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



(b)  The operating agreement may not:



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



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



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



(B)  Specify the number or percentage of
members or disinterested managers that may authorize or ratify, after full
disclosure of all material facts, a specific act or transaction that otherwise
would violate the duty of loyalty;



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



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



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



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



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