§ 21-112 — Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company

(RULLCA
112) (a) An operating agreement may specify that its amendment requires the
approval of a person that is not a party to the operating agreement or the
satisfaction of a condition. An amendment is ineffective if its adoption does
not include the required approval or satisfy the specified condition.
(b) The obligations of
a limited liability company and its members to a person in the person's capacity
as a transferee or dissociated member are governed by the operating agreement.
Subject only to any court order issued under subdivision (b)(2) of section 21-142 to effectuate a charging order, an amendment to the operating agreement
made after a person becomes a transferee or dissociated member is effective
with regard to any debt, obligation, or other liability of the limited liability
company or its members to the person in the person's capacity as a transferee
or dissociated member.
(c)
If a record that has been delivered by a limited liability company to the
Secretary of State for filing and has become effective under the Nebraska
Uniform Limited Liability Company Act contains a provision that would be ineffective
under subsection (b) of section 21-110 if contained in the operating agreement,
the provision is likewise ineffective in the record.
(d) Subject to subsection (c) of
this section, if a record that has been delivered by a limited liability company
to the Secretary of State for filing and has become effective under the act
conflicts with a provision of the operating agreement:
(1) the operating agreement
prevails as to members, dissociated members, transferees, and managers; and
(2) the record prevails
as to other persons to the extent they reasonably rely on the record.

Legislative History

Source: Laws 2010, LB888, § 12.