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Wyoming Statutes Title 17. Corporations, Partnerships and Associations § 17-29-110. Operating agreement;  scope, function and limitations

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(a)?Except as otherwise provided in subsections (b) and (c) of this section, the operating agreement governs all of the following:

(i)?Relations among the members as members and between the members and the limited liability company;

(ii)?The rights and duties under this chapter of a person in the capacity of manager;

(iii)?The activities of the company and the conduct of those activities;

(iv)?The means and conditions for amending the operating agreement;

(v)?Management rights and voting rights of members;

(vi)?Transferability of membership interests;

(vii)?Distributions to members prior to dissolution;

(viii)?All other aspects of the management of the limited liability company.

(b)?To the extent the operating agreement does not otherwise provide for a matter described in subsection (a) of this section, this chapter governs the matter.

(c)?An operating agreement shall not:

(i)?Vary a limited liability company's capacity under W.S. 17-29-105 to sue and be sued in its own name;

(ii)?Vary the law applicable under W.S 17-29-106;

(iii)?Vary the power of the court under W.S. 17-29-204;

(iv)?Reserved;

(v)?Eliminate the contractual obligation of good faith and fair dealing under W.S. 17-29-409(d);

(vi)?Unreasonably restrict the duties and rights stated in W.S. 17-29-410;

(vii)?Vary the power of a court to decree dissolution in the circumstances specified in W.S. 17-29-701(a)(iv) and (v);

(viii)?Vary the requirement to wind up a limited liability company's business as specified in W.S. 17-29-702(a) and (b)(i);

(ix)?Unreasonably restrict the right of a member to maintain an action under article 9 of this chapter;

(x)?Reserved; ?or

(xi)?Reserved.

Cite this article: FindLaw.com - Wyoming Statutes Title 17. Corporations, Partnerships and Associations § 17-29-110. Operating agreement;  scope, function and limitations - last updated December 01, 2021 | https://codes.findlaw.com/wy/title-17-corporations-partnerships-and-associations/wy-st-sect-17-29-110.html


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