties superior, equal or inferior to existing classes
and groups of members.

3. The exercise or division of management or voting rights among different classes
or groups of members or managers on a per capita or other basis.

4. With respect to any matter requiring a vote, approval or consent of members or
managers, provisions relating to notice of the time, place and purpose of any meeting at
which the matter is to be voted on, waiver of notice, action by consent without a
meeting, the establishment of a record date, quorum requirements, authorizations by proxy
or any other matter concerning the exercise of any voting or approval rights.

5. Restrictions on the transfer of and option rights to acquire or sell any
member's interest in the limited liability company.

C. A court may enforce an operating agreement by injunction or by any other relief
that the court in its discretion determines to be fair and appropriate in the
circumstances.