2011 Vermont Code
Title 11 Corporations, Partnerships and Associations
Chapter 21 LIMITED LIABILITY COMPANIES
§ 3003 Effect of operating agreement; nonwaivable provisions

k%q01!

TITLE 11

Corporations, Partnerships and Associations

CHAPTER 21. LIMITED LIABILITY COMPANIES

Subchapter I. General Provisions

§ 3003. Effect of operating agreement; nonwaivable provisions

(a) Except as otherwise provided in subsection (b) of this section, an operating agreement regulates the affairs of the company and the conduct of its business and governs relations among the members, among the managers and among the members, managers, and the limited liability company. To the extent the operating agreement does not otherwise provide, this chapter regulates the affairs of the company, the conduct of its business, and governs relations among the members, among the managers, and among members, managers and the limited liability company.

(b) An operating agreement may not:

(1) unreasonably restrict a member's or former member's right of access to books and records under section 3058 of this title;

(2) eliminate the duty of loyalty under subsection 3059(b) and subdivision 3083(b)(3) of this title, but the agreement may:

(A) identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and

(B) specify the number or percentage of members or disinterested managers that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duly of loyalty;

(3) eliminate from the duty of care the obligations set forth under subsection 3059(c) and subdivision 3083(b)(3) of this title;

(4) eliminate the obligation of good faith and fair dealing under subsection 3059(d) of this title, but the operating agreement may determine the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;

(5) vary the power to withdraw as a member under subdivision 3081(1) or (5) of this title;

(6) vary the right to expel a member in an event specified in subdivision 3082(4) or (5) of this title;

(7) vary the requirement to wind up the limited liability company business in a case specified in subdivision 3101(4) or (5) of this title; or

(8) restrict rights of third parties under this chapter other than managers, members or their transferees. (Added 1995, No. 179 (Adj. Sess.), { 4.)