347.081. Operating agreement, contents--policy statement--enforceability, remedies.
Operating agreement, contents--policy statement--enforceability,remedies.
347.081. 1. The member or members of a limited liability companyshall adopt an operating agreement containing such provisions as suchmember or members may deem appropriate, subject only to the provisions ofsections 347.010 to 347.187 and other law. The operating agreement maycontain any provision, not inconsistent with law, relating to the conductof the business and affairs of the limited liability company, its rightsand powers, and the rights, powers and duties of its members, managers,agents or employees, including:
(1) Whether the management of the limited liability company shall bevested in one or more members, managers or other persons, and, if so, thepowers and authority to be exercised by such persons;
(2) Providing for classes or groups of members having various rights,powers and duties, and providing for the future creation of additionalclasses or groups of members having relative rights, powers and dutiessuperior or equal to existing classes and groups of members;
(3) The exercise or division of management or voting rights amongdifferent classes or groups of members, managers or other persons on a percapita or other basis;
(4) With respect to any matter requiring a vote, approval or consentof members or managers, provisions relating to notice of the time, place orpurpose of any meeting at which any matter is to be voted on, waiver ofnotice, action by consent without a meeting, quorum requirements,authorizations by proxy, or any other matter with respect to the exerciseof any voting or approval rights;
(5) Authorizing all or certain persons to execute articles, noticesor documents permitted or required by sections 347.010 to 347.187;
(6) Restrictions on the transfer of members' interests in the limitedliability company, and options or rights to acquire or sell members'interests in the limited liability company;
(7) The manner in which income, gain, deduction, loss, credit anditems thereof are to be allocated to the members; and
(8) Provisions relating to any tax elections to be made by thelimited liability company and the authorization of persons to make suchelections.
2. It is the policy of sections 347.010 to 347.187 to give themaximum effect to the principle of freedom of contract and to theenforceability of operating agreements.
3. The operating agreement shall be enforceable at law or in equityby any member to the extent provided in applicable law.
4. This section shall not affect any otherwise valid agreement amongmembers of a limited liability company.
(L. 1993 S.B. 66 & 20 § 359.746, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 2004 H.B. 1664)