48-2c-120 - Articles of organization and operating agreement.
48-2c-120. Articles of organization and operating agreement.
(1) A company's articles of organization or operating agreement may not:
(a) restrict a right to inspect and copy records under Section 48-2c-113;
(b) reduce the duties of members or managers under Section 48-2c-807;
(c) eliminate the obligation of good faith and fair dealing, except that the members bywritten agreement may determine the standards by which the performance of the obligation is tobe measured, if the standards are not manifestly unreasonable;
(d) vary any filing requirement under this chapter;
(e) vary any requirement under this chapter that a particular action or provision bereflected in a writing;
(f) vary the right to expel a member based on any event specified in Subsection48-2c-710(3);
(g) vary the remedies under Section 48-2c-1210 for judicial dissolution of a company;
(h) except as allowed by Section 48-2c-1103 or any other provision of law, restrict rightsof, or impose duties on, persons other than the members, their assignees and transferees, themanagers, and the company, without the consent of those persons; or
(i) eliminate or limit the personal liability of any person vested with managementauthority to the company or its members for damages for any breach of duty in the capacitywhere a judgment or other final adjudication adverse to the manager establishes that themanager's acts or omissions:
(i) were in bad faith;
(ii) involved gross negligence;
(iii) involved willful misconduct; or
(iv) resulted in a financial profit or other advantage to which the manager was not legallyentitled.
(2) The articles of organization and operating agreement may:
(a) vary the requirement under Section 48-2c-1104 that, if all of the other members of thecompany other than the member proposing to dispose of the member's interest do not approve ofthe proposed transfer or assignment by unanimous written consent, the transferee of the member'sinterest shall have no right to participate in the management of the business or affairs of thecompany or to become a member; and
(b) vary the requirement under Section 48-2c-703 that, after the filing of the originalarticles of organization, a person may be admitted as an additional member only upon the writtenconsent of all members.
Amended by Chapter 92, 2006 General Session