17-29-110. Operating agreement; scope, function and limitations.

(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.