§ 17-29-112 — Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company

(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. 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 this chapter contains a provision that
would be ineffective under W.S. 17-29-110(c) 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
this chapter conflicts with a provision of the operating
agreement:
(i) The operating agreement prevails as to members,
dissociated members, transferees and managers; and
(ii) The record prevails as to other persons to the
extent they reasonably rely on the record.