Section 10A-5A-1.10
Limited liability company agreement - Effect on third parties and relationship to writings effective on behalf of limited liability company.
(a) If a limited liability company agreement provides for the manner in which it may be amended, including by requiring the approval of a person who is not a party to the limited liability company agreement or the satisfaction of conditions, it may be amended only in that manner or as otherwise permitted by law, except that the approval of any person may be waived by that person and any conditions may be waived by all persons for whose benefit those conditions were intended.
(b) A limited liability company agreement may provide rights to any person, including a person who is not a party to the limited liability company agreement, to the extent set forth in the limited liability company agreement.
(c) The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or dissociated member are governed by the limited liability company agreement. A transferee and a dissociated member are bound by the limited liability company agreement.
(d) If a writing that has been delivered by a limited liability company for filing in accordance with Chapter 1 and has become effective conflicts with a provision of the limited liability company agreement:
(1) The limited liability company agreement prevails as to members, dissociated members, and transferees; and
(2) The writing prevails as to other persons to the extent they reasonably rely on the writing.
(Act 2014-144, p. 265, §1; Act 2016-379, §4.)