29-682. Operating agreement

(Rpld. 9/1/20)

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 All or part of an operating agreement may be subsequently repealed or amended by agreement or consent of all of the members or, to the extent an operating agreement so provides, by all of the managers or a specified portion of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.