2013 New York Consolidated Laws
LLC - Limited Liability Company Law
Article 4 - (401 - 420) MANAGEMENT BY MEMBERS OR MANAGERS
417 - 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.