2011 California Code
Corporations Code
TITLE 2.5. LIMITED LIABILITY COMPANIES [17000 - 17656]
CHAPTER 1. General Provisions
Section 17005

(a) Except as provided in subdivisions (b) and (c), relations among members and between the members and the limited liability company are governed by the articles of organization and operating agreement. To the extent the articles of organization or operating agreement do not otherwise provide, this title governs relations among the members and between the members and the limited liability company.

(b) The effect of the provisions of this title may be varied as among the members or as between the members and the limited liability company by the articles of organization or operating agreement, provided, however, that the provisions of Sections 17059, 17103, 17104, 17152, 17154, and 17155 may only be varied by the articles of organization or a written operating agreement. Notwithstanding the first sentence of this subdivision, neither the articles of organization nor the operating agreement may:

(1) Vary the definitions in Section 17001, except as specifically provided therein.

(2) Eliminate the right of a member pursuant to subdivision (c) of Section 17100 to assert that a provision in the operating agreement governing the termination of that member s interest and the return of that member s contribution was unreasonable under the circumstances existing at the time the agreement was made.

(3) Vary the voting requirements or voting rights set forth in subdivisions (b) and (c) of Section 17103.

(4) Vary a member s rights under Sections 17106 and 17453.

(c) The provisions of Chapter 2 (commencing with Section 17050), Chapter 8 (commencing with Section 17350), Chapter 10 (commencing with Section 17450), Chapter 11 (commencing with Section 17500), Chapter 12 (commencing with Section 17550), and Chapter 13 (commencing with Section 17600) may be varied by the articles of organization or by a written operating agreement only to the extent expressly provided in those chapters.

(d) The fiduciary duties of a manager to the limited liability company and to the members of the limited liability company may only be modified in a written operating agreement with the informed consent of the members.

(e) The presence in certain provisions of this title of the words unless otherwise provided in the articles of organization or operating agreement or words of similar import does not imply that the effect of other provisions may not be varied as among the members by the articles of organization or operating agreement.

(f) If any provision of the articles of organization conflicts with one or more provisions of a written operating agreement, the articles of organization shall control.

(Amended by Stats. 1996, Ch. 57, Sec. 5. Effective June 6, 1996.)