§428-103  Effect of operating agreement;nonwaivable provisions.  (a)  Except as provided in subsection (b), all themembers of a limited liability company may enter into an operating agreement toregulate the affairs of the company and the conduct of its business, and togovern relations among the members, managers, and company.  To the extent theoperating agreement does not otherwise provide, this chapter governs relationsamong the members, managers, and company.

(b)  The operating agreement may not:

(1)  Unreasonably restrict a right to information oraccess to records under section 428-408;

(2)  Eliminate the duty of loyalty under section428-409(b) or 428-603(b)(3), but the agreement may:

(A)  Identify specific types or categories ofactivities that do not violate the duty of loyalty, if not manifestlyunreasonable; and

(B)  Specify the number or percentage ofmembers or disinterested managers that may authorize or ratify, after fulldisclosure of all material facts, a specific act or transaction that otherwisewould violate the duty of loyalty;

(3)  Unreasonably reduce the duty of care undersection 428-409(c) or 428-603(b)(3);

(4)  Eliminate the obligation of good faith and fairdealing under section 428-409(d), but the operating agreement may determine thestandards by which the performance of the obligation is to be measured, if thestandards are not manifestly unreasonable;

(5)  Vary the right to expel a member in an eventspecified in section 428-601(5);

(6)  Vary the requirement to wind up the limitedliability company's business in a case specified in section 428-801(3) or428-801(4); or

(7)  Restrict rights of third parties under thischapter, other than managers, members, or their transferees. [L 1996, c 92, ptof §1; am L 1999, c 164, §2; am L 2004, c 121, §44]