17-76,134.   Construction and application of act andoperating agreement.(a) The rule that statutes in derogation of the common laware to be strictlyconstrued shall have no application to this act.

      (b)   It is the policy of this act to give the maximum effect to the principleof freedom ofcontract and to the enforceability of operating agreements.

      (c)   To the extent that, at law or in equity, a member or manager or otherperson has duties(including fiduciary duties) and liabilities relating thereto to a limitedliability company or toanother member or manager:

      (1)   Any such member or manager or other person acting under an operatingagreement shallnot be liable to the limited liability company or to any such other member ormanager for themember's or manager's or other person's good faith reliance on the provisionsof the operatingagreement; and

      (2)   The member's or manager's or other person's duties and liabilities may beexpanded orrestricted by provisions in an operating agreement.

      History:   L. 1999, ch. 119, § 73; Jan. 1, 2000.