§ 23-18-4-4 — Written operating agreement

Indiana § 23-18-4-4

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 18: LIMITED LIABILITY COMPANIES
• Ch. 4: Rights and Duties of Members and Managers

Text

(a) A written operating agreement may do one
(1) or more of the following:
(1) Modify, increase, decrease, limit, or eliminate the duties
(including fiduciary duties) or the liability of a member or
manager for breach of the duties set forth in section 2(a) of this
chapter.
(2) Provide for indemnification of a member or manager for
judgments, settlements, penalties, fines, or expenses incurred in
a proceeding to which a person is a party because the person is or
was a member or manager.
(3) Provide for officers of a limited liability company that is:
(A) managed by a manager or managers; or
(B) managed by a member or members;
by specifying the title, powers, duties, and term of office (either
perpetual or for a specific term) for each officer and the means by
which each officer is to be appointed, elected, or reelected, or by
authorizing in the written operating agreement the authority of the
manager or managers of a manager-managed limited liability
company or the member or members of a member-managed
limited liability company to otherwise establish officers and the
titles, powers, duties, and terms of office of the officers.
(4) Provide that one (1) or more persons who are not members or
managers have the right to approve or disapprove any of one (1)
or more specified actions with respect to the limited liability
company, including:
(A) voluntary dissolution;
(B) merger; or
(C) amending the written operating agreement.
(b) If a person who is not a member or manager is given the right to
approve or disapprove specified actions as permitted by subsection
(a)(4), the person does not have the general right to vote with the
members or managers regarding any matters unless specifically
provided otherwise in the written operating agreement.

Legislative History

As added by P.L.8-1993, SEC.301. Amended by P.L.40-2013, SEC.8; P.L.63-2014, SEC.32.