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