§ 4-37-106 — Relation of operating agreement, this chapter, and the Uniform Limited Liability Company Act

(a) Except as otherwise provided in this section and subject to § 4-37-107 and § 4-37-108 , the operating agreement of a series limited liability company governs: (1) the internal affairs of a protected series, including: (A) relations among any associated members of the protected series; (B) relations among the protected series and: (i) any associated member; (ii) the protected-series manager; or (iii) any protected-series transferee; (C) relations between any associated member and: (i) the protected-series manager: or (ii) any protected-series transferee; (D) the rights and duties of a protected-series manager; (E) governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; and (F) procedures and conditions for becoming an associated member or protected-series transferee; (2) relations among the protected series, the company, and any other protected series of the company; (3) relations between: (A) the protected series, its protected-series manager, any associated member of the protected series, or any protected-series transferee of the protected series; and (B) a person in the person's capacity as: (i) a member of the company which is not an associated member of the protected series; (ii) a protected-series transferee or protected-series manager of another protected series; or (iii) a transferee of the company. (b) If the Uniform Limited Liability Company Act, § 4-38-101 et seq., restricts the power of an operating agreement to affect a matter, the restriction applies to a matter under this chapter in accordance with § 4-37-108 . (c) If law of this state other than this chapter imposes a prohibition, limitation, requirement, condition, obligation, liability, or other restriction on a limited liability company, a member, manager, or other agent of the company, or a transferee of the company, except as otherwise provided in law of this state other than this chapter, the restriction applies in accordance with § 4-37-108 . (d) Except as otherwise provided in § 4-37-107 , if the operating agreement of a series limited liability company does not provide for a matter described in subsection (a) in a manner permitted by this chapter, the matter is determined in accordance with the following rules: (1) To the extent this chapter addresses the matter, this chapter governs. (2) To the extent this chapter does not address the matter, the Uniform Limited Liability Company Act, § 4-38-101 et seq., governs the matter in accordance with § 4-37-108 .

Legislative History

Amended by Act 2021, No. 1041,§ 7, eff. 7/28/2021. Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.