§ 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.