2006 New York Code - Operating Agreement.



 
    §  417.  Operating  agreement.  (a)  Subject to the provisions of this
  chapter, the members of  a  limited  liability  company  shall  adopt  a
  written   operating   agreement   that   contains   any  provisions  not
  inconsistent with law or its articles of organization  relating  to  (i)
  the  business  of the limited liability company, (ii) the conduct of its
  affairs and  (iii)  the  rights,  powers,  preferences,  limitations  or
  responsibilities  of  its members, managers, employees or agents, as the
  case may be.    The  operating  agreement  may  set  forth  a  provision
  eliminating  or  limiting  the  personal  liability  of  managers to the
  limited liability company or its members for damages for any  breach  of
  duty  in  such capacity, provided that no such provision shall eliminate
  or limit:
    (1) the liability  of  any  manager  if  a  judgment  or  other  final
  adjudication  adverse  to him or her establishes that his or her acts or
  omissions were in bad faith or  involved  intentional  misconduct  or  a
  knowing  violation  of law or that he or she personally gained in fact a
  financial profit or other advantage to which he or she was  not  legally
  entitled  or  that  with  respect  to  a  distribution  the  subject  of
  subdivision (a) of section five hundred eight of this chapter his or her
  acts were not performed in accordance with section four hundred nine  of
  this article; or
    (2)  the liability of any manager for any act or omission prior to the
  adoption of a provision authorized by this subdivision.
    (b) The operating agreement of a  limited  liability  company  may  be
  amended  from time to time as provided therein; provided, however, that,
  except as otherwise provided in the operating agreement or the  articles
  of  organization,  without  the written consent of each member adversely
  affected thereby, (i) no amendment of the operating agreement or (ii) to
  the extent any provision concerning (A) the obligations of any member to
  make contributions, (B) the allocation for tax purposes of any items  of
  income, gain, loss, deduction or credit, (C) the manner of computing the
  distributions  of any member or (D) the compromise of an obligation of a
  member  to  make  a  contribution  is  contained  in  the  articles   of
  organization,  no  amendment  of  such  provision  in  the  articles  of
  organization, shall be made that (i) increases the  obligations  of  any
  member  to  make  contributions,  (ii)  alters  the  allocation  for tax
  purposes of any items of income, gain, loss, deduction or credit,  (iii)
  alters  the  manner of computing the distributions of any member or (iv)
  allows the  obligation  of  a  member  to  make  a  contribution  to  be
  compromised by consent of less than all the members.
    (c)  An operating agreement may be entered into before, at the time of
  or within ninety days after the filing of the articles of  organization.
  Regardless  of  whether  such  agreement was entered into before, at the
  time of or after such filing, such agreement, may be effective upon  the
  formation of the limited liability company or at such later time or date
  as  provided  in  the  operating  agreement; provided, however, under no
  circumstances shall an operating agreement become effective prior to the
  formation of such company.

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